exv4w4






Exhibit 4.4



A separate Irrevocable Proxy and Tag-Along Agreement substantially identical in all material
respects to this Exhibit 4.4 hereto was entered into between Explorer Coinvest LLC and each of the
individuals or trusts listed below:




Abbe,
Brian Abram Zwany Trust

Adolph, Gerald

Ahlquist, Gary

Aldrich, David

Allen, James

Anderson, Kristine

Andrew S. Cohen Trust

Appleby, CG

Arnsberger, Mark

Arthur L. Fritzson Trust

Bastedo, William

Baxter, Greg

Bertone, Peter

Blackburn, Fred

Bolduc, Mickie

Bounds, Gene

Breeze, Cathy

Broyles, Cynthia

Bussmann, Johannes

Calderone, Matthew Carl Richard Salzano Trust

Carlos A. Navarro Trust

Carol A. Staubach Trust

Carter, Douglas

Castro, Rene

Catanzano, Keith

Catherine Annette Nelson Revocable Trust

Charles P. Zuhoski Revocable Trust

Christopher C. J. Ling Trust

Clyde, Andrew

Cohen, Andrew

Cook, Kevin

Crabtree, Thom

Cubbage, Gary

Cynthia L. Broyles Trust

Dahut, Karen

Darby, Maria

David F. Humenansky Revocable Trust

De Souza, Ivan

Dehoff, Kevin

DelBusso, Steven

Dempsey, Joan

DiFonzo, Leslie

Dodd, Jay

Dolan, Jeane

Doolittle, Paul

Doshi, Viren

Dotson, Judith

Doughty, Dennis

Douglas E. Himberger Trust

Douglas Wellington Carter Living Trust

Dov Solomon Zakheim Revocable Trust

Eikelmann, Stefan

Emile P. Trombetti Trust

Eulberg, Delwyn

Falkenstrom, Lee

Farber, Michael

Feeney, John

Feringa, Alexis

Finn, Molly

Fitzpatrick, Margo

Fletcher, Louise

Floyd, Peter

Fongern, Christian

Francis J. Henry, Jr. Trust

Frederick W. Knops III A&R Revocable Trust dated November 4, 2005

Fritzson, Arthur

Fuhrman, Thomas

Funk, Nicole

Furtado, Bob

Gallo, Laurene

Garner, Joseph

Gary C. Cubbage Trust

Gary D. Labovich Revocable Trust

Gemes, Alan

George M. Schu Trust

Gerald Adolph GRAT 2008

Gerencser, Mark

Ghassan S. Salameh Trust

Gibbons, Jim

Gibson, Dennis

Gilbert, Lesley

Gillespie, Neil

Givans, Natalie

Goforth, Patricia

Graves, Linda

Greenspon, Thomas

Gregory G. Wenzel Trust

Gushurst, Klaus-Peter

Hall, Keith

Hamilton, Charles

Hardwick, Nancy

Harrison, Gregory

Hayes, Randy

Helfenstein, Dee Dee

Henry, Jimmy

Herbert Stuart MacArthur Trust

Herman, Mark

Himberger, Douglas

Himler, Mark

Hirsh, Evan

Hodge, Ronald

Holder, Gordon

Holley, Rick




 









 





