Form 8-K

8-K — Booz Allen Hamilton Holding Corp

Accession: 0001104659-26-090450

Filed: 2026-08-04

Period: 2026-08-04

CIK: 0001443646

SIC: 8742 (SERVICES-MANAGEMENT CONSULTING SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2621893d1_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2621893d1_ex1-1.htm)

EX-4.2 — EXHIBIT 4.2 (tm2621893d1_ex4-2.htm)

EX-5.1 — EXHIBIT 5.1 (tm2621893d1_ex5-1.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: tm2621893d1_8k.htm · Sequence: 1

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2026-08-04

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the

Securities Exchange Act of 1934

Date of Report (Date of earliest event

reported): August 4, 2026

Booz Allen Hamilton Holding Corporation

(Exact name of registrant as specified

in its charter)

Delaware

001-34972

26-2634160

(State

or other jurisdiction

of incorporation)

(Commission

file number)

(I.R.S.

Employer

Identification Number)

8283 Greensboro Drive, McLean, Virginia

22102

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number,

including area code: (703) 902-5000

Not

Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which

Registered

Class A Common Stock

BAH

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging

growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company,

indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised

financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01

Entry Into a Material Definitive Agreement.

August 4, 2026, Booz Allen Hamilton Inc., a Delaware corporation (the “Company”) and a wholly-owned subsidiary of Booz

Allen Hamilton Holding Corporation, a Delaware corporation (the “Parent Guarantor”), issued $700,000,000 aggregate principal

amount of its 5.375% Senior Notes due 2030 (the “2030 Notes”) and $500,000,000 aggregate principal amount of its 5.900% Senior

Notes due 2034 (the “2034 Notes”, and together with the 2030 Notes, the “Notes”). The Notes were issued pursuant

to an Indenture, dated as of August 4, 2023 (the “Base Indenture”), among the Company, the Parent Guarantor and U.S.

Bank Trust Company, National Association, as trustee, as supplemented by the Third Supplemental Indenture, dated as of August 4,

2026, (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Indenture contains

certain covenants, events of default and other customary provisions. The Notes are fully and unconditionally guaranteed on an unsecured

and unsubordinated basis (the “Guarantee”) by the Parent Guarantor, pursuant to the Indenture.

The

Notes were sold pursuant to an effective automatic shelf registration statement on Form S-3 (the “Registration Statement”)

(File Nos. 333-297693 and 333-297693-01), which became effective upon filing with the Securities and Exchange Commission on July 24,

2026. The closing of the sale of the Notes occurred on August 4, 2026.

The

foregoing descriptions of the Notes, the Base Indenture and the Supplemental Indenture are summaries only and are qualified in their

entirety by reference to the full text of such documents. The Base Indenture and the Supplemental Indenture (including the form

of the Notes) are filed as Exhibits 4.1 and 4.2 hereto, respectively, and are incorporated by reference herein.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The

information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01

Other Events.

connection with the issuance and sale of the Notes, the Company entered into an Underwriting Agreement, dated July 28, 2026 (the

“Underwriting Agreement”), with the Parent Guarantor and BofA Securities, Inc., J.P. Morgan Securities LLC, PNC Capital

Markets LLC and Truist Securities, Inc., as representatives of the underwriters named in Schedule A thereto. The Underwriting Agreement

is filed as Exhibit 1.1 hereto and is incorporated by reference herein. The opinion of Debevoise & Plimpton LLP, relating

to the validity of the Notes and the related Guarantee, is filed as Exhibit 5.1 hereto.

Item 9.01

Financial Statements and Exhibits.

The

exhibits to this Current Report on Form 8-K (except Exhibit 104) are hereby incorporated by reference into the Registration

Statement.

(d) Exhibits.

Exhibit No.

Description

1.1

Underwriting Agreement, dated July 28, 2026, among Booz Allen Hamilton Inc., Booz Allen Hamilton Holding Corporation, and BofA Securities, Inc., J.P. Morgan Securities LLC, PNC Capital Markets LLC and Truist Securities, Inc., as representatives of the underwriters named in Schedule A thereto.

4.1

Indenture, dated as of August 4, 2023, among Booz Allen Hamilton Inc., Booz Allen Hamilton Holding Corporation, as parent guarantor, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Parent Guarantor’s Current Report on Form 8-K filed on August 4, 2023).

4.2

Supplemental Indenture (including the form of 5.375% Senior Notes due 2030 and the form of 5.900% Senior Notes due 2034), dated as of August 4, 2026, among Booz Allen Hamilton Inc., Booz Allen Hamilton Holding Corporation, as parent guarantor, and U.S. Bank Trust Company, National Association, as trustee.

4.3

Form of 2030 Note (included as Exhibit A to Exhibit 4.2).

4.4

Form of 2034 Note (included as Exhibit B to Exhibit 4.2).

5.1

Opinion of Debevoise & Plimpton LLP.

23.1

Consent of Debevoise & Plimpton LLP (contained in Exhibit 5.1).

104

Cover Page to this Current Report on Form 8-K in Inline XBRL.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Booz Allen Hamilton Holding Corporation

BY:

/s/

Troy Lahr

Name:

Troy Lahr

Title:

Executive Vice President and Chief Financial Officer

Date: August 4,

2026

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2621893d1_ex1-1.htm · Sequence: 2

Exhibit 1.1

Execution Version

UNDERWRITING AGREEMENT

July 28, 2026

BofA Securities, Inc.

J.P. Morgan Securities LLC

PNC Capital Markets LLC

Truist Securities, Inc.

as Representatives of the several Underwriters

c/o BofA Securities, Inc.

One Bryant Park

New York, New York 10036

c/o J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

c/o PNC Capital Markets LLC

300 Fifth Avenue, 10th Floor

Pittsburgh, PA 15222

c/o Truist Securities, Inc.

50 Hudson Yards

New York, New York 10001

Ladies and Gentlemen:

Introductory. Booz Allen Hamilton Inc.,

a Delaware corporation (the “Company”), a wholly-owned subsidiary of Booz Allen Hamilton Holding Corporation, a Delaware

corporation (the “Parent Guarantor”), confirm their respective agreements with BofA Securities, Inc. (“BofA”),

J.P. Morgan Securities LLC (“J.P. Morgan”), PNC Capital Markets LLC (“PNC”), Truist Securities, Inc.

(“Truist”), and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,”

which term shall also include any underwriter substituted as hereinafter provided in Section 16 hereof), for whom BofA, J.P. Morgan,

PNC and Truist are acting as representatives (each in such capacity, the “Representatives“), and the purchase by the

Underwriters, acting severally and not jointly, of the respective amounts set forth in such Schedule A of $1,200,000,000 aggregate principal

amount of the Company’s senior notes, consisting of $700,000,000 aggregate principal amount of the Company’s 5.375% Senior

Notes due 2030 (the “3-Year Notes”) and $500,000,000 aggregate principal amount of the Company’s 5.900% Senior

Notes due 2034 (the “7-Year Notes” and, together with the 3-Year Notes, the “Notes”).

The Securities (as defined below) will be issued

pursuant to an indenture, dated as of August 4, 2023 (the “Base Indenture”), among the Company, Parent Guarantor

and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the Third Supplemental

Indenture, to be dated as of August 4, 2026, among the Company, Parent Guarantor and the Trustee, relating to the Notes (the “Third

Supplemental Indenture”). The Base Indenture, as supplemental by the Third Supplemental Indenture with respect to the Notes,

is referred to herein as the “Indenture.” Each series of Notes will be issued only in book-entry form in the name of

Cede & Co., as nominee of The Depository Trust Company (the “Depositary”).

The payment of principal of, premium, if any, and

interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis by the Parent Guarantor, pursuant to its

guarantee (the “Guarantee”). The Notes and the Guarantee are herein collectively referred to as the “Securities.”

The issuance and sale of the Notes and the issuance

of the Guarantee as described in the General Disclosure Package (as defined below), are referred to herein collectively as the “Transactions.”

This Agreement, the Securities and the Indenture

(including, where relevant, each of the Base Indenture and the Third Supplemental Indenture) are referred to herein as the “Transaction

Documents.”

The Parent Guarantor and the Company have prepared

and filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement,”

as defined under Rule 405 (”Rule 405”) under the Securities Act of 1933 (as amended, the “Securities

Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), on Form S-3

(File Nos. 333-297693 and 333-297693-01) covering the public offering and sale of certain securities of the Company, including the Securities,

under the Securities Act, which automatic shelf registration statement became effective under Rule 462(e) of the Securities

Act (“Rule 462(e)”). Such registration statement, as of any time, as amended by any post-effective amendments

thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated

by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to

be a part thereof as of such time pursuant to Rule 430B of Securities Act (“Rule 430B”), is referred to herein

as the “Registration Statement”; provided, however, that the “Registration Statement” without reference

to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of

sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect

to the Securities within the meaning of Rule 430B(f)(2), including the exhibits and schedules thereto as of such time, the documents

incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities

Act and the documents otherwise deemed to be a part thereof as of such time pursuant to the Rule 430B. Each preliminary prospectus

supplement and the base prospectus used in connection with the offering of the Notes, including the documents incorporated or deemed to

be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act immediately prior to the Applicable

Time (as defined below), are collectively referred to herein as a “preliminary prospectus.” Promptly after execution

and delivery of this Agreement, the Company will prepare and file a final prospectus supplement relating to the Securities in accordance

with the provisions of Rule 424(b) of the Securities Act (“Rule 424(b)”). The final prospectus supplement

and the base prospectus, in the form first furnished to the Underwriters for use in connection with the offering and sale of the Securities,

including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the

Securities Act immediately prior to the Applicable Time, are collectively referred to herein as the “Prospectus.” For

purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus or the Prospectus or any amendment

or supplement thereto shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis

and Retrieval system (or any successor system)(“EDGAR”).

As used in this Agreement:

“Applicable Time” means 2:00

P.M., New York City time, on July 28, 2026 or such other time as agreed by the Company and the Representatives.

“General Disclosure Package”

means each Issuer General Use Free Writing Prospectus issued at or prior to the Applicable Time and the most recent preliminary prospectus

(including any documents incorporated therein by reference) that is distributed to prospective investors prior to the Applicable Time,

all considered together.

“Issuer Free Writing Prospectus”

means any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act (“Rule 433”),

including, without limitation, any “free writing prospectus” (as defined in Rule 405) relating to the Securities that

is (i) required to be filed with the Commission by the Company, (ii) a “road show that is a written communication”

within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) exempt from filing

with the Commission pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the offering thereof

that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required

to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

“Issuer General Use Free Writing Prospectus”

means any Issuer Free Writing Prospectus that is intended for general distribution to investors, as evidenced by its being specified in

Schedule B hereto.

“Issuer Limited Use Free Writing Prospectus”

means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.

All references herein to the terms “Registration

Statement,” “General Disclosure Package” and “Prospectus” shall be deemed to mean and include all information

filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes

the rules and regulations of the Commission promulgated thereunder) prior to the Applicable Time and incorporated or deemed to be

incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be, prior to the

Applicable Time, and all references herein to the terms “amend,” “amendment” or “supplement” with

respect to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include all information

filed under the Exchange Act at or after the Applicable Time that are or are deemed to be incorporated by reference in the Registration

Statement, such preliminary prospectus or the Prospectus, as the case may be.

The Company hereby confirms its agreements with

the Underwriters as follows:

SECTION 1. Representations

and Warranties. Each of the Company and Parent Guarantor represent and warrant to each Underwriter as of the date hereof and as of

the Closing Time (as defined below), and agrees with each Underwriter, as follows:

(a)            Registration

Statement and Prospectuses. The Company and the Parent Guarantor meet the requirements for use of Form S-3 under the Securities

Act. The Registration Statement is an automatic shelf registration statement under Rule 405 and the Securities have been and remain

eligible for registration by the Company and the Parent Guarantor on such automatic shelf registration statement. Each of the Registration

Statement and any post-effective amendment thereto has become effective under the Securities Act. No stop order suspending the effectiveness

of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no notice of objection

of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of

the Securities Act (“Rule 401(g)(2)”) has been received by the Company, no order preventing or suspending the

use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any

of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. Each of the Company and/or the

Parent Guarantor has complied with each request (if any) from the Commission for additional information. In addition, the Indenture has

been duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the

“Trust Indenture Act”).

Each of the Registration Statement and any post-effective

amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2),

the Applicable Time and the Closing Time complied and will comply in all material respects with the requirements of the Securities Act

and the Trust Indenture Act. Each preliminary prospectus and the Prospectus and any amendment or supplement thereto, at the time each

was filed with the Commission, and, in each case, the Applicable Time and the Closing Time complied and will comply in all material respects

with the requirements of the Securities Act and the Trust Indenture Act, and each preliminary prospectus and the Prospectus are identical

to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation

S-T.

(b)            The

General Disclosure Package. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof

or at the Closing Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state

a material fact required to be stated therein or necessary to make the statements therein not misleading. None of the General Disclosure

Package or any individual Issuer Limited Use Free Writing Prospectus when considered together with the General Disclosure Package, as

of the Applicable Time, or the Prospectus, including any amendment or supplement thereto, as of its date, at the time of any filing with

the Commission pursuant to Rule 424(b)  or as of the Closing Time, contains or will contain an untrue statement of a material

fact or omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements

in or omissions from the Registration Statement, the General Disclosure Package, the Prospectus or any amendment or supplement thereto,

or any individual Issuer Limited Use Free Writing Prospectus made in reliance upon and in conformity with information furnished to the

Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement, the General Disclosure

Package, the Prospectus or amendment or supplement thereto, or any individual Issuer Limited Use Free Writing Prospectus, as the case

may be. For purposes of this Agreement, the only information so furnished shall be the information in the third, eighth, and ninth paragraphs

under the heading “Underwriting (Conflicts of Interest),” contained in the Prospectus (collectively, the “Underwriter

Information”).

Free Writing Prospectuses. No Issuer Free Writing Prospectus conflicts or will conflict with the information contained in the Registration

Statement, any preliminary prospectus or the Prospectus, including any document incorporated by reference therein, that has not been superseded

or modified. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as

a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration

Statement, the General Disclosure Package or the Prospectus, the Company has promptly notified or will promptly notify the Representatives

and has promptly amended or supplemented or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus

to eliminate or correct such conflict. The foregoing two sentences do not apply to statements in or omissions from any Issuer Free Writing

Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives

specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives

consists of the Underwriter Information.

(d)            Company

Additional Written Communications. Neither the Company, the Parent Guarantor nor any of their agents and representatives (other than

the Underwriters, in their capacity as such) have prepared, made, used, authorized, approved or distributed and will not prepare, make,

use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the

Securities other than (i) the Registration Statement, (ii) the General Disclosure Package, (iii) the Prospectus, (iv) any

Issuer Free Writing Prospectus reviewed and consented to by the Representatives and listed on Schedule B hereto and (v) any electronic

road show or other written communications listed on Schedule C hereto, in each case used in accordance with Section 3(m). Each such

communication by the Company and the Parent Guarantor or their agents and representatives (other than the Underwriters, in their capacity

as such) pursuant to clause (v) of the preceding sentence (each, a “Company Additional Written Communication”),

when taken together with the General Disclosure Package, did not as of the Applicable Time, and at the Closing Time will not, contain

any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light

of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall

not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity

with Underwriter Information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in any

Company Additional Written Communication.

(e)            Well-Known

Seasoned Issuer. (A) At the original effectiveness of the Registration Statement, (B) at the time of the most recent amendment

thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective

amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at

the time the Company, the Parent Guarantor or any person acting on their respective behalfs (within the meaning, for this clause only,

of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption of Rule 163 (D) at the date of this

Agreement and (E) at the Applicable Time, each of the Parent Guarantor and the Company was and is a “well-known seasoned issuer,”

as defined in Rule 405.

(f)             Company

Not Ineligible Issuer. (A) At the time of filing the Registration Statement and any post-effective amendment thereto, (B) at

the earliest time thereafter that the Company, the Parent Guarantor or another offering participant made a bona fide offer (within

the meaning of Rule 164(h)(2) of the Securities Act) of the Securities, (C) at the date of this Agreement and (D) at

the Applicable Time, each of the Company and the Parent Guarantor was not and is not an “ineligible issuer,” as defined in

Rule 405, without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the

Company and/or the Parent Guarantor be considered an ineligible issuer.

(g)         Incorporated

Documents.      The documents incorporated or deemed to be incorporated

by reference in the Registration Statement, the General Disclosure Package and the Prospectus, when they became effective or at the time

they were or hereafter are filed with the Commission (collectively, the “Incorporated Documents”) complied and will

comply in all material respects with the requirements of the Exchange Act. Each such Incorporated Document, when taken together with the

General Disclosure Package, did not as of the Applicable Time, and at the Closing Time will not, contain any untrue statement of a material

fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which

they were made, not misleading.

(h)            The

Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Company and Parent Guarantor.

(i)             Authorization

of the Notes and the Guarantee. The Notes to be purchased by the Underwriters from the Company will on the Closing Time be in the

form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and,

when executed and authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor,

will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as

the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting

the rights and remedies of creditors or by general equitable principles, and will be entitled to the benefits of the Indenture. The Guarantee

of the Notes on the Closing Time will be in the form contemplated by the Indenture, have been duly authorized by Parent Guarantor for

issuance pursuant to this Agreement and the Indenture and, when the Notes have been duly executed and authenticated in the manner provided

for in the Indenture and issued and delivered against payment of the purchase price therefor, will constitute valid and binding agreement

of Parent Guarantor enforceable against Parent Guarantor in accordance with their terms, except as the enforcement thereof may be limited

by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights

and remedies of creditors or by general equitable principles, and will be entitled to the benefits of the Indenture.

(j)              Authorization

of the Indenture. The Indenture has been duly authorized by the Company and the Parent Guarantor and duly qualified under the Trust

Indenture Act and, at the Closing Time, will have been duly executed and delivered by the Company and the Parent Guarantor and, when executed

and delivered by the Company, the Parent Guarantor and the Trustee in accordance with its terms, will constitute a valid and binding agreement

of the Company and the Parent Guarantor, enforceable against the Company and the Parent Guarantor in accordance with its terms, except

as the enforcement thereof may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or other similar

laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

(k)            Description

of the Securities. The Securities and the Indenture will conform in all material respects to the respective statements relating thereto

contained in the Registration Statement, the General Disclosure Package and the Prospectus.

