10,000,000 Shares BOOZ ALLEN HAMILTON HOLDING CORPORATION SECONDARY OFFERING OF CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT (the “Agreement”)Underwriting Agreement • June 4th, 2014 • Booz Allen Hamilton Holding Corp • Services-management consulting services • New York
amended) and provided that such transfers shall not be voluntarily reported on a Form 4; provided, that in the case of any transfer or distribution pursuant to clause (b), (c) or (d), (1) each donee, distributee, trustee or transferee shall sign and deliver a lock-up letter substantially in the form of this letter and (2) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the restricted period (other than a Form 5 required to be filed within the 45 calendar days following March 31, 2015 and filed during such 45 calendar day period or thereafter). For the purposes of this agreement, “immediate family” shall include any spouse, or any lineal ancestor or descendent, niece, nephew, adopted child, or sibling of him or her or of such spouse, niece, nephew or adopted child. In addition, the undersigned agrees that, without the prior written consent of each Underwriter