Howell, Lloyd

Humenansky, David

Hyde, Joan

Inserra, Andrea

Isman, Michael

Jack D. Welsh Jr., Trust

Jackson, William

Jacobsohn, Jake

James Manchisi Revocable Trust

Jaruzelski, Barratt

Jirovec, Todd

Joan A. Dempsey Trust

John A. Thomas Trust

John D. Lueders Revocable Trust

Jones, Michael

Joseph W. Mahaffee Revocable Trust

Judith H. Dotson Trust

Kadish, Ronald

Karen M. Dahut Trust

Karp, David

Kauffeld, Richard

Keith R. Hall Trust dated 25 November 2002

Kelly, Christopher

Kenneth F. Wiegand, Jr. Trust

Kibben, Jeffrey

Kletter, David

Knops, Frederick

Kosar, Corrine

Krings, Jorg

Kuenstner, Thomas

Kurt B. Stevens Trust

Kuttner, Nicholas

Labovich, Gary

Lamb, Robert

Lance, Gary

Lane, Douglas

Laurene A. Gallo Trust

Lauster Trust f/b/o E Lauster, f/b/o H Lauster, f/b/o M Lauster

Lauster, Steffen

Lee J. Falkenstrom Revocable Trust

Legan, Brian

Leinwand, Paul

Lerch, Marie

Leslie, Timathie

Ling, Christopher

Lloyd W. Howell, Jr. Trust

Logue, Joseph Los Altos Investments

Lueders, John

Lyman, Janet

MacArthur, Herbert

Mader, David

Mahaffee, Joseph

Makar, Robert

Manchisi, James

Margo L. Fitzpatrick Trust Maria Darby Trust

Mark J. Gerencser Trust

Mark L. Herman Revocable Trust

Martha, Joseph

Mather, Gary

Mayer, John

McConnell, Mike

McFarland, Walt

McLaughlin, Grant

Merkel, Judy

Messer, Angela

Messina, Alfred

Meyers, Bill

Mills, Ken

Mitchell, Anthony

Moeller, Leslie

Molly Finn Revocable Inter-Vivos Trust

Moore, Stephen

Muzik, Sharon

Nancy E. Hardwick Trust

Natalie M. Givans Revocable Trust

Navarro, Carlos

Neilson, Gary

Nelson, Catherine

Nicholas J. Kuttner Trust

Niebuhr, Jens

Niehues, Alexander

Noonan, Robert

Obering, Henry

Odeen, Philip One International Group Corp

Orjada, Bruce

Osborne, Robert

Otten, Mike

Patrick F. Peck Trust

Peck, Patrick

Penfield, Susan

Pfeifer, Tom

Pierce, Chris

Pigorini, Paolo

Porgess, Sam

Portman, Robin

Post, Robert H.

Pressley, Donald

Purdy, William

Rahl, Gary

Reitenspiess, Martin

Richard J. Wilhelm Trust

Robert H. Post Trust

Robert J. Lamb, III Trust

Robert W. Noonan Trust

Robert Williams Trust

Robinson, Robert

Ronald A. Hodge Trust

Ronald T. Kadish Trust

Rossotti, Charles

Rozanski, Horacio

Rubin, David

Russell, Tom

Salameh, Ghassan




2









 





Salomon, Roy

Salzano, Carl R.

Sam M. and Susan M. Porgess 2005 Trust

Samuel Strickland Revocable Trust

Saunders, Rick

Scheuble, Larry

Schu, George

Schulman, Gary

Seale, Adam

Sengupta, Suvojoy

Shrader, Ralph

Sifer, Joseph

Silverman, Rob

Smith, Frank

Smith, Gale

Sniffin, Edgar

Sogegian, Robert

Soules, Steve

Spiegel, Eric

St Clair, Sarah

Starnes, Craig

Staubach, Carol A.

Steinhardt, Allan

Stevens, Kurt

Stewart, William

Strickland, Samuel

Swindell, Jennifer

The Angela M. Messer Trust

The Joseph Logue Living Trust

The Makar Family Trust dated June 4, 2004

The Ralph W. Shrader Revocable Trust

Thoet, William

Thomas S. Greenspon Trust

Thomas, John

Thompson, Elizabeth

Trepant, Hugo

Trick, Peter

Trombetti, Emile

Trust f/b/o Bryan E. Shrader et al.

Trust f/b/o Jeffrey M. Shrader et al.

Trust f/b/o Mark A. Shrader et al.

Van Lee, Reginald

Verity, Richard

Vevon, Jerry

Vigilante, Kevin

Villano, Laurie

Voellger, Gary

Walter G. McFarland Trust

Wansley, William

Welles, Scott

Welsh, Jack

Wenzel, Gregory

Wiegand, Kenneth

Wilbur, Lee

Wilhelm, Richard J.