(l)             No

Material Adverse Change. Except as otherwise stated therein, since the respective dates as of which information is given in the Registration

Statement, the General Disclosure Package or the Prospectus: (i) there has been no material adverse change, or any development that

could reasonably be expected to result in a material adverse change, in the condition (financial or otherwise), business, properties or

results of operations of the Company and its subsidiaries taken as a whole (any such change is called a “Material Adverse Change”);

(ii) the Company and its subsidiaries, considered as one entity, have not incurred any material liability or obligation, indirect,

direct or contingent, not in the ordinary course of business nor entered into any material transaction or agreement not in the ordinary

course of business; and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any

class of capital stock or other ownership interests or repurchase or redemption by the Company or any of its subsidiaries of any class

of capital stock or other ownership interests.

(m)           Preparation

of the Financial Statements. The financial statements, together with the related schedules and notes, included or incorporated by

reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the

consolidated financial position of the entities to which they relate as of and at the dates indicated and the results of their operations

and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting

principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved,

except as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business Reporting Language incorporated

by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly present the information called for

in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(n)            Incorporation

and Good Standing of the Company, the Parent Guarantor and their respective Subsidiaries. Each of the Company, the Parent Guarantor

and their respective subsidiaries has been duly incorporated or formed, as applicable, and is validly existing as a corporation, limited

partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or formation,

as applicable, and has corporate, partnership or limited liability company, as applicable, power and authority to own, lease and operate

its properties and to conduct its business as described in Registration Statement, the General Disclosure Package and the Prospectus and,

in the case of the Company and the Parent Guarantor, to enter into and perform its obligations under each of the Transaction Documents

to which it is a party, and the Company, the Parent Guarantor and each subsidiary is duly qualified as a foreign corporation, limited

partnership or limited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction

in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except

to the extent that the failure to be so qualified or to be in good standing would not, individually or in the aggregate, reasonably be

expected to result in a Material Adverse Change. All of the issued and outstanding capital stock or other ownership interests of each

subsidiary has been duly authorized and validly issued, is fully paid and nonassessable and is owned by the Company or the Parent Guarantor,

directly or through subsidiaries, free and clear of all liens, equities, encumbrances or claims, except as disclosed in the Registration

Statement, the General Disclosure Package and the Prospectus.

(o)            Non-Contravention

of Existing Instruments; No Further Authorizations or Approvals Required. None of the Company, the Parent Guarantor nor any of their

respective subsidiaries is (i) in violation of its charter, bylaws or other constitutive document, as applicable, each as amended

or restated as of the date hereof, or (ii) in default that, with the giving of notice or lapse of time, would constitute such a default

(“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument

to which the Company, the Parent Guarantor or any of their respective subsidiaries is a party or by which it or any of them may be bound (including,

without limitation, the Company’s Credit Agreement, dated as of July 27, 2023, as amended, and the Company’s indentures

related to their existing senior notes due 2028, 2029, 2033, and 2035 dated as of August 24, 2020, June 17, 2021, August 4,

2023, and March 14, 2025 respectively), or to which any of the property or assets of the Company, the Parent Guarantor or any of

their respective subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above,

for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The execution and delivery of,

and the performance of their respective obligations under, the Transaction Documents by the Company and the Parent Guarantor party thereto,

and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the General

Disclosure Package and Prospectus will not (i) result in any violation of the provisions of the charter, bylaws or other constitutive

document of the Company, the Parent Guarantor or any subsidiary, (ii) violate or breach any Existing Instrument and (iii) result

in any violation of any applicable law or judgment, order or decree of any federal, state, local, international or foreign governmental

authority, or any court, administrative or regulatory agency or commission or other governmental authority (each a “Governmental

Entity”) having jurisdiction over the Company, the Parent Guarantor or any subsidiary, except, in the case of clauses (ii) and

(iii) above, for any such violation or breach that would not result in a Material Adverse Change. No consent, approval, authorization

or other order of, or qualification with, any Governmental Entity is required for the execution and delivery of, and the performance of

their respective obligations under, the Transaction Documents by the Company and the Parent Guarantor to the extent a party thereto, or

the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the General Disclosure

Package and Prospectus, except for (i) such consents, approvals, authorization, orders, qualifications, waivers, amendments or terminations

as have been obtained or made as of the Applicable Time, (ii) such consents, approvals, authorizations, orders or qualifications

as may be required under securities or Blue Sky laws of the various states in connection with the purchase and resale of the Securities

by the Underwriters, or (iii) where the failure to obtain or make any such consent, approval, authorization, order or qualification

would not result in a Material Adverse Change or materially and adversely affect the consummation of the Transactions.

(p)            No

Further Authorizations or Approvals Required. The execution and delivery by the Company and the Parent Guarantor of, and the performance

by the Company and the Parent Guarantor of their obligations under, this Agreement will not require with respect to the Company, the Parent

Guarantor or any of their respective subsidiaries any license, consent, approval, action, order, authorization, or permit of, or registration,

declaration or filing with, any Governmental Entity, including the (i) National Industrial Security Program Operating Manual notification

requirements; (ii) notice requirements under International Traffic in Arms Regulations and other export control laws of the United

States; and (iii) notification requirements in accordance with the Cost Accounting Standards (as defined in the Federal Acquisition

Regulations, 48 CFR Chapter 99), except those that have been obtained or where the failure to obtain such license, consent, approval,

action, order, authorization or permit of, or registration, declaration or filing would not result in a Material Adverse Change.

(q)            No

Material Actions or Proceedings. (i) There are no legal or governmental proceedings pending or, to the knowledge of the Company

and the Parent Guarantor, threatened to which the Company, the Parent Guarantor or any of their respective subsidiaries is a party or

to which any of the properties of the Company, Parent Guarantor or any of their subsidiaries is subject, other than proceedings disclosed

in the Registration Statement, General Disclosure Package and Prospectus or proceedings that would not result in a Material Adverse Change

and would not result in a material adverse change on the power or ability of the Company, the Parent Guarantor and their subsidiaries,

taken as a whole, to perform its obligations under this Agreement or to consummate the Transactions.

(r)             Investment

Company Act. Neither the Company nor Parent Guarantor is, and after giving effect to the offering and sale of the Securities will

not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as

amended.

(s)            Compliance

with Environmental Laws. The Company and its subsidiaries (i) are in compliance with any and all applicable foreign, federal,

state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances

or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other

approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance

with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure

to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses

or approvals would not result in a Material Adverse Change.

(t)             No

Unlawful Contributions or Other Payments. Neither the Company, the Parent Guarantor, any of their respective subsidiaries nor any

director or executive officer thereof, nor any affiliates of the Company, the Parent Guarantor or any of their respective subsidiaries,

nor, to the knowledge of the Company and Parent Guarantor, any employee, agent or representative of the Company or the Parent Guarantor

or of any of their respective subsidiaries, has made any unlawful offer, payment, promise to pay, or authorization or approval of the

payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official”

(including any officer or employee of a government or government-owned or -controlled entity or of a public international organization,

or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate

for political office) to influence official action or secure an improper advantage; and, to the Company’s and Parent Guarantor’s

knowledge after due inquiry, the Company, the Parent Guarantor and their respective subsidiaries and affiliates have conducted their businesses

in compliance with applicable anti-corruption laws and have instituted and maintain and will continue to maintain policies and procedures

designed to promote and achieve compliance with such laws.

(u)            Compliance

with Anti-Money Laundering Laws. The operations of the Company, the Parent Guarantor and their respective subsidiaries are and have

been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those

of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept

and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and, to the Company’s and the Parent Guarantor’s knowledge after due

inquiry, the applicable anti-money laundering statutes of jurisdictions where the Company, the Parent Guarantor and their respective subsidiaries

conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered

or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding

by or before any court or governmental agency, authority or body or any arbitrator involving the Company, the Parent Guarantor or any

of their respective subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company and Parent

Guarantor, threatened.

(v)            No

Conflict with Sanctions Laws. Each of the Company and the Parent Guarantor represent that none of the Company, the Parent Guarantor

or any of their respective subsidiaries, nor any director or executive officer thereof, nor, to the Company’s and Parent Guarantor’s

knowledge, any employee, agent, affiliate or representative of the Company, the Parent Guarantor or any of their respective subsidiaries,

is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is, (A) the subject

of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”)

(collectively, “Sanctions”) or (B) located, organized or resident in a country or territory that is the subject

of Sanctions (including, without limitation, Cuba, Iran, Syria (with respect to Syria only until July 1, 2025), North Korea,

or the Crimea, so-called Donetsk People’s Republic, so-called Luhansk People’s Republic regions and the non-government controlled

areas of the Zaporizhzhia and Kherson Regions of Ukraine) except to the extent permitted by OFAC. The Company and the Parent Guarantor

each represent and covenant that since April 24, 2019, it and its subsidiaries have not knowingly engaged in, are not now knowingly

engaged in, and will not knowingly engage in, any dealings or transactions with any Person, or in any country or territory, that at the

time of the dealing or transaction is or was the subject of Sanctions, except to the extent permitted by OFAC.

(w)           Title

to Properties. The Company, the Parent Guarantor and their respective subsidiaries do not own any real property and the Company and

its subsidiaries have valid title to all personal property owned by them, in each case, that is material to the business of the Company,

the Parent Guarantor and their respective subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances and defects

except such as are described in the Registration Statement, General Disclosure Package and Prospectus or such liens, encumbrances and

defects that would not result in a Material Adverse Change; and, except as disclosed in the Registration Statement, General Disclosure

Package and Prospectus, any real property and buildings held under lease by the Company, the Parent Guarantor and their respective subsidiaries

are held by them under valid, subsisting and enforceable leases with such exceptions as would not result in a Material Adverse Change

and subject to the effects of bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization and moratorium laws,

and other similar laws relating to or affecting creditor’s rights and general equitable principles (whether considered in a proceeding

in equity or at law).

(x)             Intellectual

Property Rights. The Company, the Parent Guarantor and their respective subsidiaries own or possess adequate rights to use all patents,

patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary

or confidential information, systems or procedures), trademarks, service marks and trade names currently employed by them in connection

with the business now operated by them except where lack of ownership or possession of such rights would not result in a Material Adverse

Change. None of the Company, the Parent Guarantor or any of their respective subsidiaries has received any notice of infringement of or

conflict with asserted rights of others with respect to any of the foregoing, which, if the subject of an unfavorable decision, ruling

or finding, would result in a Material Adverse Change.

(y)            No

Material Labor Dispute. No material labor dispute with the employees of the Company, the Parent Guarantor or any of their subsidiaries

exists or, to the knowledge of the Company and the Parent Guarantor, is imminent except where such dispute would not result in a Material

Adverse Change; and the Company and the Parent Guarantor are not aware of any existing, threatened or imminent labor disturbance by the

employees of any of its contractors or subcontractors that would result in a Material Adverse Change.

(z)             Insurance.

The Company, the Parent Guarantor and each of their subsidiaries are insured by insurers of recognized financial responsibility against

such losses and risks and in such amounts as the Company believes in good faith to be prudent and customary in the businesses in which

they are engaged; neither the Company nor any of its subsidiaries has any reason to believe that it will not be able to renew its existing

insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue

its business except where such failure to renew or obtain similar coverage would not result in a Material Adverse Change.

(aa)       All

Necessary Permits, etc. The Company, the Parent Guarantor and their respective subsidiaries possess all certificates, authorizations,

permits and facility clearances and their personnel has security clearances issued by the appropriate federal, state or foreign regulatory

authorities necessary to conduct their businesses except where failure to obtain such certificates, authorizations, permits and clearances

would not reasonably be expected to result in a Material Adverse Change; and neither the Company nor any of its subsidiaries has received

any notice of proceedings relating to the revocation or modification of any such certificate, authorization, permit or clearance which,

if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Change.

(bb)       Company’s

and Parent Guarantor’s Accounting System. Each of the Company and the Parent Guarantor maintains systems of “internal

control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements

of the Exchange Act and have been designed by, or under the supervision of, its principal executive and principal financial officers,

or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of financial statements for external purposes in accordance with GAAP. The Company, the Parent Guarantor and each of their respective

subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are

executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to

permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is

permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets

is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (E) the

interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure

Package and the Prospectus fairly present the information called for in all material respects and is prepared in accordance with the Commission’s

rules and guidelines applicable thereto. Since the end of the Company’s and the Parent Guarantor’s most recent audited

fiscal year, there has been (i) no material weakness in the Company’s or the Parent Guarantor’s internal control over

financial reporting (whether or not remediated) and (ii) no change in the Company’s or the Parent Guarantor’s internal

control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s or the

Parent Guarantor’s internal control over financial reporting (including any corrective actions with regard to significant deficiencies

and material weaknesses). There is and has been no failure on the part of the Company, the Parent Guarantor or any of the Company’s

or the Parent Guarantor’s directors or officers, in their capacities as such, to comply in all material respects with any provision

of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 related

to loans and Sections 302 and 906 related to certifications.

(cc)       Disclosure

Controls and Procedures. (i) The Company, the Parent Guarantor and their consolidated subsidiaries have established and maintain

“disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act), (ii) such

disclosure controls and procedures are designed to ensure that the information required to be disclosed about the Company, the Parent

Guarantor and their respective subsidiaries in the reports the Company or the Parent Guarantor files or submits under the Exchange Act

is accumulated and communicated to management of the Company and the Parent Guarantor, including its principal executive officer and principal

financial officer, as appropriate, to allow timely decisions regarding required disclosure to be made and (iii) such disclosure controls

and procedures are effective to a reasonable level of assurance to perform the functions for which they were established.

(dd)      Tax

Law Compliance. The Company, the Parent Guarantor and each of their respective subsidiaries have filed all federal, state, local and

foreign tax returns required to be filed through the date of this Agreement or have requested extensions thereof (except where the failure

to file would not result in a Material Adverse Change) and have paid all taxes required to be paid thereon (except for cases in which

the failure to file or pay would not result in a Material Adverse Change, or, except as currently being contested in good faith and for

which reserves required by GAAP have been created in the financial statements of the Company and the Parent Guarantor), and no tax deficiency

has been determined adversely to the Company, the Parent Guarantor or any of their respective subsidiaries which has had, nor does the

Company, the Parent Guarantor or any of their respective subsidiaries have any notice or knowledge of any tax deficiency which if determined

adversely to the Company, the Parent Guarantor or its subsidiaries would result in, a Material Adverse Change.

(ee)       Reliability

and Accuracy of Data. The statistical and market-related data included in the Registration Statement, the General Disclosure Package

and the Prospectus are based on or derived from sources that the Company and the Parent Guarantor believe to be reliable and accurate

in all material respects or represent the Company’s and the Parent Guarantor’s good faith estimates that are made on the basis

of data derived from such sources.

(ff)         Accuracy

of Summaries. The statements made under the captions “Description of Notes” and “Description of Debt Securities”

in the Registration Statement, the General Disclosure Package and the Prospectus, under the captions “Part 1—Item 1—Business—Regulation”

as included in the Annual Report on Form 10-K of the Parent Guarantor for the fiscal year ended March 31, 2026 and “Part II—Item

1—Legal Proceedings,” as included in the Quarterly Report on Form 10-Q of the Parent Guarantor for the quarter ended

June 30, 2026, insofar as they purport to constitute summaries of the terms of statutes, rules or regulations, legal or governmental

proceedings or contracts and other documents, constitute accurate summaries of the terms of such statutes, rules and regulations,

legal and governmental proceedings and contracts and other documents in all material respects.

(gg)       ERISA

Compliance. Each pension, profit sharing, welfare plan and other plan which is subject to the Employee Retirement Income Security

Act of 1974, as amended (“ERISA”) for which the Company or any member of its “Controlled Group”

(defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal

Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been

maintained in compliance with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA

and the Code; and none of the Company or any subsidiary has incurred any liability for any prohibited transaction or accumulated funding

deficiency or any complete or partial withdrawal liability with respect to any Plan; except in each case, as would not result in a Material

Adverse Change.

(hh)

Independent Accountants. Ernst & Young LLP, who have certified certain financial statements of

the Parent Guarantor and its consolidated subsidiaries incorporated by reference into the Registration Statement, the General

Disclosure Package and the Prospectus and who have delivered the initial letter referred to in Section 5(b) hereof, has

advised the Parent Guarantor and the Company that it is an independent public accounting firm with respect to the Parent Guarantor

within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board

(United States) and as required by the Securities Act and the rules and regulations thereof.

(ii)

No Significant Deficiency or Material Weakness. Except as identified in the

Registration Statement, the General Disclosure Package and the Prospectus, since the date of the most recent balance sheet of the

Parent Guarantor and its consolidated subsidiaries reviewed or audited by Ernst & Young LLP and the audit committee of the

board of directors of the Parent Guarantor, the Parent Guarantor has not been advised of (i) any significant deficiencies in

the design or operation of internal controls that could reasonably be expected to materially adversely affect the ability of the

Parent Guarantor and each of its subsidiaries to record, process, summarize and report financial data, or any material weaknesses in

internal controls or (ii) any fraud, whether or not material, that involves management or other employees who have a

significant role in the internal controls of the Parent Guarantor and each of its subsidiaries.

(jj)         Backlog.

As of March 31, 2026, the Company’s total backlog was $38,187 million, consisting of funded backlog, unfunded backlog and priced

options of $4,319 million, $10,183 million and $23,685 million, respectively, in each case, primarily relating to the Company’s

United States government contracting business and calculated in a manner consistent with past practice and the Company’s policies

and procedures. All contracts, task orders and options reflected in such total backlog amount were entered into in the ordinary course

of business, consistent with past practice.

(kk)        No

Other Fee or Commission. Other than in connection with this Agreement, there is no investment banker, financial advisor, broker, finder

or other intermediary which has been retained by, or is authorized to act on behalf of, the Company or any of its subsidiaries which might

be entitled to any fee or commission from the transactions contemplated hereby.

