Common use of Amended and Restated Clause in Contracts

Amended and Restated. Stockholders Agreement, dated as of November 8, 2010, among Booz Xxxxx Xxxxxxxx Holding Corporation, Explorer Coinvest LLC and each individual stockholder that as of the date hereof is party to the Stockholders Agreement, dated as of July 30, 2008, among Booz Xxxxx Xxxxxxxx Holding Corporation and certain of its stockholders, together with any waivers obtained thereunder as of the date hereof. EXHIBIT A-2 NEGATIVE ASSURANCE LETTER OF DEBEVOISE & XXXXXXXX LLP [•], 2014 X.X. XXXXXX SECURITIES LLC 000 XXXXXXX XXXXXX XXX XXXX, XXX XXXX 00000 Booz Xxxxx Xxxxxxxx Holding Corporation Ladies and Gentlemen: We have acted as special counsel to Booz Xxxxx Xxxxxxxx Holding Corporation, a Delaware corporation (the “Company”), in connection with the sale today by Explorer Coinvest LLC (the “Selling Stockholder”) of (i) 10,000,000 shares (the “Securities”) of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”), pursuant to the Underwriting Agreement, dated November 5, 2014, (the “Underwriting Agreement”), among the Company, the Selling Stockholder and you (the “Underwriter”). We are delivering this letter to you pursuant to Section 6(c) of the Underwriting Agreement.

Amended and Restated. Stockholders Agreement, dated as of November 8January 30, 20102015, among Booz Xxxx Xxxxx Xxxxxxxx Holding Corporation, Explorer Coinvest LLC and each individual stockholder that as of the date hereof is party to the Stockholders Agreement, dated as of July 30, 2008, among Booz Xxxxx Xxxxxxxx Holding Corporation and certain of its stockholders, together with any waivers obtained thereunder as of the date hereof. EXHIBIT A-2 NEGATIVE ASSURANCE LETTER OF DEBEVOISE & XXXXXXXX LLP [•]December 6, 2014 X.X. XXXXXX SECURITIES LLC 2016 Barclays Capital Inc. 000 XXXXXXX XXXXXX XXX XXXXXxxxxxx Xxxxxx New York, XXX XXXX 00000 New York 10019 Booz Xxxxx Xxxxxxxx Holding Corporation Ladies and Gentlemen: We have acted as special counsel to Booz Xxxx Xxxxx Xxxxxxxx Holding Corporation, a Delaware corporation (the “Company”), in connection with the sale today by Explorer Coinvest LLC (the “Selling Stockholder”) of (i) 10,000,000 16,660,000 shares (the “Securities”) of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”), to you (the “Underwriter”) pursuant to the Underwriting Agreement, dated November 5December 1, 20142016, (the “Underwriting Agreement”), among the Company, the Selling Stockholder and you (the “Underwriter”). We are delivering this letter to you pursuant to Section 6(c) of the Underwriting Agreement.

Amended and Restated. Stockholders Agreement, dated as of November 8January 30, 20102015, among Booz Xxxx Xxxxx Xxxxxxxx Holding Corporation, Explorer Coinvest LLC and each individual stockholder that as of the date hereof is party to the Stockholders Agreement, dated as of July 30, 2008, among Booz Xxxxx Xxxxxxxx Holding Corporation and certain of its stockholders, together with any waivers obtained thereunder as of the date hereof. EXHIBIT A-2 NEGATIVE ASSURANCE LETTER OF DEBEVOISE & XXXXXXXX LLP [•]May 27, 2014 X.X. XXXXXX SECURITIES 2016 Xxxxxx Xxxxxxx & Co. LLC 000 XXXXXXX XXXXXX XXX XXXX0000 Xxxxxxxx New York, XXX XXXX 00000 New York 10036 Booz Xxxxx Xxxxxxxx Holding Corporation Ladies and Gentlemen: We have acted as special counsel to Booz Xxxx Xxxxx Xxxxxxxx Holding Corporation, a Delaware corporation (the “Company”), in connection with the sale today by Explorer Coinvest LLC (the “Selling Stockholder”) of (i) 10,000,000 13,000,000 shares (the “Securities”) of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”), to you (the “Underwriter”) pursuant to the Underwriting Agreement, dated November 5May 23, 20142016, (the “Underwriting Agreement”), among the Company, the Selling Stockholder and you (the “Underwriter”). We are delivering this letter to you pursuant to Section 6(c) of the Underwriting Agreement.

Amended and Restated. Stockholders Agreement, dated as of November 8, 2010, among Booz Xxxx Xxxxx Xxxxxxxx Holding Corporation, Explorer Coinvest LLC and each individual stockholder that as of the date hereof is party to the Stockholders Agreement, dated as of July 30, 2008, among Booz Xxxx Xxxxx Xxxxxxxx Holding Corporation and certain of its stockholders, together with any waivers obtained thereunder as of the date hereof. EXHIBIT A-2 NEGATIVE ASSURANCE LETTER OF DEBEVOISE & XXXXXXXX LLP [•●], 2014 X.X. XXXXXX SECURITIES 2013 Barclays Capital Inc. Credit Suisse Securities (USA) LLC as representatives of the several Underwriters named in Schedule I to the Underwriting Agreement c/o Barclays Capital Inc. 000 XXXXXXX XXXXXX XXX XXXXXxxxxxx Xxxxxx Xxx Xxxx, XXX XXXX Xxx Xxxx 00000 Credit Suisse Securities (USA) LLC Xxxxxx Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Booz Xxxxx Xxxxxxxx Holding Corporation Ladies and Gentlemen: We have acted as special counsel to Booz Xxxx Xxxxx Xxxxxxxx Holding Corporation, a Delaware corporation (the “Company”), in connection with the sale today by Explorer Coinvest LLC (a stockholder of the “Selling Stockholder”) Company of (i) 10,000,000 11,000,000 shares (the [“SecuritiesSecurities”][“Firm Shares”]) of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”), pursuant to the Underwriting Agreement, dated November 514, 20142013, (the “Underwriting Agreement”), among the Company, you, as representatives of the Selling Stockholder several underwriters, and the other underwriters named therein (you and such other underwriters, collectively, the “Underwriters”), and Explorer Coinvest LLC (the “UnderwriterSelling Stockholder”). [The Company has granted the Underwriters an option to purchase up to 1,650,000 additional shares of Common Stock to cover over-allotments (the “Option Shares” and, together with the Firm Shares, the “Securities”)]. We are delivering this letter to you pursuant to Section 6(c) of the Underwriting Agreement.