William H. Stewart III Trust

Wintersteller, Walter

Wolfle, Joan

Yuvanc, Joanne

Zakheim, Dov

Zuhoski, Charles

Zwany, Abram




3









 





IRREVOCABLE PROXY AND TAG-ALONG AGREEMENT




     This Irrevocable Proxy and Tag-Along Agreement (this “Agreement”) is entered into as
of date(s) set forth on the signature pages attached hereto, by and among (a) Explorer
Coinvest LLC, a Delaware limited liability company (the “Initial Carlyle Stockholder”) and
the stockholder whose name is set forth on the signature page hereof (the “Individual
Stockholder”).



RECITALS:




     WHEREAS, the Carlyle Stockholder currently is the owner of 9,566,000 shares of Company Common
Stock;



     WHEREAS, the Individual Stockholder currently is the owner of the number of shares of Company
Common Stock, Company Non Voting Common Stock, Company Restricted Common Stock, and Company Special
Voting Stock and Company Options to purchase the number of shares of Company Common Stock, set
forth on the signature page hereof; and



     WHEREAS, the Initial Carlyle Stockholder wishes to enter into a pro rata tag-along agreement
with the Individual Stockholder in exchange for the grant by the Individual Stockholder of an
irrevocable proxy to the Initial Carlyle Stockholder.



     NOW, THEREFORE, in consideration of the mutual promises, covenants, representations and
warranties made herein and of the mutual benefits to be derived herefrom, the parties hereto agree
as follows:


Section 1 Tag-Along Right.




     (a) In the event that any Carlyle Stockholder(s) (the “Initiating Stockholder(s)”)
propose(s) to Transfer any Securities to a Third Party Purchaser other than (i) to a
Permitted Transferee, (ii) pursuant to a registered public offering (it being understood
that the Individual Stockholder has piggyback registration rights with respect to registered public
offerings), (iii) in a bona fide sale to the public in accordance with Rule 144 under the
Securities Act or (iv) in a pro-rata distribution made by any Carlyle Stockholder(s) to its
partners or members for no additional consideration, then the Individual Stockholder shall have the
right (the “Tag-Along Right”) to require that the proposed Third Party Purchaser purchase
from the Individual Stockholder up to a number of whole Securities (which securities shall not
include Company Special Voting Stock (except to the extent described in the last sentence of this
Section 1(a)) or unvested Company Restricted Common Stock, or Company Options that are not
exercisable, except to the extent such Company Restricted Common Stock vests or Company Options
become exercisable as a result of the transactions contemplated by the applicable Sale Notice)
equal to the product of (x) the total number of Securities that the proposed Third Party
Purchaser has agreed, committed or is willing to purchase and (y) a fraction, the numerator
of which is the Aggregate Quantity of Securities (excluding any Securities that are not Proxy
Shares) owned by the Individual Stockholder, and the denominator of which is the Aggregate Quantity
of Securities



 









 




held by all holders of Securities (such product, the “Tag Eligible Securities”).
Notwithstanding anything to the contrary in this Section 1, if the Individual Stockholder
sells any Company Options issued under the Company Rollover Stock Plan to a Third Party Purchaser
pursuant to this Section 1, the Individual Stockholder (and, if applicable, a Permitted
Transferee and/or Related Trust of the Individual Stockholder) shall also sell, for no additional
consideration, a corresponding number of shares of Company Special Voting Stock to such Third Party
Purchaser.