(ll)         No

Non-Competition Agreements. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus,

as of the date of this Agreement, none of the Company, the Parent Guarantor or any of their respective subsidiaries is party to any contract

containing covenants that would limit in any material respect the ability of the Company or any of its subsidiaries to (i) engage

in any line of business or (ii) compete with any person in any market or line of business

(mm)     No

Adverse Government Audit or Non-Audit Review. Except as disclosed in the Registration Statement, the General Disclosure Package and

the Prospectus, to the knowledge of the Company and the Parent Guarantor, there is no outstanding allegation of improper or illegal activities

arising from any government audit or non-audit review, including without limitation, by the Defense Contract Audit Agency, of the Company,

the Parent Guarantor or any of their respective subsidiaries or work performed by the Company or any of its subsidiaries that would result

in a Material Adverse Change. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, to

the knowledge of the Company and the Parent Guarantor, there are no pending civil or criminal penalties or administrative sanctions arising

from a government audit or non-audit review of the Company, the Parent Guarantor or any of their respective subsidiaries or work performed

by the Company, the Parent Guarantor or any of their respective subsidiaries, including, but not limited to, termination of contracts,

forfeiture of profits, suspension of payments, fines, or suspension or debarment from doing business with the United States government

or any agency thereof that would result in a Material Adverse Change.

(nn)      Compliance

with Cost Accounting Standards. The Company and the Parent Guarantor’s cost accounting system complies with the Cost Accounting

Standards (as defined in the Federal Acquisition Regulations, 48 C.F.R. Chapter 99) and, during the past three years, its bids and proposals

for government contracts have complied with the Truth in Negotiations Act (as codified at 10 U.S.C. § 2306a and 41 U.S.C. 254b),

in each case, except as would not result in a Material Adverse Change.

(oo)          No

Price Stabilization or Manipulation. Neither of the Company or the Parent Guarantor has taken or will take, directly or indirectly,

any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of any security

of the Company to facilitate the sale or resale of the Securities.

(pp)       Solvency.

Both of the Company and the Parent Guarantor is, and immediately after the Closing Time will be, Solvent. As used herein, the term “Solvent”

means, with respect to any person on a particular date, that on such date (i) the fair market value of the assets of such person

is greater than the total amount of liabilities (including contingent liabilities) of such person, (ii) the present fair salable

value of the assets of such person is greater than the amount that will be required to pay the probable liabilities of such person on

its debts as they become absolute and matured, (iii) such person is able to realize upon its assets and pay its debts and other liabilities,

including contingent obligations, as they mature and (iv) such person does not have unreasonably small capital.

(qq)       Regulations

T, U, X. Neither the Company nor Parent Guarantor nor any of their respective subsidiaries nor any agent thereof acting on their behalf

has taken, and none of them will take, any action that might cause this Agreement or the issuance or sale of the Securities to violate

Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System.

(rr)         Cybersecurity.

Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change or except as

described in the Registration Statement, the General Disclosure Package and the Prospectus, (A) there has been no security breach

or violation, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s, the Parent Guarantor’s

and their respective subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases

(including the data and information of their respective customers, employees, suppliers, vendors and any third-party data maintained,

processed or stored by the Company, the Parent Guarantor and their respective subsidiaries, and any such data processed or stored by third

parties on behalf of the Company, the Parent Guarantor and their respective subsidiaries), equipment or technology (collectively, “IT

Systems and Data”); (B) neither the Company, the Parent Guarantor, nor their respective subsidiaries have been notified

of, and each of them has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or

violation, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (C) the Company, the Parent Guarantor

and their respective subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain

and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry

standards and practices, or as required by applicable regulatory standards. Except as would not, individually or in the aggregate, reasonably

be expected to result in a Material Adverse Change, the Company, the Parent Guarantor and their respective subsidiaries are presently

in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or

governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems

and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification.

(ss)        No

Covered Foreign Person. Neither the Parent Guarantor, the Company nor any of their respective subsidiaries is, or plans to engage,

directly or indirectly, in activities that would cause them to be, a “covered foreign person,” as that term is defined in

31 C.F.R. § 850.209.

Any certificate signed by an officer of the Company

or Parent Guarantor and delivered to the Underwriters or to counsel for the Underwriters shall be deemed to be a representation and warranty

by the Company or Parent Guarantor to each Underwriter as to the matters set forth therein.

SECTION 2. Purchase,

Sale and Delivery of the Securities.

(a)            The

Securities. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions

herein set forth, the Company and the Parent Guarantor agree to sell to each Underwriter, severally and not jointly, and each Underwriter

agrees, severally and not jointly, to purchase from the Company and Parent Guarantor the aggregate principal amount of Securities set

forth opposite its name on Schedule A, at a purchase price of (i) 99.576% of the principal amount of the 3-Year Notes and (ii) 99.071%

of the principal amount of the 7-Year Notes, in each case, plus accrued interest, if any, from August 4, 2026 to the Closing Time

hereunder, the principal amount of Notes set forth opposite the name of such Underwriter in Schedule A.

(b)            The

Closing Time. Delivery of certificates for the Securities in definitive form to be purchased by the Underwriters and payment therefor

shall be made at the offices of Latham & Watkins LLP, 1271 Avenue of the Americas, New York, NY 10020 (or such other place as

the Representatives, the Company and the Parent Guarantor may agree upon) at 9:00 a.m. New York City time, on August 4, 2026,

or such other time not later than ten business days after such date as the Representatives, the Company and the Parent Guarantor may agree

upon (the time and date of such closing are called the “Closing Time”).

Offering of the Notes. The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public,

as described in the General Disclosure Package and the Prospectus, their respective portions of the Notes as soon after the Applicable

Time as the Representatives, in their sole judgment, have determined is advisable and practicable.

(d)            Payment

for the Notes. Payment for the Notes shall be made to the Company at the Closing Time by wire transfer of immediately available

funds to a bank account designated by the Company or the Parent Guarantor.

It is understood that each Underwriter has authorized

the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Notes which

it has agreed to purchase. The Representatives may (but shall not be obligated to) make payment of the purchase price for the Notes to

be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter

from its obligations hereunder.

(e)             Delivery

of the Securities. The Company and the Parent Guarantor shall deliver, or cause to be delivered, to the Representatives for the accounts

of the several Underwriters certificates for the Securities at the Closing Time against the irrevocable release of a wire transfer of

immediately available funds for the amount of the purchase price therefor. The certificates for the Securities shall be in such denominations

and registered in the name of Cede & Co., as nominee of the Depositary, and shall be made available for inspection on the business

day preceding the Closing Time at a location in New York City, as the Representatives may designate. Time shall be of the essence, and

delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

SECTION 3. Additional

Agreements. The Company and the Parent Guarantor, jointly and severally, further agrees with each Underwriter as follows:

(a)         Compliance

with Commission Requests. The Company and the Parent Guarantor, subject to Section 3(b) hereof, will comply with the requirements

of Rule 430B, and will promptly notify the Representatives, and confirm the notice in writing, (i) when any post-effective amendment

to the Registration Statement shall become effective or any amendment or supplement to the General Disclosure Package or the Prospectus

shall have been used or filed, (ii) of the receipt of any comments from the Commission during the period when a prospectus relating

to the Securities is (or, but for the exception afforded by Rule 172 of the Securities Act (“Rule 172”),

would be) required by the Securities Act to be delivered in connection with sales of the Notes (“Prospectus Delivery Period”),

(iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the General

Disclosure Package or the Prospectus, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the

Registration Statement or any post-effective amendment thereto or any notice of objection to the use of the Registration Statement or

any post-effective amendment thereto pursuant to Rule 401(g)(2) or of the issuance of any order preventing or suspending the

use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto, or of the suspension of the qualification

of the Notes for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes

and (v) if the Company and/or the Parent Guarantor becomes the subject of a proceeding under Section 8A of the Securities Act

in connection with the offering of the Notes. The Company and/or the Parent Guarantor will effect all filings required under Rule 424(b),

in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such

steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was

received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company and/or the

Parent Guarantor will use commercially reasonable efforts to prevent the issuance of any stop, prevention or suspension order and, if

any such order is issued, to obtain the lifting thereof at the earliest possible moment. The Company and/or the Parent Guarantor shall

pay the required Commission filing fees relating to the Notes within the time required by Rule 456(b)(1)(i) of the Securities

Act without regard to the proviso therein.

(b)         Continued

Compliance with Securities Laws. The Company and and/or the Parent Guarantor will comply with the Securities Act and the Exchange

Act so as to permit the completion of the distribution of the Notes as contemplated in this Agreement and in the Registration Statement,

the General Disclosure Package and the Prospectus. If at any time when a prospectus relating to the Notes is (or, but for the exception

afforded by Rule 172, would be) required by the Securities Act to be delivered in connection with sales of the Notes any event shall

occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or for the Company

and/or the Parent Guarantor, to (i) amend the Registration Statement in order that the Registration Statement will not include an

untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements

therein not misleading, (ii) amend or supplement the General Disclosure Package or the Prospectus in order that the General Disclosure

Package or the Prospectus, as the case may be, will not include any untrue statement of a material fact or omit to state a material fact

necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered

to a purchaser or (iii) amend the Registration Statement or amend or supplement the General Disclosure Package or the Prospectus,

as the case may be in order to comply with the requirements of the Securities Act or the Exchange Act, the Company will use commercially

reasonable efforts to, as promptly as reasonably practicable, (A) notify the Representatives of such event or condition, (B) prepare

any amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, the General

Disclosure Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed filing or use,

furnish the Representatives with copies of any such amendment or supplement and (C) file with the Commission any such amendment or

supplement, provided that the Company and/or the Parent Guarantor shall not file or use any such amendment or supplement to which the

Representatives or counsel for the Underwriters shall reasonably object.

or Use of Amendments or Supplements. The Company and the Parent Guarantor have given the Representatives notice of any filings made

pursuant to the Exchange Act within 48 hours prior to the Applicable Time and will give the Representatives notice of its intention to

file or use any amendment to the Registration Statement or any amendment or supplement to the General Disclosure Package or the Prospectus,

whether pursuant to the Securities Act or the Exchange Act, or otherwise from the Applicable Time to the later of (i) the time when

a prospectus relating to the Securities is no longer required by the Securities Act (without giving effect to Rule 172) to be delivered

in connection with sales of the Securities and (ii) the Closing Time, and will furnish the Representatives with copies of any such

amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use

any such amendment or supplement to which the Representatives or counsel for the Underwriters shall reasonably object.

(d)         Delivery

of Registration Statements. The Company and Parent Guarantor have furnished or will deliver to the Representatives and counsel for

the Underwriters, without charge, signed copies of the Registration Statement as originally filed and each amendment thereto (including

exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein)

and signed copies of all consents and certificates of experts, and will also deliver to the Representatives, without charge, a conformed

copy of the Registration Statement as originally filed and each amendment thereto (without exhibits) for each of the Underwriters. The

signed copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically

transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(e)

Delivery of Prospectuses. The Company and the Parent Guarantor have delivered to each

Underwriter, without charge, as many copies of each preliminary prospectus as such Underwriter reasonably requested, and the Company

and the Parent Guarantor hereby consent to the use of such copies for purposes permitted by the Securities Act. The will furnish to

each Underwriter, without charge, during the Prospectus Delivery Period, such number of copies of the Prospectus (as amended or

supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the

Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except

to the extent permitted by Regulation S-T.

(f)          Blue

Sky Compliance. Both of the Company and the Parent Guarantor shall cooperate with the Representatives and counsel for the Underwriters

to qualify or register (or to obtain exemptions from qualifying or registering) all or any part of the Securities for offer and sale under

the securities laws of the several states of the United States, the provinces of Canada or any other jurisdictions designated by the Representatives,

shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the

distribution of the Securities. Neither of the Company or the Parent Guarantor shall be required to (i) qualify as a foreign corporation

or other entity or as dealer in any such jurisdiction where it would not otherwise be required to qualify, (ii) take any action that

would subject it to general service of process in any such jurisdiction, (iii) make any changes to its certificate of incorporation,

bylaws or other organizational document, or any between it and any of its equityholders, or (iv) subject itself to taxation in any

such jurisdiction where it is not then subject. The Company and Parent Guarantor will advise the Representatives promptly of the suspension

of the qualification or registration of (or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction

or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification,

registration or exemption, each of the Company and the Parent Guarantor shall use its best efforts to obtain the withdrawal thereof at

the earliest possible moment.

(g)         Earnings

Statements. The Parent Guarantor will make generally available to its securityholders as soon as practicable an earnings statement

for the purposes of the last paragraph of Section 11(a) of the Securities Act.

(h)         Use

of Proceeds. The Company shall apply the net proceeds from the sale of the Securities sold by it in the manner described under the

caption “Use of Proceeds” in the Registration Statement, the General Disclosure Package and the Prospectus.

(i)          The

Depositary. The Company will cooperate with the Underwriters and use commercially reasonable efforts to permit the Securities to be

eligible for clearance and settlement through the facilities of the Depositary.

(j)           Agreement

Not To Offer or Sell Additional Securities. During the period commencing the date hereof and ending on the Closing Time, the Company

will not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives),

directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent

position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering

of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or securities exchangeable

for or convertible into debt securities of the Company (other than as contemplated by this Agreement) having a tenor of more than one

year.

(k)          Reporting

Requirements. The Parent Guarantor, during the period when a prospectus relating to the Securities is (or, but for the exception afforded

by Rule 172, would be) required by the Securities Act to be delivered in connection with sales of the Securities, will file all documents

required to be filed with the Commission pursuant to the Exchange Act within the time periods required by, and each such document will

meet the requirements of, the Exchange Act.

(l)           Final

Term Sheet.  The Company will prepare a final term sheet (a “Final Term Sheet”) containing only a description

of the final terms of the Securities and their offering, in forms approved by the Underwriters and attached as Schedule D hereto, and

acknowledges that the Final Term Sheet is an Issuer Free Writing Prospectus and will comply with its related obligations set forth in

Section 3(m) hereof. The Company will furnish to each Underwriter, without charge, copies of the Final Term Sheet promptly upon

its completion.

(m)         Issuer

Free Writing Prospectuses. The Company and the Parent Guarantor agree that, unless they obtain the prior written consent of a Representative,

neither will make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise

constitute a “free writing prospectus,” or a portion thereof, required to be filed by the Company and the Parent Guarantor

with the Commission or retained by the Company and the Parent Guarantor under Rule 433; provided that the Representatives

will be deemed to have consented to the Issuer General Use Free Writing Prospectuses listed on Schedule B hereto and any “road show

that is a written communication” within the meaning of Rule 433(d)(8)(i) that has been reviewed by the Representatives.

Both of the Company and the Parent Guarantor represent that each has treated or agree that they will treat each such free writing prospectus

consented to, or deemed consented to, by the Representatives as an Issuer Free Writing Prospectus and that it has complied and will comply

with the applicable requirements of Rule 433 with respect thereto, including timely filing with the Commission where required, legending

and record keeping. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development

as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration

Statement, any preliminary prospectus or the Prospectus or included or would include an untrue statement of a material fact or omitted

or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at

that subsequent time, not misleading, the Company and the Parent Guarantor will promptly notify the Representatives in writing and will

promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement

or omission.

(n)         No

Manipulation of Price. The Company and the Parent Guarantor will not take, directly or indirectly, any action designed to cause

or result in, or that has constituted or might reasonably be expected to constitute, under the Exchange Act or otherwise, the stabilization

or manipulation of the price of the Notes.

The Representatives on behalf of the several Underwriters,

may, in its sole discretion, waive in writing the performance by the Company or Parent Guarantor of any one or more of the foregoing covenants

or extend the time for their performance.

SECTION 4. Payment

of Expenses. The Company and the Parent Guarantor, jointly and severally, agree to pay, or cause to be paid, all costs, fees and expenses

incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby,

including, without limitation, (i) the preparation, printing and filing of the Registration Statement (including financial statements

and exhibits) as originally filed and each amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of

copies of each preliminary prospectus, each Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto

and any reasonable costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) all

expenses incident to the issuance and delivery of the Securities (including all printing and engraving costs), (iv) all necessary

issue, transfer and other stamp taxes in connection with the issuance and sale of the Notes to the Underwriters, (v) all fees and

expenses of the Company’s and the Parent Guarantor’s counsel, independent public or certified public accountants and other

advisors to the Company and the Parent Guarantor, (vi) all costs and expenses incurred in connection with the preparation, printing,

filing, shipping and distribution (including any form of electronic distribution) of the Registration Statement, the General Disclosure

Package and the Prospectus (including financial statements and exhibits), and all amendments and supplements thereto, and the Transaction

Documents, (vii) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company, the Parent Guarantor or

the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all

or any part of the Securities for offer and sale under the securities laws of the several states of the United States and the provinces

of Canada (including, without limitation, the cost of preparing, printing and mailing preliminary and final blue sky or legal investment

memoranda and any related supplements to the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and

the Prospectus), (viii) the fees and expenses of the Trustee, including the reasonable fees and disbursements of counsel for the

Trustee in connection with the Indenture and the Securities, (ix) any fees payable in connection with the rating of the Securities

with the ratings agencies, (x) any filing fees incident to, and any reasonable fees and disbursements of counsel to the Underwriters

in connection with the review by FINRA, if any, of the terms of the sale of the Securities, (xi) all fees and expenses (including

reasonable fees and expenses of counsel) of the Company and the Parent Guarantor in connection with approval of the Notes by the Depositary

for “book-entry” transfer, and the performance by the Company and the Parent Guarantor of their respective other obligations

under this Agreement, (xii) all expenses incident to any “road show” for the offering of the Securities and (xiii) all

other fees, costs and expenses referred to in Item 14 of Part II of the Registration Statement; provided that the fees and

expenses of counsel for the Underwriters pursuant to clauses (vii) and (x) hereof shall not exceed $15,000 in the aggregate.

Except as provided in this Section 4 and Sections 6, 7 and 8 hereof, the Underwriters shall pay their own expenses, including

the fees and disbursements of their counsel.

