Common use of CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION Clause in Contracts

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 7.1 The Effective Date of the Stipulation shall be conditioned on the occurrence of all of the following events: (a) execution of the Stipulation and such other documents as may be required to obtain final Court approval of the Stipulation in a form satisfactory to the Settling Parties; (b) the Settlement Amount has been deposited into the Escrow Account; (c) Orbital ATK has not exercised its option to terminate the Stipulation pursuant to ¶7.3 hereof; (d) the Court has entered the Notice Order, substantially in the form of Exhibit A hereto, as required by ¶3.1 hereof; (e) the Court has entered the Judgment that, inter alia, dismisses with prejudice the Action, as to Plaintiffs and the Defendants, as set forth above; and (f) the Judgment has become Final, as defined in ¶1.08 hereof. 7.2 Upon the occurrence of all of the events referenced in ¶7.1 hereof, any and all remaining interest or right of Defendants in or to the Settlement Fund, if any, shall be absolutely and forever extinguished. If all of the conditions specified in ¶7.1 hereof are not met, then the Stipulation shall be canceled and terminated subject to ¶7.4 hereof unless Lead Counsel and counsel for Defendants on behalf of their respective clients mutually agree in writing to proceed with the Settlement. 7.3 If, prior to the Settlement Hearing, Persons who otherwise would be members of the Class have timely and validly requested exclusion from the Class in accordance with the provisions of the Notice Order and the Notice given pursuant thereto, and if (a) the total number of shares of Orbital ATK common stock purchased by such Persons during the Class Period, or

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 7.1 9.1. The Effective Date of the Stipulation this Settlement Agreement shall be conditioned on the occurrence of all not occur unless and until each of the following eventsevents occurs and shall be the date upon which the last (in time) of the following events occurs: (a) execution of the Stipulation 9.1.1. The Parties and such other documents as may be required to obtain final Court approval of the Stipulation in a form satisfactory to the Settling Partiestheir counsel have executed this Agreement; (b) the Settlement Amount has been deposited into the Escrow Account; (c) Orbital ATK has not exercised its option to terminate the Stipulation pursuant to ¶7.3 hereof; (d) the 9.1.2. The Court has entered the Notice Preliminary Approval Order, substantially in the form of Exhibit A hereto, as required by ¶3.1 hereof; (e) the 9.1.3. The Court has entered an order finally approving the Judgment thatAgreement, inter alia, dismisses with prejudice following Notice to the ActionSettlement Class and a Final Approval Hearing, as to Plaintiffs provided in the Federal Rules of Civil Procedure, and has entered the DefendantsFinal Judgment, as set forth aboveor a judgment consistent with this Agreement in all material respects; and (f) the 9.1.4. The Final Judgment has become Final, as defined above, or, in ¶1.08 hereofthe event that the Court enters an order and final judgment in a form other than that provided above (“Alternative Judgment”) and that has the consent of the Parties, such Alternative Judgment becomes Final. 7.2 Upon the occurrence of all of the events referenced in ¶7.1 hereof, any and all remaining interest or right of Defendants in or to the Settlement Fund, if any, shall be absolutely and forever extinguished9.2. If some or all of the conditions specified in ¶7.1 hereof Paragraph 9.1 are not met, or in the event that this Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then the Stipulation this Settlement Agreement shall be canceled and terminated subject to ¶7.4 hereof Paragraph 6.1 unless Lead Class Counsel and counsel for Defendants on behalf of their respective clients Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the Settlementterms hereof and fails to cure such material breach within 30 days of notice, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all of the Settling Parties. 7.3 If9.3. If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1 and 9.1-9.2 above, prior the Parties shall be restored to their respective positions in the Settlement Hearing, Persons who otherwise would be members Action as of the Class have timely and validly requested exclusion from date of the Class signing of this Agreement. In such event, any Final Judgment or other order entered by the Court in accordance with the provisions terms of the Notice Order this Agreement shall be treated as vacated, nunc pro tunc, and the Notice given pursuant thereto, and Parties shall be returned to the status quo ante with respect to the Action as if (a) the total number of shares of Orbital ATK common stock purchased by such Persons during the Class Period, orthis Agreement had never been entered into.