FORM STOCKHOLDERS AGREEMENTForm Stockholders Agreement • February 27th, 2015 • Engility Holdings, Inc. • Services-engineering services • Delaware
STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of February 26, 2015, by and among Engility Holdings, Inc., a Delaware corporation (the “Company”), Birch Partners, LP, a Delaware limited partnership (the “Stockholder” and, together with its Permitted Transferees that Beneficially Own any Common Stock and have become a party to this Agreement, the “Stockholder Group”), and, for purposes of Sections 2.2, 3.1, 3.2, 3.4, Articles IV, V, VI, IX and X only, KKR 2006 Fund L.P. (“KKR”), and, for purposes of Sections 2.3, 3.1, 3.2, 3.4, Articles IV, V, VI, IX and X only, General Atlantic Partners 85, L.P. (“General Atlantic”), and, in each case for purposes of Article IV only, the KKR Initial Investors (as defined below) and the GA Initial Investors (as defined below).