     (b) The Initiating Stockholder(s) shall notify the Individual Stockholder in writing in the
event such Initiating Stockholder(s) propose(s) to make a Transfer or series of Transfers giving
rise to the Tag-Along Right at least fifteen (15) Business Days prior to the date on which such
Initiating Stockholder(s) expect(s) to consummate such Transfer (the “Sale Notice”) which
notice shall specify the number of Securities which the Third Party Purchaser intends to purchase
in such Transfer and the Third Party Terms with respect thereto. The Tag-Along Right may be
exercised by the Individual Stockholder by delivery of a written notice to the Company and the
Initiating Stockholder(s) proposing to sell Securities (the “Tag-Along Notice”) within ten
(10) Business Days following receipt of the Sale Notice from such Initiating Stockholder(s). The
Tag-Along Notice shall state the number of each type of Securities (which Securities shall not
include Company Special Voting Stock (except to the extent described in the last sentence of
Section 1(a)) or unvested Company Restricted Common Stock, or Company Options that are not
exercisable, except to the extent such Company Restricted Common Stock vests or Company Options
become exercisable as a result of the transactions contemplated by the applicable Sale Notice, and
which shall not exceed the Tag Eligible Securities), that the Individual Stockholder proposes to
include in such Transfer to the proposed Third Party Purchaser (such securities the “Transfer
Securities”). In the event that the proposed Third Party Purchaser does not purchase from the
Individual Stockholder’s Transfer Securities, then the Initiating Stockholder(s) shall not be
permitted to sell any Securities to the Third Party Purchaser, subject to the Initiating
Stockholder’s right to send a new Sale Notice in accordance with the procedures set forth in this
Section 1.



     (c) At the closing of the Transfer to any Third Party Purchaser pursuant to this Section
1, the Third Party Purchaser shall remit to the Individual Stockholder exercising its rights
under this Section 1, (i) the consideration for the Securities held by the
Individual Stockholder sold pursuant hereto, minus (ii) the Individual
Stockholder’s pro rata portion of any such consideration to be placed in escrow or otherwise held
back in accordance with the Third Party Terms, minus (iii) the aggregate exercise
price of any Company Options being Transferred by the Individual Stockholder to such Third Party
Purchaser, against transfer of such Securities subject to the Tag-Along Rights, free and clear of
all liens and encumbrances, by delivery by the Individual Stockholder of (A) certificates
for such Securities, duly endorsed for Transfer or with duly executed stock powers reasonably
acceptable to the Company and such Third Party Purchaser and/or (B) an instrument
evidencing the Transfer of the Company Options subject to the Tag-Along Right reasonably acceptable
to the Company and such Third Party Purchaser, and the compliance by the Individual Stockholder
with any other conditions to closing or payment of



5









 




consideration generally applicable to the Initiating Stockholder(s) and all other holders of
Securities selling Securities in such transaction; provided, however, that the
Individual Stockholder shall not be required to bear more than the Individual Stockholder’s pro
rata share (determined based on the number of Securities sold in the transactions contemplated by
the Tag-Along Notice) of all liabilities for the representations, warranties and other obligations
incurred in connection with the transactions contemplated by the Tag-Along Notice (other than with
respect to representations and warranties relating to the ownership of the Individual Stockholder’s
Securities or otherwise relating solely to the Individual Stockholder). Notwithstanding anything
to the contrary in this Section 1, the Individual Stockholder shall bear its pro rata share
of the aggregate fees, costs and expenses of all such transactions.



Section 2 Irrevocable Proxy.




     (a) In consideration of the Tag-Along Right, the Individual Stockholder hereby irrevocably
appoints the Initial Carlyle Stockholder, and any designee of the Initial Carlyle Stockholder, and
each of them individually, as the true and lawful attorney-in-fact and proxy of the Individual
Stockholder solely with respect to the matters set forth below, for and in the Individual
Stockholder’s name, place and stead, with full power of substitution and resubstitution, to vote
the Proxy Shares or act by written consent on behalf of the Proxy Shares, solely with respect to
the following matters:




     (i) the election or removal of members of the board of directors of the
Company; and




     (ii) the consent to or approval of any Company Sale that is approved by the
Board and the holders of a majority of the then-outstanding Voting Shares or any
items submitted to the stockholders of the Company for their consent or approval in
connection therewith (including, without limitation, any related votes under
Sections 242, 251, 252, 254, 257, 258, 263, 264 or 271 of the Delaware General
Corporation Law).


The Individual Stockholder hereby ratifies and confirms and undertakes to ratify and confirm all
that the Initial Carlyle Stockholder, in its capacity as the proxyholder of the Proxy Shares, may
lawfully do or cause to be done by virtue of the rights hereby granted.