SECTION 5. Conditions

of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Securities as provided

herein at the Closing Time shall be subject to the condition that all representations and warranties on the part of the Company and the

Parent Guarantor set forth in Section 1 hereof as of the date hereof and as of the Closing Time as though then made are true and

correct and to the timely performance by the Company and the Parent Guarantor of their obligations hereunder, and to the satisfaction

or waiver, as determined by the Representatives in their sole discretion, to each of the following additional conditions:

(a)            Effectiveness

of Registration Statement, etc. The Registration Statement was filed by the Company and the Parent Guarantor with the Commission

not earlier than three years prior to the date hereof and became effective upon filing in accordance with Rule 462(e). Each preliminary

prospectus, each Issuer Free Writing Prospectus and the Prospectus have been filed as required by Rule 424(b) (without reliance

on Rule 424(b)(8)) and Rule 433, as applicable, within the time period prescribed by, and in compliance with, the Securities

Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued

under the Securities Act, no notice of objection to the use of the Registration Statement or any post-effective amendment thereto pursuant

to Rule 401(g)(2) has been received by the Company and/or the Parent Guarantor, no order preventing or suspending the use of

any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those

purposes have been instituted or are pending or, to the Company or the Parent Guarantor’s knowledge, contemplated. The Company and/or

the Parent Guarantor have complied with each request (if any) from the Commission for additional information.

(b)            Accountants’

Comfort Letter. On the date hereof, the Underwriters shall have received from Ernst & Young LLP, the independent registered

public accounting firm for the Parent Guarantor, a “comfort letter” dated the date hereof addressed to the Underwriters, in

form and substance satisfactory to the Representatives, covering the financial statements and certain financial information in the Registration

Statement, the General Disclosure Package and the Prospectus and other customary matters. In addition, at the Closing Time, the Underwriters

shall have received from such accountants a “bring-down comfort letter” dated as of the Closing Time addressed to the Underwriters,

in form and substance satisfactory to the Representatives, in the form of the “comfort letter” delivered on the date hereof,

except that (i) it shall cover the financial statements and certain financial information in the Registration Statement, the General

Disclosure Package and the Prospectus and any amendment or supplement thereto and (ii) procedures shall be brought down to a date

no more than 3 days prior to the Closing Time.

Material Adverse Change or Ratings Agency Change. For the period from the execution of this Agreement and prior to the Closing Time:

(i)            there

shall not have occurred any Material Adverse Change, the effect of which, in the judgment of the Representatives, makes it impracticable

to proceed with the offering, sale or delivery of the Securities being delivered at the Closing Time on the terms and in the manner contemplated

in the Registration Statement, the General Disclosure Package and the Prospectus; and

(ii)            there

shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review

for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company or any of its subsidiaries

or any of their securities or indebtedness by any “nationally recognized statistical rating organization” registered under

Section 15E of the Exchange Act.

(d)            Opinion

of Counsel for the Company. At the Closing Time the Underwriters shall have received an opinion of Debevoise & Plimpton LLP,

counsel for the Company, dated as of such Closing Time, substantially in the form attached as Schedule E hereto and a negative assurance

letter of Debevoise & Plimpton LLP, counsel for the Company, dated as of such Closing Time, substantially in the form attached

as Schedule F hereto.

(e)            Opinion

of Counsel for the Underwriters. At the Closing Time the Underwriters shall have received the favorable opinion of Latham &

Watkins LLP, counsel for the Underwriters, dated as of such Closing Time, and a negative assurance letter of Latham & Watkins

LLP, counsel for the Underwriters, dates as of such Closing Time, with respect to such matters as may be reasonably requested by the Underwriters.

(f)            Officers’

Certificate. At the Closing Time the Underwriters shall have received a written certificate executed by an executive officer of the

Company and the Parent Guarantor, dated as of the Closing Time, to the effect set forth in Section 5(c)(ii) hereof, and further

to the effect that:

(i)             for

the period from and after the date of this Agreement and prior to the Closing Time there has not occurred any Material Adverse Change;

(ii)            the

representations, warranties and covenants of the Company and the Parent Guarantor set forth in Section 1 hereof were true and correct

as of the date hereof and are true and correct as of the Closing Time with the same force and effect as though expressly made on and as

of the Closing Time; and

(iii)           each

of the Company and the Parent Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed

or satisfied at or prior to the Closing Time.

(g)            CFO

Certificate. The Underwriters shall have received on the date hereof, and at the Closing Time, a certificate addressed to the Underwriters

and as of such dates, of Troy Lahr, Chief Financial Officer of the Company, covering certain financial and accounting information in Registration

Statement, the General Disclosure Package and the Prospectus, respectively, in form and substance reasonably satisfactory to the Representatives.

(h)            Indenture.

The Company and the Parent Guarantor shall have executed and delivered the Indenture, in form and substance reasonably satisfactory to

the Underwriters, and the Underwriters shall have received executed copies thereof.

(i)             Additional

Documents. At or before the Closing Time, the Underwriters and counsel for the Underwriters shall have received such information,

documents and opinions as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Securities

as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any

of the conditions or agreements, herein contained.

If any condition specified in this Section 5

is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice to the Company

at any time on or prior to the Closing Time, which termination shall be without liability on the part of any party to any other party,

except that Sections 4, 6, 7 and 8 hereof shall at all times be effective and shall survive such termination.

SECTION 6. Reimbursement

of Underwriters’ Expenses. If this Agreement is terminated by the Representatives pursuant to Section 5 or 10 hereof, including

if the sale to the Underwriters of the Securities at the Closing Time is not consummated because of any refusal, inability or failure

on the part of the Company and the Parent Guarantor to perform any agreement herein or to comply with any provision hereof, the Company

and the Parent Guarantor, jointly and severally, agree to reimburse the Underwriters, severally, upon demand for all out-of-pocket expenses

that shall have been reasonably incurred by the Underwriters in connection with the proposed purchase and the offering and sale of the

Securities, including, without limitation, fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and

telephone charges.

SECTION 7. Indemnification.

(a)            Indemnification

of the Underwriters. Each of the Company and the Parent Guarantor, jointly and severally, agrees to indemnify and hold harmless each

Underwriter, its affiliates, directors and each person, if any, who controls any Underwriters within the meaning of the Securities Act

and the Exchange Act against any loss, claim, damage or liability (including, without limitation, any legal or other expenses reasonably

incurred in connection with defending or investigating any such action or claim) to which such Underwriter, affiliate, director or controlling

person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common

law or otherwise, insofar as such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue

statement of a material fact contained or incorporated in the Registration Statement (or any amendment thereto), including any information

deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be

stated therein or necessary to make the statements therein, not misleading or arising out of any untrue statement or alleged untrue statement

of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, any Company Additional Written Communication,

the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission in any

preliminary prospectus, any Issuer Free Writing Prospectus, any Company Additional Written Communication, the General Disclosure Package

or the Prospectus (or any amendment or supplement thereto) of a material fact necessary in order to make the statements therein, in the

light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliate, director

or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such

expenses are reasonably incurred by such Underwriter or such affiliate, director or controlling person in connection with investigating

or defending any such loss, claim, damage or liability; provided, however, that the foregoing indemnity agreement shall not apply,

with respect to an Underwriter, to any loss, claim, damage or liability to the extent, but only to the extent, that any such loss, claim,

damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission based

upon and in the Underwriter Information expressly for use in the Registration Statement (or any amendment thereto), including any information

deemed to be a part thereof pursuant to Rule 430B, or in the General Disclosure Package or the Prospectus (or any amendment or supplement

thereto). The indemnity agreement set forth in this Section 7(a) shall be in addition to any liabilities that the Company may

otherwise have.

(b)            Indemnification

of the Company and Parent Guarantor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company,

Parent Guarantor, each of their respective directors and each person, if any, who controls the Company or Parent Guarantor within the

meaning of the Securities Act or the Exchange Act, against any loss, claim, damage or liability (including, without limitation, any legal

or other expenses reasonably incurred in connection with defending or investigating any such action or claim) to which the Company, Parent

Guarantor or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal

or state statutory law or regulation, or at common law or otherwise, insofar as such loss, claim, damage or liability arises out of or

is based upon any untrue statement or alleged untrue statement of a material fact contained or incorporated in the Registration Statement

(or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged

omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, not misleading or arising

out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing

Prospectus, any Company Additional Written Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement

thereto), or the omission or alleged omission in any preliminary prospectus, any Issuer Free Writing Prospectus, any Company Additional

Written Communication the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) of material fact necessary

in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to

the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in

the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B,

or in the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with

the Underwriter Information; and to reimburse each such director or controlling person for any and all expenses (including the fees and

disbursements of counsel) as such expenses are reasonably incurred by the Company, Parent Guarantor or such director or controlling person

in connection with investigating or defending, any such loss, claim, damage or liability. The indemnity agreement set forth in this Section 7(b) shall

be in addition to any liabilities that each Underwriter may otherwise have.

and Other Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement

of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 7,

notify the indemnifying party in writing of the commencement thereof; provided that the failure to so notify the indemnifying party will

not relieve it from any liability which it may have to any indemnified party under this Section 7 except to the extent that it has

been materially prejudiced by such failure (through the forfeiture of substantive rights and defenses) and shall not relieve the indemnifying

party from any liability that the indemnifying party may have to an indemnified party other than under this Section 7. In case any

such action is brought against any indemnified party and such indemnified party has notified the indemnifying party of the commencement

thereof, the indemnifying party will be entitled to participate in and, to the extent that it shall elect, jointly with all other indemnifying

parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such

indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however,

if the named defendants in any such action (including any impleaded parties) include both the indemnified party and the indemnifying party

and the indemnified party shall have reasonably concluded (based on the advice of counsel) that a conflict may arise between the positions

of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available

to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified

party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense

of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified

party of such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel,

the indemnifying party will not be liable to such indemnified party under this Section 7 for any legal or other expenses subsequently

incurred by such indemnified party in connection with the defense thereof (other than reasonable costs of investigation) unless (i) the

indemnified party shall have employed separate counsel in accordance with the proviso to the immediately preceding sentence (it being

understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (together with

local counsel (in each jurisdiction)), which shall be selected by the Representatives (in the case of counsel representing the Underwriters

or their related persons), representing the indemnified parties who are parties to such action) or (ii) the indemnifying party shall

not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice

of commencement of the action, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party.

(d)            Settlements.

The indemnifying party under this Section 7 shall not be liable for any settlement of any proceeding effected without its written

consent, which will not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff,

the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage or liability (including, without limitation,

any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) by reason of such

settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying

party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 7, the indemnifying party

agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is

entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party

shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying

party shall, without the prior written consent of the indemnified party, effect any settlement or compromise in any pending or threatened

proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder

by such indemnified party, unless such settlement or compromise (i) includes an unconditional release of such indemnified party from

all liability on claims that are the subject matter of such proceeding and (ii) does not include any statements as to or any admissions

of fault, culpability or failure to act by or on behalf of any indemnified party.

SECTION 8. Contribution.

If the indemnification provided for in Section 7 hereof is unavailable to or otherwise insufficient in respect of any losses, claims,

damages or liabilities referred to therein, then each indemnifying party under Section 7, in lieu of indemnifying such indemnified

party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of any losses, claims, damages

or liabilities referred to therein (i) in such proportion as is appropriate to reflect the relative benefits received by the Company

and the Parent Guarantor, on the one hand, and the Underwriters, on the other hand, from the offering of the Securities pursuant to this

Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is

appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company

and the Parent Guarantor, on the one hand, and the Underwriters, on the other hand, in connection with the statements or omissions that

resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits

received by the Company and the Parent Guarantor, on the one hand, and the Underwriters, on the other hand, in connection with the offering

of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the

offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company, and the total discounts and

commissions received by the Underwriters bear to the aggregate initial offering price of the Securities. The relative fault of the Company

and the Parent Guarantor, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things,

whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates

to information supplied by the Company and the Parent Guarantor, on the one hand, or the Underwriters, on the other hand, and the parties’

relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The amount paid or payable by a party as a result

of the losses, claims, damages and liabilities referred to above shall be deemed to include, subject to the limitations set forth in Section 8

hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action

or claim. The provisions set forth in Section 8 hereof with respect to notice of commencement of any action shall apply if a claim

for contribution is to be made under this Section 8; provided, however, that no additional notice shall be required with respect

to any action for which notice has been given under Section 8 hereof for purposes of indemnification.

The Company, the Parent Guarantor and the Underwriters

agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even

if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the

equitable considerations referred to in this Section 8.

Notwithstanding the provisions of this Section 8,

no Underwriter shall be required to contribute any amount in excess of the total discounts and commissions received by such Underwriter

in connection with the Securities distributed by it. No person guilty of fraudulent misrepresentation (within the meaning of Section 11

of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The

Underwriters’ obligations to contribute pursuant to this Section 8 are several, and not joint, in proportion to their respective

commitments as set forth opposite their names in Schedule A. For purposes of this Section 8, each director of an Underwriter and

each person, if any, who controls an Underwriter within the meaning of the Securities Act and the Exchange Act shall have the same rights

to contribution as such Underwriter, and each director of the Company or the Parent Guarantor, and each person, if any, who controls the

Company or the Parent Guarantor with the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution

as the Company and the Parent Guarantor.

SECTION 9. Termination

of this Agreement. Prior to the Closing Time, this Agreement may be terminated by the Representatives by notice given to the Company

if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended by the Commission or

by the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or materially

limited; (ii) a general commercial banking moratorium shall have been declared by any of federal or New York State authorities; (iii) a

material disruption in securities settlement, payment or clearance services in the United States or other relevant jurisdictions shall

have occurred; or (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis

or calamity, or any change in the United States or international financial markets, or any substantial change in United States’

or international political, financial or economic conditions, that is material and adverse and, in the judgment of the Representatives,

makes it impracticable or inadvisable to proceed with the offering sale or delivery of the Securities in the manner and on the terms described

in the Registration Statement, the General Disclosure Package and the Prospectus. The indemnity and contribution provisions contained

in Section 7 and 8 hereof and the representations, warranties and other statements of the Company and Parent Guarantor contained

in this Agreement shall remain operative and in full force and effect regardless of (a) any termination of this Agreement, (b) any

investigation made by or on behalf of the Underwriters, any person controlling the Underwriters or any affiliate of the Underwriters or

the Company, Parent Guarantor, their respective officers or directors, or any person controlling the Company or Parent Guarantor and (c) acceptance

of and payment for any of the Securities.

SECTION 10. Representations

and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements of the

Company, Parent Guarantor, their respective officers and the several Underwriters set forth in or made pursuant to this Agreement will

remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company, any Parent Guarantor

or any of their partners, officers or directors or any controlling person, as the case may be, and will survive delivery of and payment

for the Securities sold hereunder and any termination of this Agreement.

SECTION 11. Notices.

All communications hereunder shall be in writing and shall be mailed, hand delivered, couriered or facsimiled and confirmed to the parties

hereto as follows:

If to the Underwriters:

BofA Securities, Inc.

114 West 47th Street

NY8-114-07-01

New York, NY 10036

Fax: (212) 901-7881

Attention: High Grade Debt Capital Markets Transaction Management/Legal

J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

Attention: Investment Grade Syndicate Desk

Fax no.: (212) 834-6081

PNC Capital Markets LLC

300 Fifth Avenue, Floor 10

Pittsburgh, Pennsylvania 15222

Attention: Debt Capital Markets, Fixed

Income Transaction Execution

Email: capitalmarketsnotices@pnc.com

Truist Securities, Inc.

50 Hudson Yards

New York, New York 10001

Fax: 404-926-5027

Attention: Investment Grade Debt Capital

Markets

with a copy to:

Latham & Watkins LLP

1271 Avenue of the Americas

New York, NY 10020

Attention: Erika L. Weinberg, Esq.

If to the Company or Parent Guarantor:

Booz Allen Hamilton Inc.

8283 Greensboro Drive

McLean, Virginia 22102

Attention: Chief Financial Officer

with copies to:

Booz Allen Hamilton Inc.

8283 Greensboro Drive

McLean, Virginia 22102

Attention: Chief Legal Officer

and:

Debevoise & Plimpton LLP

66 Hudson Boulevard,

New York, New York 10001

Attention: Benjamin R. Pedersen

Any party hereto may change the address or facsimile

number for receipt of communications by giving written notice to the others.

SECTION 12.  Successors.

This Agreement will inure solely to the benefit of and be binding upon the parties hereto, and to the benefit of the indemnified parties

referred to in Sections 7 and 8 hereof, and in each case their respective successors, and no other person will have any right or

obligation hereunder. The term “successors” shall not include any Subsequent Purchaser or other purchaser of the Securities

as such from any of the Underwriters merely by reason of such purchase.

SECTION 13. Authority

of the Representatives. Any action by the Underwriters hereunder may be taken by the Representatives on behalf of the Underwriters,

and any such action taken by the Representatives shall be binding upon the Underwriters.

SECTION 14. Partial

Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the

validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement

is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor

changes) as are necessary to make it valid and enforceable.

SECTION 15. Governing

Law Provisions. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED

BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH

STATE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.

(a)            Consent

to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated

hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the

City and County of New York or the courts of the State of New York in each case located in the City and County of New York (collectively,

the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for suits, actions,

or proceedings instituted in regard to the enforcement of a judgment of any Specified Court in a Related Proceeding a “Related

Judgment”, as to which such jurisdiction is non-exclusive) of the Specified Courts in any Related Proceeding. Service of any

process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any

Related Proceeding brought in any Specified Court. The parties irrevocably and unconditionally waive any objection to the laying of venue

of any Related Proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified

Court that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum.

(b)            Waiver

of Jury Trial. Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating

to this Agreement.

SECTION 16. Default

of One or More of the Several Underwriters. If any one or more of the several Underwriters shall fail or refuse to purchase Securities

that it or they have agreed to purchase hereunder at the Closing Time, and the aggregate number of Securities which such defaulting Underwriter

or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Securities to be purchased

on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Securities set forth opposite

their respective names on Schedule A bears to the aggregate number of Securities set forth opposite the names of all such non-defaulting

Underwriters, or in such other proportions as may be specified by the Underwriters with the consent of the non-defaulting Underwriters,

to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase at the Closing Time.

If any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate number of Securities with respect

to which such default occurs exceeds 10% of the aggregate number of Securities to be purchased at the Closing Time, and arrangements satisfactory

to the Underwriters and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement

shall terminate without liability of any party to any other party except that the provisions of Sections 4, 6, 7 and 8 hereof shall

at all times be effective and shall survive such termination, but nothing herein shall relieve a defaulting Underwriter from liability

for its default. In any such case either the Underwriters or the Company shall have the right to postpone the Closing Time, as the case

may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, the General

Disclosure Package and the Prospectus or any other documents or arrangements may be effected.

