FORM OF STOCKHOLDERS AGREEMENT by and between Amentum Holdings, Inc. and Amentum Joint Venture LP Dated as of [•], 2024Joinder Agreement • August 5th, 2024 • Amazon Holdco Inc. • Services-business services, nec • Delaware
This STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of [•], 2024 (the “Effective Date”), is made by and between Amentum Holdings, Inc., a Delaware corporation (the “Company”), and Amentum Joint Venture LP, a Delaware limited partnership (“Merger Partner Equityholder” and, together with any Sponsor Transferees that become a party to this Agreement pursuant to Section 4.01(b), individually or collectively as the context may require, “Sponsor Stockholder”). Capitalized terms that are used but not otherwise defined in this preamble or the recitals shall have the respective meanings ascribed to such terms in Section 1.01.
FORM OF TAX MATTERS AGREEMENT by and among JACOBS SOLUTIONS INC., AMENTUM HOLDINGS, INC., AMENTUM PARENT HOLDINGS LLC, and AMENTUM JOINT VENTURE LP dated as ofTax Matters Agreement • August 5th, 2024 • Amazon Holdco Inc. • Services-business services, nec
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [ ], 2024, by and among Jacobs Solutions Inc., a Delaware corporation (“Parent”), Amentum Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“SpinCo”) (Parent and SpinCo are sometimes individually referred to herein as a “Company”), Amentum Parent Holdings LLC, a Delaware limited liability company (“Merger Partner”) and Amentum Joint Venture LP, a Delaware limited partnership (“Merger Partner Equityholder”). Each of Parent, SpinCo, and Merger Partner (or, for the absence of doubt, SpinCo as successor to Merger Partner) are herein referred to individually as a “Party” and collectively as the “Parties.”
