Mowdy
Name: Timothy P. Mowdy
Title: Administrative Vice President
[Signature Page to Warrant Agreement]
EXHIBIT A
[FORM OF FACE OF WARRANT CERTIFICATE]
[To be included on Global Certificates]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE WARRANT
AGREEMENT REFERRED TO ON THE REVERSE HEREOF.
ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE
CONDITIONS (INCLUDING FIRST OFFER RIGHTS) SPECIFIED IN THE WARRANT AGREEMENT
(THE "WARRANT AGREEMENT") DATED AS OF AUGUST 18, 2014 BETWEEN ALION SCIENCE AND
TECHNOLOGY CORPORATION (THE "COMPANY") AND WILMINGTON TRUST, NATIONAL
ASSOCIATION, SOLELY IN ITS CAPACITY AS WARRANT AGENT. BY ACCEPTING DELIVERY OF
THE SECURITIES REPRESENTED BY THIS CERTIFICATE, ANY TRANSFEREE SHALL BE DEEMED
TO HAVE AGREED TO BE BOUND BY THE WARRANT AGREEMENT AS IF THE TRANSFEREE HAD
EXECUTED AND DELIVERED THE WARRANT AGREEMENT.
A-1
No. [ ]
Certificate for [ ] Warrants
WARRANTS TO PURCHASE COMMON STOCK OF
ALION SCIENCE AND TECHNOLOGY CORPORATION
THIS CERTIFIES THAT [
], or its registered assigns, is
the registered holder of the number of Warrants set forth above (the
"Warrants").
Each Warrant entitles the holder thereof (the "Holder"), at its
option and subject to the provisions contained herein and in the Warrant
Agreement referred to below, to purchase from ALION SCIENCE AND TECHNOLOGY
CORPORATION, a Delaware corporation (the "Company"), 17.6773672 shares of Common
Stock, par value of $0.01 per share, of the Company (the "Common Stock") at an
exercise price
of $0.01 per share (the "Exercise Price"), or by Cashless
Exercise referred to below.
This Warrant Certificate shall terminate and become
void as of the close of business on August 17, 2024 (the "Expiration Date") or
upon the exercise hereof as to all the shares of Common Stock subject hereto.
The number of shares issuable upon exercise of the Warrants shall be subject to
adjustment from time to time as set forth in the Warrant Agreement.
This Warrant Certificate is issued under and in accordance with a Warrant
Agreement dated as of August 18, 2014 (the "Warrant Agreement"), between the
Company and Wilmington