Exhibit 99
The Onae Trust is a party to an investor rights agreement and a
shareholders' agreement, each dated as of April 22, 2005. The investor rights
agreement contains a voting agreement that provides, among other things and
subject to certain conditions, that (i) New Mountain Partners II, L.P. is
entitled to elect up to a majority of the members of the board of directors of
the issuer, depending upon the percentage of outstanding common stock and Class
A common stock of the issuer held by New Mountain Partners II, L.P., New
Mountain Affiliated Investors II, L.P., and Allegheny New Mountain Partners,
L.P. (collectively, the "New Mountain Funds") (subject to the right of Allegheny
New Mountain Partners, L.P. to designate one director in lieu of a director
designated by New Mountain Partners II, L.P.); and (ii) the deLaski Shareholders
(as described below) are entitled to designate up to two members of the board of
directors of the issuer, depending on the percentage of outstanding common stock
of the issuer held by the deLaski Shareholders. The agreement provides that the
New Mountain Funds and the deLaski Shareholders shall each vote all of their
voting shares to effectuate the election of such directors. The deLaski
Shareholders consist of Xxxxxxx X. xxXxxxx, Xxxxxx xxXxxxx, Xxxxxx xxXxxxx 2007
Grantor Retained Annuity Trust, Xxxxxx xxXxxxx 2008 Grantor Retained Annuity
Trust, Xxxxx xxXxxxx, Xxxxxx Xxxxx and Xxxxxxxx Xxxxx, XXXXXX, The Xxxx Xxxxx
xxXxxxx Irrevocable Trust, The Xxxxxx Xxxx xxXxxxx Irrevocable Trust, the Xxxx
Xxxxxx xxXxxxx Revocable Trust and The Xxxx Xxxxxx xxXxxxx Marital Trust. The
shareholders' agreement provides, among other things, that if the New Mountain
Funds propose to sell all or any portion of their common stock, then certain
parties to the agreement, if requested by the New Mountain Funds, agree to sell
their shares in amounts proportionate to the sale by the New Mountain Funds and,
if shareholder approval is required to approve such transaction, to vote all of
their shares in favor of the transaction. As a result, the reporting person may
be deemed to be a member of a group pursuant to Rule 13d-5 promulgated under the
Securities Exchange Act of 1934 (the "Act"). This filing should not be deemed an
admission that the reporting person is, for purposes of Section 13(d) or Section
16 of the Act or otherwise, a member of a group or that the reporting person is
the beneficial owner of any securities in excess of the amount in which the
reporting person has a pecuniary interest therein, and the reporting person
disclaims beneficial ownership of any such securities.