As used in this Agreement, the term “Underwriter”

shall be deemed to include any person substituted for a defaulting Underwriter under this Section 16. Any action taken under this

Section 16 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

SECTION 17. No

Advisory or Fiduciary Responsibility. The Company and the Parent Guarantor acknowledges and agrees that: (i) the purchase and

sale of the Securities pursuant to this Agreement, including the determination of the offering price of the Securities and any related

discounts and commissions, is an arm’s-length commercial transaction between the Company and the Parent Guarantor, on the one hand,

and the several Underwriters, on the other hand, and the Company and the Parent Guarantor are capable of evaluating and understanding

and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection

with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as

a principal and is not the agent or fiduciary of the Company, and the Parent Guarantor or their respective affiliates, stockholders, creditors

or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor

of the Company and the Parent Guarantor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective

of whether such Underwriter has advised or is currently advising the Company and the Parent Guarantor on other matters) or any other obligation

to the Company and the Parent Guarantor except the obligations expressly set forth in this Agreement; (iv) the several Underwriters

and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company

and the Parent Guarantor, and the several Underwriters have no obligation to disclose any of such interests by virtue of any fiduciary

or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect

to the offering contemplated hereby, and the Company and the Parent Guarantor have consulted their own legal, accounting, regulatory and

tax advisors to the extent they deemed appropriate.

This Agreement supersedes all prior agreements

and understandings (whether written or oral) between the Company, the Parent Guarantor and the several Underwriters, or any of them, with

respect to the subject matter hereof. The Company and the Parent Guarantor hereby waive and release, to the fullest extent permitted by

law, any claims that the Company and the Parent Guarantor may have against the several Underwriters with respect to any breach or alleged

breach of fiduciary duty.

SECTION 18. Recognition

of the U.S. Special Resolution Regimes.

(a)             In

the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer

from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent

as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were

governed by the laws of the United States or a state of the United States.

(b)            In

the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under

a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to

be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement

were governed by the laws of the United States or a state of the United States.

For purposes of this Section 18, a “BHC

Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with,

12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that

term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term

is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is

defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned

to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S.

Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder

and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

SECTION 19. Compliance

with USA PATRIOT Act. In accordance with the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26,

2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the

Company and the Parent Guarantor, which information may include the name and address of their respective clients, as well as other information

that will allow the Underwriters to properly identify their respective clients.

SECTION 20. General

Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral

and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may

be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and

hereto were upon the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by telecopier, facsimile

or other electronic transmission (e.g., a “pdf” or “tif”) shall be effective as delivery of a manually executed

counterpart thereof. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein

(express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings

herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Counterparts

may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform

Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission

method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signature Pages Follow]

If the foregoing is in accordance with your understanding

of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts

hereof, shall become a binding agreement in accordance with its terms.

Very truly yours,

BOOZ ALLEN HAMILTON INC.

By:

/s/ Troy Lahr

Name:

Troy Lahr

Title:

Executive Vice President and Chief Financial Officer

PARENT GUARANTOR

BOOZ ALLEN HAMILTON HOLDING CORPORATION

By:

/s/ Troy Lahr

Name:

Troy Lahr

Title:

Executive Vice President and Chief Financial Officer

[Signature page to Underwriting Agreement]

The foregoing Underwriting Agreement is hereby

confirmed and accepted by the Underwriters as of the date first above written.

BofA Securities, Inc.

J.P. Morgan Securities LLC

PNC Capital Markets LLC

Truist Securities, Inc.

Acting on behalf of themselves

and as the Representatives of

the several Underwriters

BofA

Securities, Inc.

By:

/s/ Cody Kiechle

Name:

Cody Kiechle

J.P.

Morgan Securities LLC

By:

/s/ Saee Athalye

Name:

Saee Athalye

PNC Capital

Markets LLC

By:

/s/ Valerie Phadel

Name:

Valerie Phadel

Truist

Securities, Inc.

By:

/s/ Rob Nordlinger

Name:

Rob Nordlinger

[Signature page to Underwriting Agreement]

SCHEDULE

Underwriters

Aggregate Principal

Amount of 3-Year Notes

to be Purchased

Aggregate Principal

Amount of 7-Year

Notes to be Purchased

BofA Securities, Inc.

$ 112,000,000

$ 80,000,000

J.P. Morgan Securities LLC

$ 98,000,000

$ 70,000,000

PNC Capital Markets LLC

$ 98,000,000

$ 70,000,000

Truist Securities, Inc.

$ 98,000,000

$ 70,000,000

Goldman Sachs & Co. LLC

$ 63,000,000

$ 45,000,000

SMBC Nikko Securities America, Inc.

$ 63,000,000

$ 45,000,000

U.S. Bancorp Investments, Inc.

$ 63,000,000

$ 45,000,000

Wells Fargo Securities, LLC

$ 63,000,000

$ 45,000,000

Capital Ones Securities, Inc.

$ 21,000,000

$ 15,000,000

TD Securities (USA) LLC

$ 21,000,000

$ 15,000,000

Total

$ 700,000,000

$ 500,000,000

SCHEDULE B

Issuer Free Writing Prospectuses

1. Final Term Sheet for the Notes

SCHEDULE C

Electronic Road Shows and Other Written Communications

1.            None.

SCHEDULE D

FINAL TERM SHEET

[See attached.]

Booz Allen Hamilton Inc.

FINAL TERM SHEET

July 28, 2026

$700,000,000 5.375% Senior Notes due 2030

$500,000,000 5.900% Senior Notes due 2034

Issuer:

Booz Allen Hamilton Inc.

Parent Guarantor

Booz Allen Hamilton Holding Corporation

Ratings (Moody’s / S&P):*

[Intentionally Omitted]

Principal Amount:

Senior Notes due 2030: $700,000,000

Senior Notes due 2034: $500,000,000

Maturity:

January 30, 2030

January 30, 2034

Coupon (Interest Rate):

Senior Notes due 2030: 5.375%

Senior Notes due 2034: 5.900%

Yield to Maturity:

Senior Notes due 2030: 5.383%

Senior Notes due 2034: 5.951%

Spread to Benchmark Treasury:

Senior Notes due 2030: +108 basis points

Senior Notes due 2034: +148 basis points

Benchmark Treasury:

UST 4.125% due July 15, 2029

UST 4.250% due June 30, 2033

Benchmark Treasury Price / Yield:

Senior Notes due 2030: 99-16 ¼ / 4.303%

Senior Notes due 2034: 98-22 ¼ / 4.471%

Interest Payment Dates:

Semi-annually on January 30 and July 30 of each year, commencing on January 30, 2027

Redemption Provision(s):

Prior to December 30, 2029 (one month prior to the maturity date of the Senior Notes due 2030) and November 30, 2033 (two months prior to the maturity date of the Senior Notes due 2034) (each, a “Par Call Date”), the Issuer may redeem the Senior Notes due 2030 and/or the Senior Notes due 2034, in each case, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming such notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Prospectus under “Description of Notes and Note Guarantee—Optional Redemption”) plus the applicable make-whole spread (20 basis points with respect to the Senior Notes due 2030 and 25 basis points with respect to the Senior Notes due 2034) less (b) interest accrued to, but excluding, the redemption date, and (2) 100% of the principal amount of the notes to be redeemed, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to, but excluding, the redemption date as described in the Prospectus under “Description of Notes and Note Guarantee—Optional Redemption.”

On and after the applicable Par Call Date, the Issuer may redeem the Senior Notes due 2030 and/or the Senior Notes due 2034, in each case, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the aggregate principal amount of the notes being redeemed, plus any accrued and unpaid interest on the principal amount being redeemed to, but excluding, the redemption date as described in the Prospectus under “Description of Notes and Note Guarantee—Optional Redemption.”

Special Mandatory Redemption:

In the event that (a) the Purchase Agreement is terminated on or at any time prior to December 19, 2026 without the Ultra Mission Solutions Acquisition having been consummated or (b) the Ultra Mission Solutions Acquisition is not consummated on or at any time prior to the later of (a) December 19, 2026 and (b) the date that is five business days after any later date to which the parties to the Purchase Agreement agree to extend the Termination Date (as defined in the Purchase Agreement) pursuant to the Purchase Agreement, the Issuer will redeem all of the Senior Notes due 2034 at a price equal to 101% of the aggregate outstanding principal amount of such notes, plus accrued and unpaid interest from the last date on which interest was paid or, if interest has not been paid, the date of original issuance of such notes to, but excluding, the Special Mandatory Redemption Date, as described in the Prospectus under “Description of Notes and Note Guarantee—Special Mandatory Redemption.” The Senior Notes due 2030 are not subject to the Special Mandatory Redemption.

Price to Public:

Senior Notes due 2030: 99.976% of the principal amount

Senior Notes due 2034: 99.696% of the principal amount

Underwriting Discount:

Senior Notes due 2030: 0.400% of the principal amount

Senior Notes due 2034: 0.625% of the principal amount

Net Proceeds (after Underwriting Discount and before Expenses) to the Issuer:

$1,192,387,000

Trade Date:

July 28, 2026

Settlement Date:**

August 4, 2026 (T+5)

Denominations:

$2,000 and integral multiples of $1,000 in excess thereof

Day Count Convention:

30/360

CUSIP Number:

Senior Notes due 2030: 09951LAE3

Senior Notes due 2034: 09951LAF0

ISIN Number:

Senior Notes due 2030: US09951LAE39

Senior Notes due 2034: US09951LAF04

Book-Running Manager(s):

BofA Securities, Inc.

J.P. Morgan Securities LLC

PNC Capital Markets LLC

Truist Securities, Inc.

Goldman Sachs & Co. LLC

SMBC Nikko Securities America, Inc.

U.S. Bancorp Investments, Inc.

Wells Fargo Securities, LLC

Co-Managers:

Capital One Securities, Inc.

TD Securities (USA) LLC

*Note: A securities rating is not a recommendation to

buy, sell or hold securities and may be subject to revision or withdrawal at any time.

** The Issuer expects that delivery of the notes

will be made to investors on August 4, 2026, which will be the fifth business day following the date of this term sheet (such settlement

being referred to as “T+5”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary

market are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers

who wish to trade notes more than one business day prior to August 4, 2026 will be required, by virtue of the fact that the notes

initially settle in T+5, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement.

Purchasers of the notes who wish to trade the notes during such period should consult their advisors.

The issuer has filed a

registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest,

you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete

information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.

Alternatively, the Underwriters can arrange to send you the prospectus if you request it by calling or e-mailing BofA Securities, Inc.

at 1-800-294-1322 or dg.prospectus_requests@bofa.com; calling J.P. Morgan Securities LLC collect at 1-212-834-4533; calling PNC

Capital Markets LLC toll-free at 1-855-881-0697; or calling Truist Securities, Inc. toll-free at 1-800-685-4786.

SCHEDULE E

[Intentionally Omitted]

SCHEDULE F

[Intentionally Omitted]

EX-4.2 — EXHIBIT 4.2

EX-4.2

Filename: tm2621893d1_ex4-2.htm · Sequence: 3

Exhibit 4.2

SUPPLEMENTAL INDENTURE ESTABLISHING A SERIES OF

NOTES

BOOZ ALLEN HAMILTON INC.

as Issuer

and

BOOZ ALLEN HAMILTON HOLDING CORPORATION

as Parent Guarantor

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

as Trustee

____

THIRD SUPPLEMENTAL INDENTURE

DATED AS OF AUGUST 4, 2026

____

5.375% Senior Notes Due 2030

5.900% Senior Notes Due 2034

THIRD SUPPLEMENTAL INDENTURE, dated as of August 4,

2026 (this “Supplemental Indenture”), among Booz Allen Hamilton Inc. (the “Issuer”), Booz Allen

Hamilton Holding Corporation, as parent guarantor under the Indenture referred to below (the “Parent Guarantor”),

and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), supplementing the Indenture, dated

as of August 4, 2023 (the “Base Indenture”) among the Issuer, the Parent Guarantor and the Trustee.

W I T N E S S E T H:

WHEREAS, the Issuer, the Parent Guarantor and

the Trustee are party to the Base Indenture, relating to the issuance from time to time by the Issuer of notes in series;

WHEREAS, pursuant to the terms of the Indenture

and this Supplemental Indenture (together, the “Indenture”), the Issuer desires to provide for the establishment of

new series of its senior notes to be known as its 5.375% Senior Notes due 2030 (the “2030 Notes”) and 5.900% Senior

Notes due 2034 (the “2034 Notes” and, together with the 2030 Notes, the “Notes”), the form and

substance of each series of the Notes and the terms, provisions and conditions thereof to be set forth as provided in the Base Indenture

and this Supplemental Indenture;

WHEREAS, in connection with the issuance of the

Notes, the Issuer has duly authorized the execution and delivery of this Supplemental Indenture to establish the forms and terms of the

Notes as hereinafter described; and

NOW, THEREFORE, in consideration of the foregoing

and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Parent Guarantor and the

Trustee mutually covenant and agree for the benefit of the Holders of the Notes as follows:

ARTICLE 1

DEFINED TERMS

Section 1.1. As

used in this Supplemental Indenture, terms defined in the Base Indenture or in the preamble or recital hereto are used herein as so defined.

The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental

Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

Section 1.2. References

in this Supplemental Indenture to article and section numbers shall be deemed to be references to article and section numbers of this

Supplemental Indenture unless otherwise specified.

Section 1.3. For

purposes of this Supplemental Indenture, the following terms have the meanings ascribed to them as follows:

“2030 Notes” has the meaning

provided in the recitals

“2034 Notes” has the meaning

provided in the recitals

“Attributable Debt” means,

with respect to a Sale and Leaseback Transaction, an amount equal to the present value of the lease payments with respect to the term

of the lease remaining on the date as of which the amount is being determined, without regard to any renewal or extension in the lease,

discounted at the rate of interest set forth or implicit in the terms of the lease, compounded semi-annually.

“Below Investment Grade Rating Event”

means that the Notes become rated below Investment Grade by each of the Rating Agencies on any date from the date of the first public

notice by the Parent Guarantor or the Issuer of an arrangement that results in a Change of Control until the end of the 30-day period

following public notice by the Parent Guarantor or the Issuer of the occurrence of a Change of Control (which period will be extended

for an additional 30 days if the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating

Agencies); provided, however, that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating

will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Below Investment Grade

Rating Event for purposes of the definition of Change of Control Triggering Event), if the Rating Agencies making the reduction in rating

to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at its request that

the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect

of, the applicable Change of Control (whether or not the applicable Change of Control has occurred at the time of the Below Investment

Grade Rating Event).

“Cash Equivalents” means:

(1) U.S.

dollars, Canadian dollars, Japanese yen, pounds sterling, euros or the national currency of any participating member state of the European

Union (as it is constituted on the issue date of the Notes) and, with respect to any foreign subsidiaries, other currencies held by such

foreign Subsidiary in the ordinary course of business;

(2) securities

issued or directly guaranteed or insured by the government of the United States or any country that is a member of the European Union

(as it is constituted on the issue date of the Notes) or any agency or instrumentality thereof in each case with maturities not exceeding

two years from the date of acquisition;

(3) money

market deposits, certificates of deposit, time deposits and eurodollar time deposits with maturities of two years or less from the date

of acquisition, bankers’ acceptances, in each case with maturities not exceeding two years, and overnight bank deposits, in each

case with any lender under the Senior Credit Agreement or any other commercial bank having capital and surplus in excess of $250.0 million

in the case of domestic banks or $100.0 million (or the dollar equivalent thereof) in the case of foreign banks;

(4) repurchase

obligations for underlying securities of the types described in clauses (2) above and clause (6) below entered into with any

financial institution meeting the qualifications specified in clause (3) above or securities dealers of recognized national standing;

(5) commercial

paper or variable or fixed rate notes issued by a corporation or other Person (other than an affiliate of the Issuer) rated at least

“P-2” or “A-2” or the equivalent thereof by either Moody’s or S&P (or reasonably equivalent ratings

of another internationally recognized ratings agency) and in each case maturing within two years after the date of acquisition, and commercial

paper or variable or fixed rate notes issued by or guaranteed by any lender under the Senior Credit Agreement or any bank holding company

owning any such lender;

(6) readily

marketable direct obligations issued by any state, commonwealth or territory of the United States of America or any political subdivision

or taxing authority thereof having an Investment Grade rating from either Moody’s or S&P (or reasonably equivalent ratings

of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition;

(7) Indebtedness

issued by Persons with a rating of “A” or higher from S&P or “A-2” or higher from Moody’s (or reasonably

equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the

date of acquisition, and securities of marketable short-term money market and similar highly liquid funds having assets in excess of

$250.0 million;

(8) investment

funds investing at least 95.0% of their assets in investments of the types described in clauses (1) through (7) above and (9) and

(10) below;

(9) investments

with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA (or the equivalent thereof)

or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or reasonably equivalent ratings of another internationally

recognized ratings agency); and

(10) in

the case of investments by any foreign Subsidiary or investments made in a country outside the United States of America, other investments

of comparable tenor and credit quality to those described in the foregoing clauses (1) through (9) customarily utilized in

the countries where such foreign Subsidiary is located or in which such investment is made.

Notwithstanding the foregoing, Cash Equivalents

shall include amounts denominated in currencies other than those set forth in clause (1) above; provided that such amounts are converted

into any currency listed in clause (1) as promptly as practicable and in any event within 10 business days following the receipt

of such amounts.

“Cash Management Services”

means any of the following (a) treasury services, (b) credit card, debit card, merchant card, purchasing card or stored value

card services (including, without limitation, the processing of payments and other administrative services with respect thereto), (c) cash

management services (including, without limitation, controlled disbursements, automated clearinghouse transactions, return items, netting,

overdrafts, depository, lockbox, stop payment, electronic funds transfer, information reporting, wire transfer and interstate depository

network services) and (d) other banking products or services as may be requested by the Issuer or any Subsidiary (other than letters

of credit and other than loans and advances except indebtedness arising from services described in clauses (a) through (c) of

this definition).