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 7.1 9.1 The Effective Date of the Stipulation this Settlement Agreement shall be conditioned on the occurrence of all not occur unless and until each of the following eventsevents occurs and shall be the date upon which the last (in time) of the following events occurs: (a) execution of This Agreement has been signed by the Stipulation Plaintiffs, Defendant, Settlement Class Counsel, and such other documents as may be required to obtain final Court approval of the Stipulation in a form satisfactory to the Settling PartiesDefendant’s Counsel; (b) The Court has entered the Preliminary Approval Order approving this Settlement Amount has been deposited into the Escrow AccountAgreement, Notice and Claim Forms; (c) Orbital ATK The Court has not exercised entered an order finally approving this Agreement in its option entirety, following notice to terminate the Stipulation pursuant to ¶7.3 hereof;Settlement Classes and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure, and has entered the Final Judgment, or a judgment substantially consistent with this Agreement; and (d) the Court has entered the Notice Order, substantially in the form of Exhibit A hereto, as required by ¶3.1 hereof; (e) the Court has entered the Judgment that, inter alia, dismisses with prejudice the Action, as to Plaintiffs and the Defendants, as set forth above; and (f) the The Final Judgment has become Final, as defined above, or, in ¶1.08 hereofthe event that the Court enters an order and final judgment in a form other than that provided above (“Alternative Judgment”) and that has the consent of the Parties, such Alternative Judgment becomes Final. 7.2 Upon the occurrence of all of the events referenced in ¶7.1 hereof, any and all remaining interest 9.2 If some or right of Defendants in or to the Settlement Fund, if any, shall be absolutely and forever extinguished. If all of the conditions specified in ¶7.1 hereof Paragraph 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then the Stipulation this Settlement Agreement shall be canceled and terminated subject to ¶7.4 hereof unless Lead Counsel and counsel for Defendants on behalf of their respective clients mutually agree in writing to proceed with the Settlement. 7.3 If, prior to the Settlement Hearing, Persons who otherwise would be members of the Class have timely and validly requested exclusion from the Class in accordance with the provisions of the Notice Order and the Notice given pursuant thereto, and if (a) the total number of shares of Orbital ATK common stock purchased by such Persons during the Class Period, orParagraph 9.3

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 7.1 9.1 The Effective Date of the Stipulation this Settlement Agreement shall be conditioned on the occurrence of all not occur unless and until each of the following eventsevents occurs and shall be the date upon which the last (in time) of the following events occurs: (a) execution of the Stipulation The Parties and such other documents as may be required to obtain final Court approval of the Stipulation in a form satisfactory to the Settling Partiestheir counsel have executed this Agreement; (b) The Court has entered the Settlement Amount has been deposited into the Escrow AccountPreliminary Approval Order; (c) Orbital ATK The Court has not exercised its option entered an order finally approving the Agreement, following Notice to terminate the Stipulation pursuant to ¶7.3 hereof;Settlement Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure, and has entered the Final Judgment, or a judgment consistent with this Agreement in all material respects; and (d) the Court has entered the Notice Order, substantially in the form of Exhibit A hereto, as required by ¶3.1 hereof; (e) the Court has entered the Judgment that, inter alia, dismisses with prejudice the Action, as to Plaintiffs and the Defendants, as set forth above; and (f) the The Final Judgment has become Final, as defined above, or, in ¶1.08 hereofthe event that the Court enters an Alternate Judgment, such Alternate Judgment becomes Final. 7.2 Upon the occurrence of all of the events referenced in ¶7.1 hereof, any and all remaining interest 9.2 If some or right of Defendants in or to the Settlement Fund, if any, shall be absolutely and forever extinguished. If all of the conditions specified in ¶7.1 hereof Paragraph 9.1 are not met, or in the event that this Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then the Stipulation this Settlement Agreement shall be canceled and terminated subject to ¶7.4 hereof Paragraph 6.1 unless Lead Class Counsel and counsel for Defendants on behalf of their respective clients Defendant’s Counsel mutually agree in writing to proceed with the Settlement. 