WARRANT AGREEMENT Dated as of between ALION SCIENCE AND TECHNOLOGY CORPORATION and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Warrant AgentWarrant Agreement • May 9th, 2014 • Washington Consulting, Inc. • Services-engineering services • Delaware
WARRANT AGREEMENT dated as of [·] (this “Agreement”), between ALION SCIENCE AND TECHNOLOGY CORPORATION, a Delaware corporation (the “Company”), and Wilmington Trust, National Association as Warrant Agent (together with its successors and assigns, in such capacity, the “Warrant Agent”).
ALION SCIENCE AND TECHNOLOGY CORPORATION STOCKHOLDERS’ AGREEMENT Dated as of [·], 2014Stockholders’ Agreement • May 9th, 2014 • Washington Consulting, Inc. • Services-engineering services • Delaware
This Stockholders’ Agreement (this “Agreement”) is made as of the [·] day of [·], 2014, by and among ALION SCIENCE AND TECHNOLOGY CORPORATION, a Delaware corporation (the “Company”), the ESOP Trustee (as defined in Section 1.1), and each Person (as defined in Section 1.1) that hereafter becomes a Holder (as defined in Section 1.1) and desires to be or is required by this Agreement or another agreement to become a party hereto.
DEALER MANAGER AGREEMENTDealer Manager Agreement • May 9th, 2014 • Washington Consulting, Inc. • Services-engineering services • New York
Alion Science and Technology Corporation, a Delaware corporation (the “Company”), plans to commence an offer to exchange any and all of its outstanding 10.25% unsecured senior notes due 2015 (the “Old Securities”) issued pursuant to an indenture dated February 8, 2007 (such indenture, as amended and supplemented as of the date hereof, the “Old Indenture”) for (i) a combination of (a) new Third-Lien Senior Secured Notes due 2019 (the “New Notes”) and (b) warrants to purchase the Company’s common stock (the “Warrants,” and together with the New Notes and the Guarantors’ (as defined below) guarantees of the New Notes (the “Guarantees”), the “New Securities”) or (ii) cash in an amount not to exceed $20,000,400 (excluding accrued and unpaid interest and the Early Tender Payment), and engage in a related solicitation of consents from holders of Old Securities to certain amendments to the Old Indenture (such exchange offer, tender offer and consent solicitation being collectively referred to