     (b) The proxy and power of attorney granted to the Initial Carlyle Stockholder pursuant to
Section 2(a) of this Agreement by the Individual Stockholder shall, except as herein
provided, be irrevocable during the term of this Agreement, shall be deemed to be coupled with an
interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior
proxies granted by the Individual Stockholder with respect to the Proxy Shares (other than any
prior proxies granted to the Initial Carlyle Stockholder pursuant to Section 16(m) of the
Stockholders Agreement but including, if such Individual Stockholder is not a natural person, any
prior proxies granted to the Related Individual of such Individual Stockholder). The power of
attorney granted by the Individual Stockholder herein is a durable power of attorney and shall



6









 




survive the dissolution or bankruptcy of the Individual Stockholder, and shall revoke any and
all prior powers of attorney granted by the Individual Stockholder with respect to the Proxy
Shares. The proxy and power of attorney granted hereunder shall terminate upon the termination of
this Agreement.



Section 3 Certain Definitions. Capitalized terms used herein and not otherwise defined
shall have the meanings assigned to such terms in the Stockholders Agreement.




     “Affiliate” means, with respect to any Person, any Person directly or indirectly
controlling, controlled by or under common control with such Person. For purposes of this
definition, “control” (and its derivatives) means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a Person, whether by
contract, through the ownership of voting securities, as trustee or executor, or otherwise.



     “Aggregate Quantity of Securities” means, with reference to Securities owned by any
Person at any time or Securities outstanding at any time for purposes of any computation hereunder,
the number of shares of Company Common Stock, Company Restricted Common Stock and Company
Non-Voting Common Stock issued and outstanding and held by such Person or all Persons, as the case
may be, plus the number of shares of Company Common Stock issuable upon exercise, exchange or
conversion of Company Options held by such Person or all Persons, as the case may be, excluding
(x) any Company Options issued under the Equity Incentive Plan which are not vested at such
time and (y) Company Options that have an exercise, exchange or conversion price per share
greater than the price per share to be paid by the applicable Third Party Purchaser. Further, the
phrase “number of Securities” held by any Person or group of Persons or to be Transferred shall
mean the number of shares of Company Common Stock, Company Restricted Common Stock and Company
Non-Voting Common Stock held by such Person or group of Persons or to be Transferred, plus the
number of shares of Company Common Stock issuable upon exercise, exchange or conversion of Company
Options held by such Person or group of Persons (other than Company Options that have an exercise,
exchange or conversion price per share greater than the price per share to be paid by the
applicable Third Party Purchaser).



     “Agreement” shall have the meaning set forth in the Preamble.



     “Carlyle Stockholders” means (a) the Initial Carlyle Stockholder and
(b) any Affiliates of the Initial Carlyle Stockholder to which (i) the Initial
Carlyle Stockholder or any other Person transfers Company Common Stock or (ii) the Company
issues Company Common Stock.



     “Company” means Booz Allen Hamilton Holding Corporation, a Delaware corporation.



     “Company Common Stock” means shares of the Company’s Class A Common Stock, par value
$0.01 per share.



7









 





     “Company Non-Voting Common Stock” means shares of the Company’s Class B Non-Voting
Common Stock, par value $0.01 per share.



     “Company Options” means options to purchase shares of Company Common Stock pursuant
to an option agreement and the Company Rollover Stock Plan, the Equity Incentive Plan or any
similar equity-based plans approved by the Board.



     “Company Restricted Common Stock” means shares of the Company’s Class C Restricted
Common Stock, par value $0.01 per share.



     “Company Rollover Stock Plan” means the Company’s Officer’s Rollover Stock Plan, as
such plan may be modified or supplemented from time to time by the board of directors of the
Company.



     “Company Sale” means the consummation of any transaction or series of transactions
(including, without limitation, any merger, recapitalization, reorganization, sale of stock or
other similar transaction) pursuant to which one or more Persons or group of Persons (other than
any Carlyle Stockholder) acquires (a) Securities possessing the voting power (without
taking into account this Agreement or any other agreement or proxy limiting the voting power of the
holder of such Securities) sufficient to elect a majority of the members of the board of directors
of the Company or the board of directors of the successor to the Company (whether such transaction
is effected by merger, consolidation, recapitalization, sale or transfer of the Company’s capital
stock or otherwise) or (b) all or substantially all of the assets of the Company and its
subsidiaries.