7.3 If, prior to the Settlement Hearing, Persons who otherwise would be members this Agreement. If any Party is in material breach of the Class have timely terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on 9.3 If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1 and validly requested exclusion from 9.1-9.2 above, the Class Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement. In such event, any Final Judgment or other order entered by the Court in accordance with the provisions terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Action as if this Agreement had never been entered into. Within five (5) business days after written notification of termination as provided in this Agreement is sent to the other Parties, the Settlement Fund (including accrued interest thereon), less any Settlement Administration costs actually incurred, paid or payable and less any taxes and tax expenses paid, due or owing, shall be refunded by the Settlement Administrator to Defendant or Defendant’s insurers, based upon written instructions provided by Defendant’s Counsel. In the event that the Final Settlement Order and Judgment or any part of it is vacated, overturned, reversed, or rendered void as a result of an appeal, or the Settlement Agreement is voided, rescinded, or otherwise terminated for any other reason, Class Counsel shall, within thirty (30) days repay to Defendant or Defendant’s insurers, based upon written instructions provided by Defendant’s Counsel, the full amount of the Notice Order attorneys’ fees and costs paid to Class Counsel from the Notice given pursuant theretoSettlement Fund, including any accrued interest. In the event the attorney fees and if costs awarded by the Court or any part of them are vacated, modified, reversed, or rendered void as a result of an appeal, Class Counsel shall within thirty (a30) days repay to Defendant or Defendant’s insurers, based upon written instructions provided by Defendant’s Counsel, the total number of shares of Orbital ATK common stock purchased by such Persons during attorneys’ fees and costs paid to Class Counsel and/or Class Representative from the Class PeriodSettlement Fund, orin the amount vacated or modified, including any accrued interest.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 7.1 9.1 The Effective Date of the Stipulation this Settlement Agreement shall be conditioned on the occurrence of all not occur unless and until each of the following eventsevents has occurred and shall be the date upon which the last (in time) of the following events occurs: (a) execution of the Stipulation This Agreement has been signed by Plaintiff, Alpha, Class Counsel and such other documents as may be required to obtain final Court approval of the Stipulation in a form satisfactory to the Settling PartiesAlpha Counsel; (b) The Court has entered the Settlement Amount has been deposited into the Escrow AccountPreliminary Approval Order; (c) Orbital ATK The Court has not exercised its option entered the Final Approval Order and Judgment, following Notice to terminate the Stipulation pursuant to ¶7.3 hereof;Settlement Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure, and has entered the Final Approval Order and Judgment, or a final approval order and judgment substantially consistent with this Agreement (the “Alternative Final Approval Order and Judgment”); and (d) the Court has entered the Notice Order, substantially in the form of Exhibit A hereto, as required by ¶3.1 hereof; (e) the Court has entered the Judgment that, inter alia, dismisses with prejudice the Action, as to Plaintiffs The Final Approval Order and the Defendants, as set forth above; and (f) the Judgment has become Final, as defined in ¶1.08 hereofSection 1.7 herein. 7.2 Upon the occurrence of all of the events referenced in ¶7.1 hereof, 9.2 If any and all remaining interest one or right of Defendants in or to the Settlement Fund, if any, shall be absolutely and forever extinguished. If all of the conditions specified in ¶7.1 hereof are Paragraph 9.1 is not met, or Alpha in its sole and absolute discretion elects to set aside or rescind this Settlement Agreement pursuant to Paragraph 10, herein, or in the event that this Agreement is not approved by the Court, then the Stipulation this Settlement Agreement shall be canceled and terminated subject to ¶7.4 hereof and be deemed null and void unless Lead Counsel Plaintiff’s counsel and counsel for Defendants on behalf of their respective clients Alpha mutually agree in writing to proceed with this Agreement or such mutually agreeable alternative agreement as approved by the SettlementCourt. 