“Change of Control” means the

occurrence of any one of the following:

(1) the

Issuer becomes aware of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of

the Exchange Act, or any successor provision) other than one or more Permitted Parents, including any group acting for the purpose of

acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), but excluding

any employee benefit plan of such Person and its subsidiaries, and any Person acting in its capacity as trustee, agent or other fiduciary

or administrator of such plan, in a single transaction or in a related series of transactions, by way of merger, consolidation or other

business combination or purchase of equity interests or otherwise, of beneficial ownership (within the meaning of Rule 13d-3 under

the Exchange Act, or any successor provision) of Voting Stock of the Issuer representing more than 50.0% of the total voting power of

the Voting Stock of the Issuer, provided that (x) so long as the Issuer is a subsidiary of any Permitted Parent, no Person or group

shall be deemed to be or become a beneficial owner of Voting Stock of the Issuer representing more than 50.0% of the total voting power

of the Voting Stock of the Issuer unless such Person or group shall be or become a beneficial owner of Voting Stock of such Permitted

Parent representing more than 50.0% of the total voting power of the Voting Stock of such Permitted Parent (other than a Permitted Parent

that is a subsidiary of another Permitted Parent) and (y) any Voting Stock of which any Permitted Parent is the beneficial owner

shall not in any case be included in any Voting Stock of which any such Person or group is the beneficial owner; or

(2) the

sale, lease or transfer, in one or a series of related transactions, of all or substantially all the assets of the Issuer and its subsidiaries,

taken as a whole, to a Person and any Person or group (as defined in clause (1) above) other than one or more Permitted Parents

that is or becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of

Voting Stock of the transferee person in such sale, lease or transfer of assets representing more than 50.0% of the total voting power

of the Voting Stock of such transferee Person, provided that (x) so long as such transferee person is a subsidiary of a parent

person, no Person or group shall be deemed to be or become a beneficial owner of Voting Stock of the transferee person in such sale,

lease or transfer of assets representing more than 50.0% of the total voting power of the Voting Stock of such transferee person unless

such Person or group shall be or become a beneficial owner of Voting Stock of such parent person representing more than 50.0% of the

total voting power of the Voting Stock of such parent Person (other than a Permitted Parent that is a subsidiary of another Permitted

Parent) and (y) any Voting Stock of which any Permitted Parent is the beneficial owner shall not in any case be included in any

Voting Stock of which any such Person or group is the beneficial owner.

“Change of Control Offer” has

the meaning given to such term in Section 4.3.

“Change of Control Payment Date”

has the meaning given to such term in Section 4.3.

“Change of Control Triggering Event”

means the occurrence of both a Change of Control and a Below Investment Grade Rating Event. Notwithstanding the foregoing, no Change

of Control Triggering Event will be deemed to have occurred in connection with any particular Change of Control unless and until such

Change of Control has actually been consummated.

“Consolidated Total Assets”

means the total assets of the Parent Guarantor, determined on a consolidated basis in accordance with GAAP, as shown on the most recently

issued consolidated balance sheet of the Parent Guarantor.

“Equity Interests” means Capital

Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any Capital Stock that arises only by reason

of the happening of a contingency or any debt security that is convertible into, or exchangeable for, Capital Stock).

“Existing Credit Agreement”

means the credit agreement dated as of July 31, 2012, among the Issuer as borrower, the Parent Guarantor, as guarantor, the lenders

from time to time party thereto, and Bank of America, N.A., as administrative agent and an issuing lender, as amended, restated, supplemented,

replaced, waived or otherwise modified from time to time.

“Factoring Transaction” means

any transaction or series of transactions that may be entered into by the Issuer or any Subsidiary pursuant to which the Issuer or any

Subsidiary may sell, convey, assign or otherwise transfer Receivables Assets (which may include a backup or precautionary grant of security

interest in such Receivables Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned

or otherwise transferred) to any Person that is not a Subsidiary of the Issuer; provided that any such Person that is a Subsidiary meets

the qualifications in clauses (1) through (3) of the definition of “Receivables Subsidiary.”

“GAAP” means generally accepted

accounting principles in the United States of America as in effect from time to time, including those set forth in the opinions and pronouncements

of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the

Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting

profession; provided that the Issuer may at any time elect by written notice to the Trustee to so use IFRS in lieu of GAAP for financial

reporting purposes and, upon any such notice, references herein to GAAP shall thereafter be construed to mean (a) for periods beginning

on and after the date specified in such notice, IFRS as in effect from time to time and (b) for prior periods, GAAP as defined

in the first sentence of this definition. All ratios and computations based on GAAP contained in the Indenture shall be computed in conformity

with GAAP.

“Incur” means, with respect

to any Indebtedness, Capital Stock or Lien, to issue, assume, enter into any guarantee of, incur or otherwise become liable, for such

Indebtedness, Capital Stock or Lien, as applicable; and the terms “Incurs,” “Incurred,” and “Incurrence”

shall have a correlative meaning; provided that any Indebtedness, capital stock or Lien of a Person existing at the time such Person

becomes a Subsidiary (whether by merger, amalgamation, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such

Person at the time it becomes a Subsidiary.

“Indebtedness” of any Person

means the principal of any indebtedness of such Person in respect of borrowed money, whether or not evidenced by bonds, notes, debentures

or similar instruments, and including any guarantee by such Person of the indebtedness in respect of borrowed money of another Person.

For the purpose of computing the amount of the Indebtedness of any Person there shall be excluded all Indebtedness of such Person for

the payment or redemption or satisfaction of which money or securities (or evidences of such Indebtedness, if permitted under the terms

of the instrument creating such Indebtedness) in the necessary amount shall have been deposited in trust with the proper depositary,

whether upon or prior to the maturity or the date fixed for redemption or satisfaction of such Indebtedness; and, in any instance where

Indebtedness is so excluded, for the purpose of computing the assets of such Person there shall be excluded the money, securities or

evidences of Indebtedness deposited by such Person in trust for the purpose of paying or satisfying such Indebtedness.

“Investment Grade” means a

rating of BBB- or better by S&P (or its equivalent under any successor rating category of S&P), or a rating of Baa3 or better

by Moody’s (or its equivalent under any successor rating category of Moody’s).

“Investment Grade Securities”

means:

(1) securities

issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality thereof (other than Cash Equivalents);

(2) securities

that have an Investment Grade rating, but excluding any debt securities or instruments constituting loans or advances among the Issuer

and its subsidiaries;

(3) investments

in any fund that invests at least 95.0% of its assets in investments of the type described in clauses (1) and (2) above and

clause (4) below which fund may also hold immaterial amounts of cash pending investment and/or distribution; and

(4) corresponding

instruments in countries other than the United States customarily utilized for high quality investments and in each case with maturities

not exceeding two years from the date of acquisition.

“Lien” means, with respect

to any asset, any mortgage, lien, pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in

respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or

other title retention agreement, any lease in the nature thereof, or any option or other agreement to sell); provided that in no event

shall an operating lease or an agreement to sell be deemed to constitute a Lien.

“Moody’s” means Moody’s

Investors Service, Inc., and its successors.

“Notes” has the meaning provided

in the recitals.

“Par Call Date” means December 30,

2029, with respect to the 2030 Notes, and November 30, 2033, with respect to the 2034 Notes.

“Permitted Lien” has the meaning

given to such term in Section 3.1.

“Permitted Parent” means (i) Booz

Allen Hamilton Holding Corporation and (ii) any Person of which the Issuer becomes a subsidiary after the issue date of the Notes

that is designated by the Issuer as a “Permitted Parent” and solely for so long as the Issuer remains a subsidiary of such

Person; provided that immediately after the Issuer first becomes a subsidiary of such Person, more than 50.0% of the Voting Stock

of such person shall be held by one or more persons that held more than 50.0% of the Voting Stock of the Issuer or a Permitted Parent

of the Issuer immediately prior to the Issuer first becoming such a subsidiary.

“Permitted Sale and Leaseback Transaction”

has the meaning given to such term in Section 3.2.

“Person” means any individual,

corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization,

government or any agency or political subdivision thereof or any other entity.

“Purchase Agreement” means

the stock purchase agreement, dated as of June 19, 2026, by and among (i) Booz Allen Hamilton Inc., (ii) Ultra I&C

Holdings Limited, a private limited company incorporated under the Laws of England and Wales, (iii) Ultra Electronics Holdings Limited,

a private limited company incorporated under the Laws of England and Wales, and (iv) Ultra Electronics Advanced Tactical Systems, Inc.,

a Texas corporation, pursuant to which Booz Allen Hamilton Inc. will purchase from Ultra I&C Holdings Limited, and the Ultra I&C

Holdings Limited will sell to Booz Allen Hamilton Inc., all of the issued and outstanding equity interests of Ultra Electronics Advanced

Tactical Systems, Inc.

“Qualified Receivables Factoring”

means any Factoring Transaction that meets the following conditions:

(1) such Factoring Transaction is non-recourse to, and does

not obligate, the Issuer or any Subsidiary, or their respective properties or assets (other than Receivables Assets) in any way other

than pursuant to Standard Securitization Undertakings;

(2) all

sales, conveyances, assignments or contributions of Receivables Assets by the Issuer or Subsidiary are made at fair market value in the

context of a Factoring Transaction (as determined in good faith by the Issuer or any direct or indirect parent of the Issuer); and

(3) such

Factoring Transaction (including financing terms, covenants, termination events (if any) and other provisions thereof) is on market terms

at the time such Factoring Transaction is first entered into (as determined in good faith by the Issuer or any direct or indirect parent

of the Issuer) and may include Standard Securitization Undertakings.

The grant of a security interest in any accounts

receivable of the Issuer or any of its subsidiaries (other than a Receivables Subsidiary) to secure any credit agreement shall not be

deemed a Qualified Receivables Factoring.

“Qualified Receivables Financing”

means any Receivables Financing of a Receivables Subsidiary that meets the following conditions:

(1) the

Board of Directors of the Issuer or any direct or indirect parent of the Issuer shall have determined in good faith that such Qualified

Receivables Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically

fair and reasonable to the Issuer and its subsidiaries;

(2) all

sales, conveyances, assignments or contributions of Receivables Assets by the Issuer or any Subsidiary to the Receivables Subsidiary

are made at fair market value (as determined in good faith by the Issuer or any direct or indirect parent of the Issuer); and

(3) the

financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the

Issuer or any direct or indirect parent of the Issuer) and may include Standard Securitization Undertakings.

The grant of a security interest in any accounts

receivable of the Issuer or any of its subsidiaries (other than a Receivables Subsidiary) to secure any credit agreement shall not be

deemed a Qualified Receivables Financing.

“Rating Agency” means (1) each

of S&P and Moody’s and (2) if any of S&P or Moody’s ceases to rate the Notes or fails to make a rating of the

Notes publicly available for reasons outside of the Issuer’s control, a “nationally recognized statistical rating organization”

as defined in Section 3(a)(62) of the Exchange Act, selected by the Issuer (as certified by a resolution of the board of directors

of the Parent Guarantor and reasonably acceptable to the Trustee) as a replacement agency for S&P or Moody’s, or both of them,

as the case may be.

“Receivables Assets” means

accounts receivable (whether now existing or arising in the future) of the Issuer or any of its subsidiaries, and any assets related

thereto including, without limitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations

in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in

respect of which security interests are customarily granted in connection with asset securitization or factoring transactions involving

accounts receivable and any Swap Contracts entered into by the Issuer or any such Subsidiary in connection with such accounts receivable.

“Receivables Financing” means

any transaction or series of transactions that may be entered into by the Issuer or any of its subsidiaries pursuant to which the Issuer

or any of its subsidiaries may sell, convey or otherwise transfer to (a) a Receivables Subsidiary (in the case of a transfer by

the Issuer or any of its subsidiaries), and (b) any other Person (in the case of a transfer by a Receivables Subsidiary), or may

grant a security interest in, any Receivables Assets.

“Receivables Repurchase Obligation”

means (i) any obligation of a seller of receivables in a Qualified Receivables Factoring or a Qualified Receivables Financing to

repurchase receivables arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result

of a receivable or portion thereof becoming subject to any asserted defense, dispute, off-set or counterclaim of any kind as a result

of any action taken by, any failure to take action by or any other event relating to the seller or (ii) any right of a seller of

receivables in a Qualified Receivables Factoring or Qualified Receivables Financing to repurchase defaulted receivables for the purposes

of claiming sales tax bad debt relief.

“Receivables Subsidiary” means

a wholly-owned Subsidiary of the Issuer (or another Person formed for the purposes of engaging in a Qualified Receivables Financing with

the Issuer in which the Issuer or any Subsidiary, or any other direct or indirect parent of the Issuer makes an investment and to which

the Issuer or any Subsidiary of the Issuer, or any direct or indirect parent of the Issuer transfers Receivables Assets and related assets)

which engages in no activities other than in connection with the financing of Receivables Assets of the Issuer, and any Subsidiary or

any direct or indirect parent of the Issuer, all proceeds thereof and all rights (contractual or other), collateral and other assets

relating thereto, and any business or activities incidental or related to such business, and which is designated by the board of directors

of the Issuer, the Parent Guarantor or any other direct or indirect parent of the Issuer (as provided below) as a Receivables Subsidiary

and:

(1) no

portion of the indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Issuer or any other

Subsidiary of the Issuer (excluding guarantees of obligations (other than the principal of, and interest on, indebtedness) pursuant to

Standard Securitization Undertakings), (ii) is recourse to or obligates the Issuer or any other Subsidiary of the Issuer in any

way other than pursuant to Standard Securitization Undertakings, or (iii) subjects any property or asset of the Issuer, or any Subsidiary

of the Issuer, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization

Undertakings;

(2) with

which neither the Issuer nor any other Subsidiary of the Issuer has any material contract, agreement, arrangement or understanding other

than on terms which the Issuer reasonably believes to be no less favorable to the Issuer or such Subsidiary than those that might be

obtained at the time from Persons that are not affiliates of the Issuer; and

(3) to

which neither the Issuer nor any other Subsidiary of the Issuer has any obligation to maintain or preserve such entity’s financial

condition or cause such entity to achieve certain levels of operating results.

Any such designation by the board of directors

of the Issuer or any direct or indirect parent of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified

copy of the resolution of the board of directors of the Issuer or any direct or indirect parent of the Issuer giving effect to such designation

and an officer’s certificate certifying that such designation complied with the foregoing conditions.

“S&P” means S&P Global

Ratings, a division of S&P Global, Inc., and its successors.

“Sale and Leaseback Transaction”

means any arrangement with any Person pursuant to which the Issuer or any Subsidiary leases any property that has been or is to be sold

or transferred by the Issuer or such Subsidiary to such Person.

“Senior Credit Agreement” means

the Existing Credit Agreement, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed

in connection therewith, as amended, restated, supplemented, waived, renewed or otherwise modified from time to time, and (if designated

by the Issuer) as replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid,

refunded, refinanced or otherwise modified from time to time, including (if designated by the Issuer) any agreement or indenture or commercial

paper facilities with banks or other institutional lenders or investors extending the maturity thereof, refinancing, replacing or otherwise

restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or

replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity

thereof.

“Special Mandatory Redemption”

has the meaning given to such term in Section 4.2.

“Special Mandatory Redemption Date”

means the earlier to occur of (1) the tenth business day following the later of (a) December 19, 2026 and (b) the

date that is five business days after any later date to which the parties to the Purchase Agreement agree to extend the Termination Date

(as defined in the Purchase Agreement) pursuant to the Purchase Agreement, in each case, if the Ultra Mission Solutions Acquisition has

not been consummated on or prior to such date, or (2) the tenth business day following the termination of the Purchase Agreement

for any reason without the Ultra Mission Solutions Acquisition having been consummated.

“Special Mandatory Redemption Price”

has the meaning given to such term in Section 4.2.

“Standard Securitization Undertakings”

means representations, warranties, covenants, indemnities and guarantees of performance entered into by the Issuer or any Subsidiary

of the Issuer which the Issuer or has determined in good faith to be customary in a Factoring Transaction or Receivables Financing including,

without limitation, those relating to the servicing of the assets of a Receivables Subsidiary, it being understood that any Receivables

Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.

“Subsidiary” means, with respect

to any Person (1) any corporation, association or other business entity (other than a partnership, joint venture, limited liability

company or similar entity) of which more than 50.0% of the total voting power of the Voting Stock is at the time of determination owned

or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof

and (2) any partnership, joint venture, limited liability company or similar entity of which (x) more than 50.0% of the capital

accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned

or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof,

whether in the form of membership, general, special or limited partnership interests or otherwise, and (y) such Person or any Subsidiary

of such Person is a controlling general partner or otherwise controls such entity.

“Swap Contract” means (a) any

and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options,

forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond

or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions,

floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts,

or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing),

whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind,

and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published

by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other

master agreement, including any obligations or liabilities under any such master agreement.

“Treasury Rate” means, with

respect to any redemption date, the yield determined by the Issuer in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Issuer

after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors

of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent

day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal

Reserve System designated as “Selected Interest Rates (Daily) — H.15” (or any successor designation or publication)

(“H.15”) under the caption “U.S. government securities — Treasury constant maturities — Nominal”(or

any successor caption or heading) (“H.15 TCM”).

In determining the Treasury Rate, the Issuer shall

select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption

date to the applicable Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on

H.15 exactly equal to the Remaining Life, the two yields — one yield corresponding to the Treasury constant maturity on H.15 immediately

shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life —

and shall interpolate to the applicable Par Call Date on a straight-line basis (using the actual number of days) using such yields and

rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer

than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this

paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant

number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

If on the third business day preceding the redemption

date H.15 TCM is no longer published, the Issuer shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual

equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United

States Treasury security maturing on, or with a maturity that is closest to, the applicable Par Call Date, as applicable. If there is

no United States Treasury security maturing on the applicable Par Call Date but there are two or more United States Treasury securities

with a maturity date equally distant from the applicable Par Call Date, one with a maturity date preceding the applicable Par Call Date

and one with a maturity date following the applicable Par Call Date, the Issuer shall select the United States Treasury security with

a maturity date preceding the applicable Par Call Date.

If there are two or more United States Treasury

securities maturing on the applicable Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding

sentence, the Issuer shall select from among these two or more United States Treasury securities the United States Treasury security

that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00

a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity

of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage

of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

“Ultra Mission Solutions Acquisition”

means the transactions contemplated by the Purchase Agreement.