     “Company Special Voting Stock” means shares of the Company’s Class E Special Voting
Stock, par value $0.03 per share.



     “Individual Stockholder” shall have the meaning set forth in the Preamble.



     “Initiating Stockholder” shall have the meaning set forth in Section 1(a).



     “Party” means any of the parties to this Agreement.



     “Permitted Transfer” means (i) any Transfer of Company Common Stock, Company
Restricted Common Stock or Company Non-Voting Common Stock by an Individual Stockholder that is a
natural person (or a trust or entity of the type described below) (A) by gift to, or for
the benefit of, any member or members of his or her immediate family (which shall include any
spouse, or any lineal ancestor or descendant, niece, nephew, adopted child or sibling of him or her
or such spouse, niece, nephew or adopted child), (B) to a trust under which the
distribution of the Securities may be made only by such Individual Stockholder and/or such
Individual Stockholder’s immediate family or (C) to a partnership or limited liability
company for the benefit of the immediate family of such Individual Stockholder and the partners or
members of which are only such Individual Stockholder and such Individual Stockholder’s immediate
family, (ii) any Transfer of such Securities by an Individual Stockholder that is a



8









 




natural person to the heirs, executors or legatees of such Individual Stockholder by operation
of law or court order upon the death or incapacity of such Individual Stockholder; or (iii)
any Transfer of such Securities by an Individual Stockholder that is not a natural person to an
Affiliate; provided, that such Affiliate does not engage in any Competitive Activity (as
defined in the Stockholders Agreement).




     “Permitted Transferee” means the recipient of any Securities pursuant to a Permitted
Transfer.



     “Person” means any individual, corporation, partnership, limited partnership, limited
liability company, syndicate, trust, association or other entity.



     “Proxy Shares” means the outstanding Securities owned by the Individual Stockholder as
of the date hereof, together with any Securities subsequently issued to the Individual Stockholder
by the Company.



     “Related Trust” means, for any natural person, any trusts or entities to which such
natural person transferred, assigned or otherwise granted (i) Securities of the Company or
(ii) securities of Booz Allen Hamilton, Inc. that were exchanged for Securities of the
Company.



     “Related Individual” means, for any entity or trust, the natural person who initially
transferred, assigned or otherwise granted to such entity or trust (i) Securities of the Company or
(ii) securities of Booz Allen Hamilton, Inc. that were exchanged for Securities of the Company.



     “Sale Notice” shall have the meaning set forth in Section 1(b).



     “Securities” means (a) (i) shares of Company Common Stock,
(ii) shares of Company Restricted Common Stock, (iii) shares of Company Non-Voting
Common Stock, (iv) shares of Company Special Voting Stock and (v) Company Options;
and (b) any securities issued or issuable with respect to any of the foregoing (x)
upon any conversion or exchange thereof, (y) by way of stock dividend or other
distribution, stock split or reverse stock split or (z) in connection with a combination of
shares, recapitalization, merger, consolidation, exchange offer or other reorganization.



     “Stockholders Agreement” means that certain stockholders agreement, dated as of July
30, 2008, by and among the Company and its stockholders, as amended from time to time.



     “Tag-Along Notice” shall have the meaning set forth in Section 1(b).



     “Tag-Along Right” shall have the meaning set forth in Section 1(a).



     “Tag Eligible Securities” shall have the meaning set forth in Section 1(a).



     “Third Party Purchaser” means Persons other than an Affiliate of the Carlyle
Stockholder.



9









 





     “Transfer” means any direct or indirect sale, transfer, assignment, conveyance,
pledge, by operation of law or otherwise, or other encumbrance or disposition, but does not include
the sale of any shares of Company Special Voting Stock of the Company in accordance with the
Company Rollover Stock Plan.



     “Transfer Securities” shall have the meaning set forth in Section 1(b).