7.3 If9.3 If this Agreement is terminated or fails to become Effective, prior the Parties shall be restored to their respective positions in the Settlement Hearing, Persons who otherwise would be members Action as of the Class have timely date of the signing of this Agreement. In such event, any Final Approval Order and validly requested exclusion from Judgment or other order entered by the Class Court in accordance with the provisions terms of the Notice Order this Agreement shall be treated as vacated, nunc pro tunc, and the Notice given pursuant thereto, and Parties shall be returned to the status quo ante with respect to the Action as if (a) the total number of shares of Orbital ATK common stock purchased by such Persons during the Class Period, orthis Agreement had never been entered into.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 7.1 9.1 The Effective Date of the Stipulation this Settlement Agreement shall be conditioned on the occurrence of all not occur unless and until each of the following eventsevents occurs and shall be the date upon which the last (in time) of the following events occurs: (a) execution of the Stipulation The Parties and such other documents as may be required to obtain final Court approval of the Stipulation in a form satisfactory to the Settling Partiestheir counsel have executed this Agreement; (b) The Court has entered the Settlement Amount has been deposited into the Escrow AccountPreliminary Approval Order; (c) Orbital ATK The Court has not exercised its option entered an order finally approving the Agreement, following Notice to terminate the Stipulation pursuant to ¶7.3 hereof;Settlement Class, as provided in the CPLR, and has entered the Final Judgment, or a judgment consistent with this Agreement in all material respects; and (d) the Court has entered the Notice Order, substantially in the form of Exhibit A hereto, as required by ¶3.1 hereof; (e) the Court has entered the Judgment that, inter alia, dismisses with prejudice the Action, as to Plaintiffs and the Defendants, as set forth above; and (f) the The Final Judgment has become Final, as defined above, or, in ¶1.08 hereofthe event that the Court enters an Alternate Judgment, such Alternate Judgment becomes Final. 7.2 Upon the occurrence of all of the events referenced in ¶7.1 hereof, any and all remaining interest 9.2 If some or right of Defendants in or to the Settlement Fund, if any, shall be absolutely and forever extinguished. If all of the conditions specified in ¶7.1 hereof Paragraph 9.1 are not met, or in the event that this Agreement is not approved by the Court, or the Settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then the Stipulation this Settlement Agreement shall be canceled and terminated subject to ¶7.4 hereof unless Lead Counsel and counsel for Defendants on behalf of their respective clients mutually agree in writing to proceed with the Settlement. 7.3 If, prior to the Settlement Hearing, Persons who otherwise would be members of the Class have timely and validly requested exclusion from the Class in accordance with the provisions of the Notice Order and the Notice given pursuant thereto, and if (a) the total number of shares of Orbital ATK common stock purchased by such Persons during the Class Period, orParagraph 6.1

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 7.1 9.1 The Effective Date of this Settlement Agreement shall not occur unless and until the Stipulation shall be conditioned on the occurrence last of all each of the following eventsevents has occurred: (a) execution of the Stipulation This Agreement has been signed by Plaintiff, New York Life, Class Counsel and such other documents as may be required to obtain final Court approval of the Stipulation in a form satisfactory to the Settling PartiesNew York Life Counsel; (b) The Court has entered the Settlement Amount has been deposited into the Escrow AccountPreliminary Approval Order; (c) Orbital ATK The Court has not exercised its option entered the Final Approval Order and Judgment, following Notice to terminate the Stipulation pursuant to ¶7.3 hereof;Settlement Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure, and has entered the Final Approval Order and Judgment, or a final approval order and judgment substantially consistent with this Agreement (the “Alternative Final Approval Order and Judgment”); and (d) the Court has entered the Notice Order, substantially in the form of Exhibit A hereto, as required by ¶3.1 hereof; (e) the Court has entered the Judgment that, inter alia, dismisses with prejudice the Action, as to Plaintiffs The Final Approval Order and the Defendants, as set forth above; and (f) the Judgment has become Final, as defined in ¶1.08 hereofSection 1.7 herein. 