Amended and Restated. Stockholders Agreement, dated as of November 8January 30, 20102015, among Booz Xxxxx Xxxxxxxx Holding Corporation, Explorer Coinvest LLC and each individual stockholder that as of the date hereof is party to the Stockholders Agreement, dated as of July 30, 2008, among Booz Xxxxx Xxxxxxxx Holding Corporation and certain of its stockholders, together with any waivers obtained thereunder as of the date hereof. EXHIBIT A-2 NEGATIVE ASSURANCE LETTER OF DEBEVOISE & XXXXXXXX LLP [•]November 9, 2014 X.X. XXXXXX 2015 CREDIT SUISSE SECURITIES (USA) LLC 000 ELEVEN XXXXXXX XXXXXX XXX XXXX, XXX XXXX 00000 Booz Xxxxx Xxxxxxxx Holding Corporation Ladies and Gentlemen: We have acted as special counsel to Booz Xxxxx Xxxxxxxx Holding Corporation, a Delaware corporation (the “Company”), in connection with the sale today by Explorer Coinvest LLC (the “Selling Stockholder”) of (i) 10,000,000 13,000,000 shares (the “Securities”) of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”), to you (the “Underwriter”) pursuant to the Underwriting Agreement, dated November 53, 20142015, (the “Underwriting Agreement”), among the Company, the Selling Stockholder and you (the “Underwriter”). We are delivering this letter to you pursuant to Section 6(c) of the Underwriting Agreement.

Amended and Restated. Stockholders Agreement, dated as of November 8, 2010, among Booz Xxxxx Xxxxxxxx Holding Corporation, Explorer Coinvest LLC and each individual stockholder that as of the date hereof is party to the Stockholders Agreement, dated as of July 30, 2008, among Booz Xxxxx Xxxxxxxx Holding Corporation and certain of its stockholders, together with any waivers obtained thereunder as of the date hereof. EXHIBIT A-2 XXXXXXX X-0 NEGATIVE ASSURANCE LETTER OF DEBEVOISE & XXXXXXXX LLP [•—], 2014 X.X. CITIGROUP GLOBAL MARKETS INC. 000 XXXXXXXXX XXXXXX SECURITIES LLC XXX XXXX, XXX XXXX 00000 BARCLAYS CAPITAL INC. 000 XXXXXXX XXXXXX XXX XXXX, XXX XXXX 00000 Booz Xxxxx Xxxxxxxx Holding Corporation Ladies and Gentlemen: We have acted as special counsel to Booz Xxxxx Xxxxxxxx Holding Corporation, a Delaware corporation (the “Company”), in connection with the sale today by Explorer Coinvest LLC (the “Selling Stockholder”) of (i) 10,000,000 shares (the “Securities”) of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”), pursuant to the Underwriting Agreement, dated November 5May 28, 2014, (the “Underwriting Agreement”), among the Company, the Selling Stockholder and you each of you, as underwriters (collectively, the “UnderwriterUnderwriters”). We are delivering this letter to you pursuant to Section 6(c) of the Underwriting Agreement.

Amended and Restated. Stockholders Agreement, dated as of November 8, 2010, among Booz Xxxx Xxxxx Xxxxxxxx Holding Corporation, Explorer Coinvest LLC and each individual stockholder that as of the date hereof is party to the Stockholders Agreement, dated as of July 30, 2008, among Booz Xxxx Xxxxx Xxxxxxxx Holding Corporation and certain of its stockholders, together with any waivers obtained thereunder as of the date hereof. EXHIBIT A-2 NEGATIVE ASSURANCE LETTER OF DEBEVOISE & XXXXXXXX LLP [•●], 2014 X.X. XXXXXX SECURITIES LLC BARCLAYS CAPITAL INC. 000 XXXXXXX XXXXXX XXX XXXXXxxxxxx Xxxxxx New York, XXX XXXX 00000 New York 10019 Booz Xxxxx Xxxxxxxx Holding Corporation Ladies and Gentlemen: We have acted as special counsel to Booz Xxxx Xxxxx Xxxxxxxx Holding Corporation, a Delaware corporation (the “Company”), in connection with the sale today by Explorer Coinvest LLC (the “Selling Stockholder”) of (i) 10,000,000 7,350,000 shares (the “Securities”) of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”), pursuant to the Underwriting Agreement, dated November 5February 12, 2014, (the “Underwriting Agreement”), among the Company, the Selling Stockholder and you (the “Underwriter”). We are delivering this letter to you pursuant to Section 6(c) of the Underwriting Agreement.