     “Voting Shares” means shares of Company Common Stock, Company Restricted Common Stock
and Company Special Voting Stock.


Section 4 Miscellaneous.




     (a) Effective Time. This Agreement shall become effective upon the effectiveness of
the registration statement relating to the initial public offering by the Company of Company Common
Stock and shall be null and void with no force and effect if such initial public offering is not
consummated within 60 days thereafter.



     (b) Effect of Transfers of Proxy Shares. Except in connection with a Permitted
Transfer, (i) no Transfer of Securities by the Individual Stockholder (or any of its
Permitted Transferees) shall result in the transfer to the transferee of any Tag-Along Rights with
respect to such transferred Securities and (ii) immediately prior to such Transfer, the
proxy granted herein to the Carlyle Stockholder with respect to such transferred Securities shall
terminate. In the event of a Transfer of any Proxy Shares to a Permitted Transferee by the
Individual Stockholder, the Proxy Shares so Transferred shall continue to be subject to the terms
and conditions of this Agreement and the Permitted Transferee shall take such Proxy Shares subject
to the rights and obligations set forth herein.



     (c) Assignment. This Agreement shall be binding upon and inure to the benefit of the
Parties and their respective legal representatives, heirs, legatees, successors, and, to the extent
set forth in Section 4(b), transferees pursuant to Permitted Transfers, and shall not otherwise be
assignable (whether by operation of law or otherwise) by any Party without the prior written
consent of the other Party.



     (d) Brokerage Accounts. The Individual Stockholder agrees that all Proxy Shares owned
by the Individual Stockholder or any of its Permitted Transferees shall be held in the name of the
Individual Stockholder or such Permitted Transferee and not in the name of any broker, brokerage
firm or other nominee.



     (e) Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware, without giving effect to its principles or rules of
conflict of laws to the extent such principles or rules are not mandatorily applicable by statute
and would require or permit the application of the laws of another jurisdiction.



10









 





     (f) Termination. This Agreement, and the respective rights and obligations of the
Parties, shall terminate immediately upon the earliest to occur of (x) the execution by the
Carlyle Stockholder and the Individual Stockholder of a written agreement to terminate this
Agreement, (y) such time as more than 60% of the Securities have been sold to the public
pursuant to an effective registration statement (other than a sale by the Company pursuant to a
registration statement on Form S-8) or in accordance with Rule 144 or another exemption from
registration or (z) such time when the Carlyle Stockholders cease collectively to own and
have the power to dispose of Company Common Stock, Company Non-Voting Common Stock and Company
Restricted Common Stock representing at least twenty-five percent (25%) of the interests in the
Company represented by all issued and outstanding shares of Company Common Stock, Company
Non-Voting Common Stock and Company Restricted Common Stock.



     (g) Specific Performance; Submission to Jurisdiction. The Parties agree that
irreparable damage would occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It is accordingly
agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of
this Agreement and to enforce specifically the terms and provisions of this Agreement in federal
and state courts located in Wilmington, Delaware, this being in addition to any other remedy to
which such Party is entitled at law or in equity. In addition, each of the Parties hereto
(i) consents to submit itself to the personal jurisdiction of the federal and state courts
located in Wilmington, Delaware in the event any dispute arises out of this Agreement or any of the
transactions contemplated by this Agreement; (ii) agrees that it will not attempt to deny
or defeat such personal jurisdiction by motion or other request for leave from such court,
(iii) agrees that it will not bring any action relating to this Agreement or any of the
transactions contemplated by this Agreement in any court other than the federal or state courts
located in Wilmington, Delaware, and (iv) to the fullest extent permitted by Law, consents to
service being made through the notice procedures set forth in Section 4(f). Each Party
hereto hereby agrees that, to the fullest extent permitted by Law, service of any process, summons,
notice or document by U.S. registered mail to the respective addresses set forth in Section
4(f) shall be effective service of process for any suit or proceeding in connection with this
Agreement or the transactions contemplated hereby.



