forth in the Sections set forth
below:
Defined Term
Location of Definition
Accountants
Section 12(a)
Agreement
Preamble
BAH
Recitals
Board
Recitals
Bring-Along Notice
Section 4(b)
Bring-Along Right
Section 4(a)
Buyer
Recitals
Code
Section 12(a)
Company
Preamble
Demand Registration
Section 6(a)
Directors
Section 1(a)
Direct Competitive Activity
Section 9(a)
Disability Notice
Section 8(d)
Executive Directors
Section 1(b)
Financing Agreements
Section 8(d)
Foreclosed Securities
Section 2
Foreclosure Transferee
Section 2
Initial Carlyle Stockholder
Preamble
Lender
Section 2
Management Securities Call Notice
Section 8(a)
Management Securities Call Right
Section 8(a)
Management Securities Purchase Price
Section 8(b)
Merger
Recitals
Merger Agreement
Recitals
Merger Sub
Recitals
Newco
Section 9(a)
Newco 2
Section 9(a)
Other Stockholder Securities Call Notice
Section 9(a)
Other Stockholder Securities Call Right
Section 9(a)
Other Stockholder Securities Purchase Price
Section 9(b)
Payments
Section 12(a)
Permitted Transfer
Section 5(a)
Permitted Transferee
Section 5(a)
Piggyback Registration
Section 6(b)
Registration Request
Section 6(a)
Repurchase Date
Section 8(b)
Repurchase Disability
Section 8(d)
Securities Act
Section 2
Third Party Purchaser
Section 4(a)
Third Party Terms
Section 4(b)
Unaffiliated Directors
Section 1(b)
280G Regulations
Section 12(b)
(c)
Terms used but not defined herein have the meanings ascribed to them in
the Merger Agreement.
Section 15.
Effectiveness.
(a)
This Agreement shall become effective upon the effectiveness of the
registration statement relating to the IPO and shall be null and void with no
force and effect if the IPO is not consummated within 60 days thereafter.
Section 16.
Miscellaneous.
(a)
Legends. Each certificate representing the securities issued by the
Company and held by a Stockholder shall bear the following legends; provided,
that the legend set forth below will be removed promptly from the certificates
evidencing any securities which cease to be Registrable Securities in accordance
with the definition of such term herein, or would cease to be Registrable
Securities upon deliver of unlegended certificates by the Company:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), OR THE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND SAID LAWS OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS THEREOF."
"THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE REPURCHASE RIGHTS,
ADDITIONAL RESTRICTIONS ON TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN
THE BOOZ ALLEN HAMILTON HOLDING CORPORATION OFFICERS' ROLLOVER STOCK PLAN AND AN
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT BETWEEN THE ISSUER AND THE
STOCKHOLDERS AND OPTIONHOLDERS OF THE ISSUER, DATED AS OF NOVEMBER 8, 2010. A
COPY OF SUCH PLAN AND AGREEMENT SHALL BE FURNISHED WITHOUT CHARGE BY THE ISSUER
TO THE HOLDER HEREOF UPON WRITTEN REQUEST."
(b)
Successors, Assigns and Transferees. This Agreement shall be binding upon
and inure to the benefit of the Parties and their respective legal
representatives, heirs, legatees, successors, and assigns and any other
transferee and shall also apply to any securities acquired by a Stockholder
after the date hereof.
(c)
Governing Law. This Agreement shall be governed by, and construed in
accordance