12,000,000 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 • February 6th, 2015 • Booz Allen Hamilton Holding Corp • Services-management consulting services • New York
into Common Stock to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, (e) dispositions of shares of Common Stock to the Company (A) solely to satisfy tax withholding obligations in connection with the exercise of options to purchase Common Stock, the vesting of restricted shares of Common Stock, or the settling of restricted stock, provided that in the related Form 4 the undersigned notes in a footnote that such transfer was undertaken solely to satisfy tax withholding obligations or (B) in connection with the rights of the Company to cause the undersigned to sell shares of Common Stock in effect on the date hereof, (f) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of shares of Common Stock during the restricted period and no filing or other public announcement shall be required or shall be