     (h) Interpretation. The headings of the Sections contained in this Agreement are
solely for the purpose of reference, are not part of the agreement of the Parties and shall not
affect the meaning or interpretation of this Agreement. The words “this Agreement”, “herein”,
“hereunder”, “hereof”, “hereby”, or other words of similar import refer to this Agreement as a
whole and not to any particular Article, Section or other subdivision hereof. Unless the context
requires otherwise, pronouns in the masculine, feminine and neuter genders shall be construed to
include any other gender, and words in the singular form shall be construed to include the plural
and vice versa.



     (i) Notices. All notices and other communications provided for or permitted hereunder
shall be in writing and shall be deemed to have been duly given and received when



11









 




delivered by overnight courier or hand delivery, when sent by telecopy, or five (5) days after
mailing if sent by registered or certified mail (return receipt requested) postage prepaid, to the
Parties at the following addresses (or at such other address for any Party as shall be specified by
like notices).





	 	(i)	 	If to the Carlyle Stockholder, addressed to the Carlyle
Stockholder, c/o The Carlyle Group, at:




1001 Pennsylvania Avenue, N.W.

Washington, DC 20004

Attention: Ian Fujiyama

Facsimile: (202) 347-9250



With a copy to:



Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

Attention: Jeffrey J. Rosen

Facsimile: (212) 909-6836



And a copy to:



Booz Allen Hamilton Inc.

8283 Greensboro Drive

McLean, Virginia 22012

Attention: Law Department

Facsimile: (703) 902-3580





	 	(ii)	 	If to the Individual Stockholder, to the address set forth on
the Individual Stockholder’s signature page hereto




With a copy to:



Booz Allen Hamilton Inc.

8283 Greensboro Drive

McLean, Virginia 22012

Attention: Law Department

Facsimile: (703) 902-3580




     (j) Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which together shall be deemed to constitute one
and the same agreement. Any facsimile copies hereof or signature thereon shall, for all purposes,
be deemed originals.



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     (k) Attorney’s Fees. In any action or proceeding brought to enforce any provision of
this Agreement, the successful Party shall be entitled to recover reasonable attorney’s fees and
expenses in addition to any other available remedy.



     (l) Severability. In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstances, is held invalid, illegal, or unenforceable
in any respect for any reason, the validity, legality, and enforceability of any such provision in
every other respect and of the remaining provisions contained herein shall not be in any way
impaired thereby.



     (m) Integration. This Agreement constitutes the entire agreement among the parties
pertaining to the subject matter hereof and supersedes all prior agreements and understandings of
the parties in connection therewith.



[remainder of page intentionally left blank.]





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     IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date(s) set forth
below.



	 	 	 	 	 
	 	EXPLORER COINVEST LLC

 	 
	 	By:  	Carlyle Partners V US, L.P., its managing member
 
	 	 	 
	 	By:  	TC Group V US, L.P., its general partner
 	 
	 	 	 
	 	By:  	TC Group V US, L.L.C., its general partner
 	 
	 	 	 
	 	By:  	TC Group Investment Holdings, L.P., its managing member
 
	 	 	 
	 	By:  	TCG Holdings II, L.P., its general partner
 	 
	 	 	 
	 	  	By: 	/s/ Ian Fujiyama	 
	 	 	 	Name: Ian Fujiyama 	 
	 	 	 	Title: Managing Director 	 
	 	 	 
	 	Date: 10/20/2010 	 




[Signature page to Irrevocable Proxy and Tag-Along Agreement]




 









 








	 	 	 	 	 
	Date: _________________    	INDIVIDUAL STOCKHOLDER

 	 
	 
	 	Name: 	 
	 	Address: 	 
	 	 	 
	 	If the Individual Stockholder is not a natural person:

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Company Common Stock: ___________ shares



Company Non Voting Common Stock: __________ shares



Company Restricted Common Stock: ___________ shares



Company Special Voting Stock: ___________ shares



Company Options to purchase: ___________ shares

 	 



If the Individual Stockholder is not a natural person,

solely for the purposes of Section 2(b), accepted and agreed by:




Signature of

Related Individual: ________________________



Name: ________________________




[Signature page to Irrevocable Proxy and Tag-Along Agreement]