“Voting Stock” of any specified

Person as of any date means any and all shares or equity interests (however designated) of such Person that are at the time entitled

to vote generally in the election of the board of directors, managers or trustees of such Person, as applicable.

ARTICLE 2

GENERAL TERMS AND CONDITIONS OF THE NOTES

Section 2.1. Title

of Notes. There shall be two series of Notes of the Issuer designated the “5.375% Senior Notes due 2030” and the “5.900%

Senior Notes due 2034.”

Section 2.2. Form and

Payment. (a) The 2030 Notes shall be issued substantially in the form set forth, or referenced, in Article II of the Base

Indenture and Exhibit A attached hereto, which form is hereby incorporated in and made a part of this Supplemental Indenture, in

each case as provided for in Section 2.1 of the Indenture (as such form may be modified in accordance with Section 2.3 of the

Indenture). The 2034 Notes shall be issued substantially in the form set forth, or referenced, in Article II of the Base Indenture

and Exhibit B attached hereto, which form is hereby incorporated in and made a part of this Supplemental Indenture, in each case

as provided for in Section 2.1 of the Indenture (as such form may be modified in accordance with Section 2.3 of the Indenture).

(b) Principal,

premium, if any, and interest on the global notes representing the Notes shall be made to the Paying Agent (defined below) which in turn

shall make payment to The Depository Trust Company as the Depositary with respect to the Notes or its nominee.

Notes shall be issued as global notes, only in fully registered book-entry form, without coupons, in minimum denominations of $2,000

and integral multiples of $1,000 in excess thereof.

(d) The

global notes representing the Notes shall be deposited with, or on behalf of, the Depositary and shall be registered, at the request

of the Depositary, in the name of Cede & Co.

(e) U.S.

Bank Trust Company, National Association shall initially act as paying agent for the Notes (the “Paying Agent”). The

Issuer may appoint and change the Paying Agent without prior notice to the Holders.

Section 2.3. Maturity

Date. The final Stated Maturity of the 2030 Notes shall be January 30, 2030 and the final Stated Maturity of the 2034 Notes

shall be January 30, 2034.

Section 2.4. Interest

and Interest Rates. Interest on the Outstanding principal amount of the 2030 Notes will accrue at the rate of 5.375% per annum, and

interest on the Outstanding principal amount of the 2034 Notes will accrue at the rate of 5.900% per annum and, in each case, will be

payable semi-annually in arrears on January 30 and July 30 in each year, commencing on January 30, 2027 to Holders of

record on the immediately preceding January 15 and July 15, respectively (each such January 15 and July 15, a “Regular

Record Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or provided for

or, if no interest has been paid, from August 4, 2026, except that interest on any additional Notes issued on or after the first

Interest Payment Date will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly

provided for or, if no interest has been paid on such additional Notes, from the Interest Payment Date immediately preceding the date

of issuance of such additional Notes (or if the date of issuance of such additional Notes is an Interest Payment Date, from such date

of issuance); provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that

will occur on or after the date of such exchange, interest on such Note received in exchange thereof will accrue from such Interest Payment

Date.

Section 2.5. No

Limitation on Aggregate Principal Amount. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding

under the Indenture is not limited. The aggregate principal amount of the 2030 Notes shall initially be $700,000,000, and the aggregate

principal amount of the 2034 Notes shall initially be $500,000,000. Subject to the terms of the Indenture, the Issuer may from time to

time, without the consent of the Holders, create and issue additional Notes of the same series as either series of Notes having the same

terms and conditions as the Notes of such series in all respects or in all respects except for issue date, issue price and, if applicable,

the first date on which interest accrues and the first payment of interest thereon. Additional Notes of such series issued in this manner

will be consolidated with, and will form a single series with, the Notes of such series, unless otherwise specified for additional Notes

in an applicable Notes Supplemental Indenture, or otherwise designated by the Issuer, as contemplated by Section 2.3 of the Base

Indenture; provided, that if any such additional Notes are not fungible with the initial Notes of such series for U.S. federal

income tax purposes, such additional Notes will have a separate “CUSIP” or “ISIN” number.

Section 2.6. Other

Terms. The Notes shall be unsecured senior indebtedness of the Issuer and shall rank equally and ratably in right of payment with

all of the Issuer’s other unsecured and unsubordinated indebtedness outstanding from time to time. The Notes shall not be convertible

into, or exchangeable for, any other securities of the Issuer, except that the Notes shall be exchangeable for other Notes to the extent

provided for in the Base Indenture.

Section 2.7. Defeasance.

The Notes shall be defeasible pursuant to both Sections 8.3 and 8.4 of the Base Indenture, and the provisions of Article VIII of

the Base Indenture shall apply to the Notes.

ARTICLE 3

ADDITIONAL COVENANTS

Section 3.1. Limitation

on Liens. (a) The Issuer will not, and will not permit any Subsidiary of the Issuer to, create, Incur, assume or permit

to exist any Lien on any property or asset, to secure any Indebtedness of the Issuer, any such Subsidiary or any other Person, without

securing the Notes equally and ratably with such Indebtedness for so long as such Indebtedness will be so secured, subject to certain

exceptions.

(b) The

foregoing restriction does not apply, with respect to any Person, to any of the following (any such Lien, a “Permitted Lien”):

(1) Liens

of the Issuer or any of its Subsidiaries existing on the date of this Supplemental Indenture;

(2) Liens

in favor of issuers of performance and surety bonds, bid, indemnity, warranty, release, judgment, appeal or similar bonds or with respect

to regulatory requirements or letters of credit or bankers’ acceptances issued and completion guarantees provided for, in each

case, pursuant to the request of and for the account of such Person in the ordinary course of its business;

(3) Liens

on assets of, or equity interests in, a Person at the time such Person becomes a Subsidiary of the Issuer; provided, however, that such

Liens are not created or Incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided,

further, that such Liens are limited to all or part of the same property or assets (plus improvements on such property or assets) that

secured (or, under the written arrangements under which the Liens arose, could secure) the obligations to which such Liens relate; provided,

further, that for purposes of this clause, if a Person other than the Issuer is the successor company with respect thereto, any Subsidiary

thereof shall be deemed to become a Subsidiary of the Issuer, and any property or assets of such Person or any such Subsidiary shall

be deemed acquired by the Issuer when such Person becomes such successor company;

(4) Liens

on assets at the time the Issuer or any Subsidiary acquired the assets, including any acquisition by means of a merger, amalgamation

or consolidation with or into the Issuer; provided, however, that such Liens are not created or Incurred in connection with, or in contemplation

of, such acquisition; provided, further, that such liens are limited to all or part of the same property or assets (plus improvements

on such property or assets) that secured (or, under the written arrangements under which the Liens arose, could secure) the obligations

to which such Liens relate; provided, further, that for purposes of this clause, if a Person other than the Issuer is the successor company

with respect thereto, any Subsidiary thereof shall be deemed to become a Subsidiary of the Issuer, and any property or assets of such

Person or any such Subsidiary shall be deemed acquired by the Issuer or another Subsidiary, when such Person becomes such successor company;

(5) Liens

securing Indebtedness or other obligations of the Issuer or a Subsidiary owing to the Issuer or another Subsidiary;

(6) Liens

securing Swap Contracts;

(7) Liens

on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’

acceptances or letters of credit entered into in the ordinary course of business issued or created for the account of such Person to

facilitate the purchase, shipment or storage of such inventory or other goods;

(8) Liens

in favor of the Issuer or any Subsidiary of the Issuer;

(9) (i) Liens

on Receivables Assets incurred in connection with a Qualified Receivables Factoring or a Qualified Receivables Financing and (ii) Liens

securing Indebtedness or other obligations of any Receivables Subsidiary;

(10) Liens

Incurred to secure Cash Management Services and other “bank products”;

(11) Liens

to secure any refinancing (or successive refinancings) as a whole, or in part, of any indebtedness secured by any lien referred to in

clauses (1), (3), (4), (6) and (24) of this definition; provided, however, that (x) such new Lien shall be limited to all or

part of the same property or assets that secured (or, under the written arrangements under which the original Lien arose, could secure)

the original Lien (plus improvements on such property or assets), and (y) the Indebtedness secured by such Lien at such time is

not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the

Indebtedness described under clauses (1), (3), (4), (6) and (24) of this definition at the time the original Lien became a Permitted

Lien under the indenture, and (B) an amount necessary to pay the costs related to such refinancing;

(12) Liens

on the Equity Interests or assets of a joint venture to secure Indebtedness of such joint venture;

(13) Liens

on equipment of the Issuer or any Subsidiary of the Issuer granted in the ordinary course of business to the Issuer’s or such Subsidiary’s

client at which such equipment is located;

(14) Liens

created for the benefit of (or to secure) all of the Notes or the guarantee;

(15) Liens

on property or assets used to redeem, defease or to satisfy and discharge Indebtedness;

(16) Liens

on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(17) Liens

on vehicles or equipment of the Issuer or any of its subsidiaries granted in the ordinary course of business;

(18) Liens

on securities that are the subject of repurchase agreements constituting Cash Equivalents or Investment Grade Securities;

(19) Liens

encumbering reasonable customary initial deposits and margin deposits and similar liens attaching to commodity trading accounts or other

brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(20) Liens

deemed to exist in connection with investments in cash and Cash Equivalents or Investment Grade Securities and investments that were

Cash Equivalents or Investment Grade Securities when made, which investments constitute repurchase obligations;

(21) Liens

securing obligations (i) in respect of trade-related letters of credit and covering the goods (or the documents of title in respect

of such goods) financed by such letters of credit and the proceeds and products thereof and (ii) in respect of any other letters

of credit and bankers’ acceptances, in each case to the extent the same are not drawn and unreimbursed;

(22) Liens

on cash proceeds of Indebtedness (and on the related escrow accounts) in connection with the issuance of such Indebtedness into (and

pending the release from) a customary escrow arrangement;

(23) Liens

on property incurred in Permitted Sale and Leaseback Transactions;

(24) Liens

otherwise prohibited by this covenant, securing Indebtedness which, together with the value of Attributable Debt incurred in sale and

leaseback transactions described under “— Limitation on sale and leasebacks” below, do not exceed at any time outstanding

the greater of (x) $990,000,000 and (y) 15% of Consolidated Total Assets;

(25) (i) Liens

securing Indebtedness of the Issuer or any of its subsidiaries (including capital lease obligations) incurred to finance the acquisition,

construction or improvement by any person of any fixed or capital assets; provided that such Liens are created at the time of or within

270 days after such acquisition or the completion of such construction or improvement and (ii) any Liens securing extensions, renewals

and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (other than by the amount of

any fees, original issue discount, costs and expenses in connection with such extension, renewal or replacement and any accrued interest

on such Indebtedness); provided that, in the case of clauses (i) and (ii), no such Lien shall apply to any assets of the Issuer

or any of its subsidiaries other than the subject fixed or capital assets, improvements and accessions thereto and proceeds thereof.

For purposes of determining compliance with this

covenant, (u) a Lien need not be Incurred solely by reference to one category of Permitted Liens described in this covenant but

may be Incurred under any combination of such categories (including in part under one such category and in part under any other such

category), (v) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Permitted

Liens, the Issuer may, in its sole discretion, classify or reclassify such Lien (or any portion thereof) in any manner that complies

with this definition, (w) in the event that a portion of Indebtedness secured by a Lien could be classified as secured in part pursuant

to a sub-clause of clause (24) above (giving effect to the Incurrence of such portion of such Indebtedness), the Issuer, in its sole

discretion, may classify such portion of such Indebtedness (and any obligations in respect thereof) as having been secured pursuant to

such sub-clause of clause (24) above and the remainder of the Indebtedness as having been secured pursuant to one or more of the other

sub-clauses of clause (24) or the other clauses of this definition, (x) the principal amount of Indebtedness secured by a Lien outstanding

under any category of Permitted Liens shall be determined after giving effect to the application of proceeds of any such Indebtedness

to refinance any such other Indebtedness, (y) if any Liens securing Indebtedness are Incurred to refinance Liens securing Indebtedness

initially Incurred (or, Liens securing Indebtedness Incurred to refinance Liens securing Indebtedness initially Incurred) in reliance

on a category of Permitted Liens measured by reference to a percentage of Consolidated Total Assets at the time of Incurrence, and such

refinancing would cause the percentage of Consolidated Total Assets to be exceeded if calculated based on the Consolidated Total Assets

on the date of such refinancing, such percentage of Consolidated Total Assets restriction shall not be deemed to be exceeded (and such

newly Incurred Liens shall be deemed permitted) to the extent the principal amount of such Indebtedness secured by such newly Incurred

Liens does not exceed the principal amount of such Indebtedness secured by such Liens being refinanced, plus the related costs incurred

or payable in connection with such refinancing and (z) if any Liens securing Indebtedness are Incurred to refinance Liens securing

Indebtedness initially Incurred (or, Liens securing Indebtedness Incurred to refinance Liens securing Indebtedness initially Incurred)

in reliance on a category of Permitted Liens measured by reference to a fixed dollar amount, such fixed dollar amount shall not be deemed

to be exceeded (and such newly Incurred Liens shall be deemed permitted) to the extent the principal amount of such Indebtedness secured

by such newly Incurred Liens does not exceed the principal amount of such Indebtedness secured by such Liens being refinanced, plus the

related costs Incurred or payable in connection with such refinancing.

Section 3.2. Limitation

on Sale and Leaseback Transactions. (a) The Issuer will not, and will not permit any Subsidiary of the Issuer to, enter into

any Sale and Leaseback Transactions (other than a Permitted Sale and Leaseback Transaction), unless the Issuer or such Subsidiary would

be entitled to secure the property to be leased (without equally and ratably securing the outstanding Notes) in an amount equal to the

Attributable Debt incurred in such Sale and Leaseback Transaction.

(b) The

foregoing restriction does not apply, with respect to any Person, to any of the following (any such transaction, a “Permitted Sale

and Leaseback Transaction”):

(1) temporary

leases for a term, including renewals at the option of the lessee, of not more than three years;

(2) leases

between only the Issuer and a Subsidiary of the Issuer or only between subsidiaries of the Issuer;

(3) leases

of property executed by the time of, or within 12 months after the latest of, the acquisition, the completion of construction or improvement,

or the commencement of commercial operation of the property; and

(4) any

Sale and Leaseback Transaction if the value of the Attributable Debt incurred therein, together with the amount of Indebtedness secured

by Liens described in Section 3.1(b)(24), does not exceed at any time outstanding the greater of (x) $990,000,000 and (y) 15%

of Consolidated Total Assets.

ARTICLE 4

REDEMPTION OF THE NOTES

Section 4.1. Optional

Redemption.

(a) Prior

to the applicable Par Call Date and other than in connection with a Special Mandatory Redemption, the Issuer may redeem the 2030 Notes

and/or the 2034 Notes, in each case, at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed

as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(1) (a) the

sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming

the Notes of such series matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve

30-day months) at the Treasury Rate plus 20 basis points, in the case of the 2030 Notes, and 25 basis points, in the case of the 2034

Notes, less, in each case, (b) interest accrued to, but excluding, the redemption date, and

(2) 100%

of the principal amount of the Notes of such series to be redeemed,

plus, in either case, accrued and unpaid interest

on the principal amount being redeemed to, but excluding, the redemption date.

On or after the applicable Par Call Date, and

other than in connection with a Special Mandatory Redemption, the Issuer may redeem the 2030 Notes and/or the 2034 Notes, in each case,

in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes of such

series being redeemed plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the redemption date.

The Issuer’s actions and determinations

in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

In addition to complying with Section 5.3

of the Base Indenture, notice of any redemption of Notes of such series may, at the Issuer’s discretion, be given subject to the

satisfaction or waiver of one or more conditions precedent, including, but not limited to, completion of a corporate transaction that

is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction

involving a change of control in us or another entity). If such redemption is so subject to satisfaction or waiver of one or more conditions

precedent, such notice shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions

shall not have been satisfied or otherwise waived on or prior to the business day immediately preceding the relevant redemption date.

The Issuer shall notify Holders of any such rescission

as soon as practicable after the Issuer determines that such conditions precedent will not be able to be satisfied or the Issuer is not

able or willing to waive such conditions precedent, in each case subject to policies and procedures of DTC (or any successor depositary).

In any event, the Issuer shall provide written notice to the Trustee at least two business days prior to the relevant redemption date

if any such redemption has been rescinded or delayed, and upon receipt of such notice the Trustee shall provide such notice to each Holder

of the Notes in the same manner in which the notice of redemption was given. Once notice of redemption is mailed or otherwise given in

accordance with the procedures of DTC, subject to the satisfaction of any conditions precedent provided in the notice of redemption,

the Notes called for redemption will become due and payable on the redemption date and at the applicable redemption price in accordance

with this Section 4.1.

In the case of a partial redemption, selection

of the Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate

and fair in accordance with the applicable depositary procedures and any applicable stock exchange. No Notes of a principal amount of

$2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note

will state the portion of the principal amount of the note to be redeemed. A new Note in a principal amount equal to the unredeemed portion

of the Note will be issued in the name of the Holder of the Note upon surrender for cancellation of the original Note. For so long as

the Notes are held by DTC (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures

of the depositary.

Unless the Issuer defaults in

payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes or portions thereof called

for redemption, subject to the satisfaction or waiver of any conditions precedent specified in the related notice of redemption.

Section 4.2. Special

Mandatory Redemption.

In the event that (a) the Purchase Agreement

is terminated on or at any time prior to December 19, 2026 without the Ultra Mission Solutions Acquisition having been consummated

or (b) the Ultra Mission Solutions Acquisition is not consummated on or at any time prior to the later of (a) December 19,

2026 and (b) the date that is five business days after any later date to which the parties to the Purchase Agreement agree to extend

the Termination Date (as defined in the Purchase Agreement) pursuant to the Purchase Agreement, the Issuer will redeem all of the 2034

Notes (the “Special Mandatory Redemption”) at a price (the “Special Mandatory Redemption Price”) equal to 101%

of the aggregate outstanding principal amount of such 2034 Notes, plus accrued and unpaid interest from the last date on which interest

was paid or, if interest has not been paid, the date of original issuance of such 2034 Notes to, but excluding, the Special Mandatory

Redemption Date. Notwithstanding the foregoing, installments of interest on the 2034 Notes that are due and payable on interest payment

dates falling on or prior to the Special Mandatory Redemption Date will be payable on such interest payment dates to the holders as of

the close of business on the relevant record dates in accordance with such 2034 Notes and the Indenture.

(1) The

Issuer will cause the notice of Special Mandatory Redemption to be mailed or otherwise delivered in accordance with the applicable procedures

of DTC, with a copy to the Trustee, within five business days after the occurrence of the event triggering the Special Mandatory Redemption

to each holder of 2034 Notes at its registered address. If funds sufficient to pay the Special Mandatory Redemption Price of the 2034

Notes to be redeemed on the Special Mandatory Redemption Date are deposited with the Trustee or a paying agent on or before such Special

Mandatory Redemption Date, on and after such Special Mandatory Redemption Date, the 2034 Notes will cease to bear interest and, other

than the right to receive the Special Mandatory Redemption Price, all rights under such 2034 Notes shall terminate.

(2) The

2030 Notes are not subject to the Special Mandatory Redemption.

(3) Upon

the occurrence of the closing of the Ultra Mission Solutions Acquisition, the foregoing provisions regarding the Special Mandatory Redemption

will cease to apply.

Section 4.3. Purchase

of Notes Upon a Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Issuer has

exercised its right to redeem the Notes in full, pursuant to Section 4.1, Holders of Notes will have the right to require the Issuer

to repurchase all or a portion of such Holder’s Notes pursuant to the offer described in Section 4.3(b) below (the “Change

of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if

any, to, but excluding, the date of repurchase, subject to the rights of Holders of Notes on the relevant record date to receive interest

due on the relevant interest payment date.

(b) Within

30 days following the date upon which the Change of Control Triggering Event occurred, or at the Issuer’s option, prior to any

Change of Control but after the public announcement of the pending Change of Control, the Issuer will be required to send, by first class

mail, or otherwise deliver in accordance with the applicable procedures or regulations of DTC, a notice to Holders of Notes not previously

redeemed, with a copy to the Trustee. Such notice will set forth the terms of the Change of Control Offer and state, among other things,

the repurchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, or otherwise delivered

to each holder in accordance with the applicable procedures of DTC, other than as may be required by law (the “Change of Control

Payment Date”), provided, however, that such notice may be sent more than 60 days prior to the Change of Control

Payment Date if such notice is sent in accordance with the following sentence. The notice, if mailed or otherwise delivered to each Holder

in accordance with the applicable procedures of DTC prior to the date of consummation of the Change of Control, may state that the Change

of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. Holders

of Notes not previously redeemed electing to have their Notes repurchased pursuant to a Change of Control Offer will be required to surrender

their Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying

Agent at the address specified in the notice, or transfer their Notes to the Paying Agent by book-entry transfer pursuant to the applicable

procedures of the Paying Agent, prior to the close of business on the third business day prior to the Change of Control Payment Date.

Issuer will not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise

in compliance with the requirements for such an offer made by the Issuer and such third party purchases all Notes properly tendered and

not withdrawn under its offer.

(d) The

Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder

to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control

Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer

provisions of the Notes, the Issuer will comply with those securities laws and regulations and will not be deemed to have breached its

obligations under the Change of Control Offer provisions of the notes by virtue of any such conflict.

Section 4.4. No

Sinking Fund. The Notes shall not be redeemable at the option of any Holder thereof. The Notes will not be entitled to any sinking

fund or analogous requirement. The Issuer may acquire Notes, from time to time and at any time, by means other than a redemption, whether

by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long

as such acquisition does not otherwise violate the terms of the Base Indenture and this Supplemental Indenture.

ARTICLE 5

EVENTS OF DEFAULT

Section 5.1. Events

of Default. Solely with respect to the Notes, Section 6.1 of the Base Indenture shall be amended as follows:

(a) The

following clause shall be added immediately following clause (vii): “(viii) the failure by the Issuer to pay the principal

amount of Indebtedness (other than Indebtedness owing to the Issuer, the Parent Guarantor or any Subsidiary of the Issuer) which results

in a principal amount in excess of $120.0 million becoming or being declared due and payable prior to the date on which it would otherwise

have become due, and such acceleration has not been rescinded or annulled or such indebtedness has not been discharged within 30 days

after the Issuer receives written notice of such default.”

(b) The

word “or” following clause (vi) shall be deleted; and

word “or” shall be added immediately following clause (vii).

ARTICLE 6

MISCELLANEOUS

Section 6.1. Governing

Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The

Trustee, the Issuer, THE PARENT GUARANTOR, any other obligor upon the Notes, and (by their acceptance of the Notes) the Holders agree

to submit to the jurisdiction of any United States Federal or state court located in the Borough of Manhattan, in the city of New York

in any action or legal proceeding arising out of or relating to this SUPPLEMENTAL Indenture or the transactions contemplated thereby.

Section 6.2. Ratification

of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects

ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental

Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall

be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or

as to the accuracy of the recitals to this Supplemental Indenture.

Section 6.3. Successors.

All agreements of the Issuer and the Parent Guarantor in the Base Indenture, this Supplemental Indenture and the Notes shall bind their

respective successors. All agreements of the Trustee in the Base Indenture and this Supplemental Indenture shall bind its successors.

Section 6.4. Trust

Indenture Act Controls. If any provision hereof limits, qualifies or conflicts with the duties imposed by Section 310 through

Section 317 of the Trust Indenture Act of 1939, the imposed duties shall control.

Section 6.5. Conflict

with Indenture. To the extent not expressly amended or modified by this Supplemental Indenture, the Base Indenture shall remain in

full force and effect. If any provision of this Supplemental Indenture relating to the Notes is inconsistent with any provision of the

Base Indenture, the provision of this Supplemental Indenture shall control.

Section 6.6. Counterparts.

The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together

represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. Delivery of an executed counterpart of

a signature page to this Supplemental Indenture by telecopier, facsimile or other electronic transmission (i.e. a “.pdf”

or “.tif”) and other electronic signatures (including without limitation, DocuSign and AdobeSign or any other similar platform

identified by the Issuer and reasonably available at no undue burden or expense to the Trustee). The use of electronic signatures and

electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or

stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of

a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in

Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without

limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. Without limitation to the

foregoing, and anything in the Indenture to the contrary notwithstanding, (a) any Officers’ Certificate, company order,

Opinion of Counsel, Note, amendment, notice, direction, certificate of authentication appearing on or attached to any Note, or other

certificate, opinion of counsel, instrument, agreement or other document delivered pursuant to this Supplemental Indenture may be executed,

attested and transmitted by any of the foregoing electronic means and formats and (b) all references in this Supplemental

Indenture to the execution, attestation or authentication of any Note or any certificate of authentication appearing on or attached to

any Security by means of a manual or facsimile signature shall be deemed to include signatures that are made or transmitted by any of

the foregoing electronic means or formats. The Trustee shall have no duty to inquire into or investigate the authenticity or authorization

of any such electronic signature and shall be entitled to conclusively rely on any such electronic signature without any liability with

respect thereto.

Section 6.7. Headings.

The section headings herein are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation

of any provisions hereof.

IN WITNESS WHEREOF, the parties hereto have caused

this Supplemental Indenture to be duly executed as of the date first above written.

BOOZ ALLEN HAMILTON INC.

By:

/s/ Troy Lahr

Name:

Troy Lahr

Title:

Executive Vice President and Chief Financial Officer

BOOZ ALLEN HAMILTON HOLDING CORPORATION

By:

/s/ Troy Lahr

Name:

Troy Lahr

Title:

Executive Vice President and Chief Financial Officer

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:

/s/ Monique L. Green

Authorized Officer

[Signature Page to Third

Supplemental Indenture]

Exhibit A

(FACE OF NOTE)

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED

REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION

OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED

BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN

AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH

AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE

MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE THEREOF. THIS SECURITY MAY NOT

BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE

REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR SUCH NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

BOOZ ALLEN HAMILTON INC.

5.375% Senior Notes Due 2030

CUSIP No. 09951LAE3

ISIN No. US09951LAE39

No.

Booz Allen Hamilton Inc., a corporation duly organized

and existing under the laws of the State of Delaware (and its successors and assigns) (the “Issuer”), promises to

pay to Cede & Co., or its registered assigns, the principal sum of $[ ] (or such lesser or

greater amount as shall be outstanding hereunder from time to time in accordance with Section 2.15 of the Indenture referred to

on the reverse hereof) (the “Principal Amount”) on January 30, 2030.

Interest on the Outstanding Principal Amount will

accrue at the rate of 5.375% per annum and shall be payable semi-annually in arrears on January 30 and July 30 of each year,

commencing January 30, 2027 (each, an “Interest Payment Date”). Interest on this Note will accrue from the most

recent date to which interest on this Note has been paid or duly provided for or, if no interest has been paid, from the issue date.

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Interest on the Notes shall be computed on the

basis of a 360-day year consisting of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any

Interest Payment Date shall, as provided in the Indenture, be paid to the Person in whose name this Note is registered at the close of

business on the Regular Record Date for such interest, which shall be the January 15 and July 15 (a “Regular Record

Date”), as the case may be, immediately preceding such Interest Payment Date. Any interest on the Notes that is payable, but

is not punctually paid or duly provided for, on any Interest Payment Date (“Defaulted Interest”) shall forthwith cease

to be payable to the registered Holder on the relevant Regular Record Date by virtue of having been such Holder; and such Defaulted Interest

may be paid by the Issuer, at their election, to the Person in whose name the Notes are registered at the close of business on a Special

Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders not more

than 15 days nor less than 10 days prior to such Special Record Date, or at any time in any other lawful manner not inconsistent with

the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange,

all as more fully provided in Section 2.10 of the Indenture.

Payment of the principal of (and premium, if any)

and interest on this Note will be made at the Corporate Trust Office of the Trustee, or such other office or agency of the Issuer maintained

for that purpose; provided, however, that at the option of the Issuer, payment of interest may be made by wire transfer

of immediately available funds to the account designated to the Issuer by the Person entitled thereto or by check mailed to the address

of the Person entitled thereto as such address shall appear in the Note Register.

Reference is hereby made to the further provisions

of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at

this place.

Unless the certificate of authentication

hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature, this Note shall not be

entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly

executed.

Exhibit A

BOOZ ALLEN HAMILTON INC.

By:

Name:

Troy Lahr

Title:

Executive Vice President and Chief Financial Officer

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Exhibit A

CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the within

mentioned Indenture.

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

Authorized Officer

Dated:

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(REVERSE OF NOTE)

This Note is one of the duly authorized issue

of 5.375% Notes due 2030 of the Issuer (herein called the “Notes”), issued under an Indenture, dated as of August 4,

2023 (herein called the “Base Indenture,” which term shall have the meaning assigned to it in such instrument), among

the Issuer, Booz Allen Hamilton Holding Corporation, as parent guarantor (herein called the “Parent Guarantor,” as

such term is further defined in the Base Indenture), and U.S. Bank Trust Company, National Association, as Trustee (herein called the

“Trustee,” which term includes any successor trustee under the Indenture), as supplemented by the Third Supplemental

Indenture, dated as of August 4, 2026 (the “Third Supplemental Indenture” and, together with the Base Indenture,

the “Indenture”), among the Issuer, the Parent Guarantor and the Trustee, and reference is hereby made to the Indenture

for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, any other obligor upon

this Note, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered.

The terms of the Notes include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture

Act of 1939, as amended, as in effect from time to time (the “TIA”). The Notes are subject to all such terms, and

Holders are referred to the Indenture and any applicable provision of the TIA for a statement of such terms. To the maximum extent permitted

by law, in the case of any conflict between the provisions of this Note and the Indenture, the provisions of the Indenture shall control.

All terms used in this Note that are defined in

the Indenture shall have the meanings assigned to them in the Indenture.

The Notes are redeemable at the Issuer’s

option, in whole or in part, as provided in the Indenture.

The Third Supplemental Indenture provides (as

and to the extent set forth therein) that, upon the occurrence after the issue date of a Change of Control Triggering Event, each Holder

of Notes will have the right to require that the Issuer purchase all or any part of such Holder’s Notes at a purchase price equal

to 101.0% of the principal amount thereof plus accrued and unpaid interest, if any, to (but excluding) the date of such purchase (subject

to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date),

except to the extent the Issuer has previously elected to redeem all of the Notes pursuant to Article VIII of the Indenture.

The payment by the Company of the principal of,

and premium and interest on, the Securities is irrevocably, fully and unconditionally guaranteed by the Parent Guarantor.

The Notes will not be entitled to the benefit

of a sinking fund.

The Indenture contains provisions for defeasance

at any time of the entire Indebtedness of this Note or certain restrictive covenants and certain Events of Default with respect to this

Note, in each case upon compliance with certain conditions set forth in the Indenture.

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If an Event of Default with respect to the Notes

shall occur and be continuing, the principal of and accrued but unpaid interest on the Notes may be declared due and payable in the manner

and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions

as therein provided, the amendment thereof and of the Notes by the Issuer and the Trustee with the consent of the Holders of a majority

in principal amount of the Notes then outstanding. The Indenture also contains provisions permitting the Holders of specified percentages

in principal amount of the Notes then outstanding, on behalf of the Holders of all Notes, to waive compliance by the Issuer with certain

provisions of the Indenture and certain past defaults under the Indenture and their consequences. Subject to the Indenture, any such

consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note

and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of

such consent or waiver is made upon this Note.

As provided in and subject to the provisions of

the Indenture, the Holder of this Note shall not have the right to pursue any remedy with respect to the Indenture, unless such Holder

shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Notes, the Holders of at

least 30% of the aggregate principal amount of the Notes then outstanding shall have made written request to the Trustee to pursue such

remedy, such Holder or Holders shall have offered, and if requested, provided to, the Trustee security or indemnity reasonably satisfactory

to it against any loss, liability or expense, and the Trustee shall not have received from the Holders of a majority in principal amount

of Notes then outstanding a written direction inconsistent with such request, and shall have failed to comply with such request, for

60 days after receipt of such request and offer of security or indemnity. The foregoing shall not apply to any suit instituted by the

Holder of this Note for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective

due dates expressed herein.

No reference herein to the Indenture and no provision

of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the

principal of and any premium and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain

limitations therein set forth, the transfer of this Note is registrable in the Note Register, upon surrender of this Note for registration

of transfer at the office or agency of the Issuer in a Place of Payment, duly endorsed by, or accompanied by a written instrument of

transfer in form satisfactory to the Issuer and the Note Registrar, duly executed by the Holder hereof or such Holder’s attorney

duly authorized in writing, and thereupon one or more new Notes of like tenor, of authorized denominations and for the same aggregate

principal amount, will be issued to the designated transferee or transferees.

The Notes shall be issuable only in fully registered

form, without coupons, and only in denominations of the Minimum Denomination and any integral multiple of $1,000 in excess thereof. As

provided in the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal

amount of Notes of the same series of like tenor of any authorized denominations, as requested by the Holder surrendering the same.

A-3

No service charge shall be made for any such registration,

transfer or exchange, but the Issuer and/or the Trustee may require payment of a sum sufficient to cover any transfer tax or other governmental

charge payable in connection therewith.

The Issuer, the Parent Guarantor, the Trustee,

the Paying Agent and any agent of any of them may treat the Person in whose name this Note is registered as the owner hereof for the

purpose of receiving payment of principal of (and premium, if any), and (subject to Section 2.10 of the Indenture) interest on,

such Note and for all other purposes whatsoever, whether or not this Note be overdue, and none of the Issuer, the Parent Guarantor, the

Trustee, the Paying Agent nor any agent of any of them shall be affected by notice to the contrary.

THE INDENTURE AND THIS NOTE SHALL BE GOVERNED

BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Trustee, the Issuer,

THE PARENT GUARANTOR, any other obligor upon thIS Note, and (by ITS acceptance of THIS Note) the Holder HEREOF agree to submit to the

jurisdiction of any United States Federal or state court located in the Borough of Manhattan, in the city of New York in any action or

legal proceeding arising out of or relating to THE Indenture, THIS Note or the transactions contemplated thereby.

A-4

[FORM OF CERTIFICATE OF TRANSFER]

FOR VALUE RECEIVED the undersigned holder hereby

sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

(Please print or typewrite name and address including zip code of

assignee)

the within Note and all rights thereunder, hereby irrevocably constituting

and appointing

attorney to transfer such Note on the books of the Issuer with full

power of substitution in the premises.

Date:

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NOTICE: The signature to this assignment must correspond with the

name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.

Signature Guarantee:

Signatures must be guaranteed by an “eligible

guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in

the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as

may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange

Act of 1934, as amended.

A-6

OPTION OF HOLDER TO ELECT PURCHASE

you wish to have this Note purchased by the Issuer pursuant to Section [ ] or [ ]

of the Indenture, check the box: ¨.

If you wish to have a portion of this Note purchased

by the Issuer pursuant to Section [ ] or [ ] of the Indenture,

state the amount below:

Date:

Your Signature:

(Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:

Signatures must be guaranteed by an “eligible

guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in

the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as

may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange

Act of 1934, as amended.

A-7

Exhibit B

(FACE OF NOTE)

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED

REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION

OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED

BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN

AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH

AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE

MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE THEREOF. THIS SECURITY MAY NOT

BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE

REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR SUCH NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

BOOZ ALLEN HAMILTON INC.

5.900% Senior Notes Due 2034

CUSIP No. 09951LAF0

ISIN No. US09951LAF04

No.

Booz Allen Hamilton Inc., a corporation duly organized

and existing under the laws of the State of Delaware (and its successors and assigns) (the “Issuer”), promises to

pay to Cede & Co., or its registered assigns, the principal sum of $[ ] (or such lesser or

greater amount as shall be outstanding hereunder from time to time in accordance with Section 2.15 of the Indenture referred to

on the reverse hereof) (the “Principal Amount”) on January 30, 2034.

Interest on the Outstanding Principal Amount will

accrue at the rate of 5.900% per annum and shall be payable semi-annually in arrears on January 30 and July 30 of each year,

commencing January 30, 2027 (each, an “Interest Payment Date”). Interest on this Note will accrue from the most

recent date to which interest on this Note has been paid or duly provided for or, if no interest has been paid, from the issue date.

B-1