7.2 Upon the occurrence of all of the events referenced in ¶7.1 hereof, 9.2 If any and all remaining interest or right of Defendants in or to the Settlement Fund, if any, shall be absolutely and forever extinguished. If all of the conditions specified in ¶7.1 hereof Paragraph 9.1 are not met, or New York Life in its sole and absolute discretion elects to set aside or rescind this Settlement Agreement pursuant to Paragraph 10, herein, or in the event that this Agreement is not approved by the Court, then the Stipulation this Settlement Agreement shall be canceled and terminated subject to ¶7.4 hereof and be deemed null and void unless Lead Counsel and counsel for Defendants on behalf of their respective clients the parties mutually agree in writing to proceed with this Agreement or such mutually agreeable alternative agreement as approved by the SettlementCourt. 7.3 If, prior to the Settlement Hearing, Persons who otherwise would be members of the Class have timely and validly requested exclusion from the Class in accordance with the provisions of the Notice Order and the Notice given pursuant thereto, and if (a) the total number of shares of Orbital ATK common stock purchased by such Persons during the Class Period, or

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 7.1 9.1 The Effective Date of the Stipulation this Settlement Agreement shall be conditioned on the occurrence of all not occur unless and until each of the following eventsevents occurs and shall be the date upon which the last (in time) of the following events occurs: (a) execution of the Stipulation The Parties and such other documents as may be required to obtain final Court approval of the Stipulation in a form satisfactory to the Settling Partiestheir counsel have executed this Agreement; (b) The Court has entered the Settlement Amount has been deposited into the Escrow AccountPreliminary Approval Order; (c) Orbital ATK The Court has not exercised its option entered an order finally approving the Agreement, following Notice to terminate the Stipulation pursuant to ¶7.3 hereof;Settlement Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure, and has entered the Final Judgment, or a judgment consistent with this Agreement in all material respects; and (d) the Court has entered the Notice Order, substantially in the form of Exhibit A hereto, as required by ¶3.1 hereof; (e) the Court has entered the Judgment that, inter alia, dismisses with prejudice the Action, as to Plaintiffs and the Defendants, as set forth above; and (f) the The Final Judgment has become Final, as defined above, or, in ¶1.08 hereofthe event that the Court enters an order and final judgment in a form other than that provided above (“Alternative Judgment”) and that has the consent of the Parties, such Alternative Judgment becomes Final. 7.2 Upon the occurrence of all of the events referenced in ¶7.1 hereof, any and all remaining interest 9.2 If some or right of Defendants in or to the Settlement Fund, if any, shall be absolutely and forever extinguished. If all of the conditions specified in ¶7.1 hereof Paragraph 9.1 are not met, or in the event that this Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then the Stipulation this Settlement Agreement shall be canceled and terminated subject to ¶7.4 hereof Paragraph 6.1 unless Lead Class Counsel and counsel for Defendants on behalf of their respective clients Counsel mutually agree in writing to proceed with the Settlement. 7.3 If, prior to the Settlement Hearing, Persons who otherwise would be members this Agreement. If any Party is in material breach of the Class have timely terms hereof, any other Party, provided that it is in 9.3 If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1 and validly requested exclusion from 9.1-9.2 above, the Class Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement. In such event, any Final Judgment or other order entered by the Court in accordance with the provisions terms of the Notice Order this Agreement shall be treated as vacated, nunc pro tunc, and the Notice given pursuant thereto, and Parties shall be returned to the status quo ante with respect to the Action as if (a) the total number of shares of Orbital ATK common stock purchased by such Persons during the Class Period, orthis Agreement had never been entered into.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 7.1 9.1 The Effective Date of this Settlement Agreement shall not occur until all of the Stipulation following events occur, and shall be conditioned on the occurrence of all date which falls ten (10) calendar days after the last (in time) of the following events: (a) execution of the Stipulation The Parties and such other documents as may be required to obtain final Court approval of the Stipulation in a form satisfactory to the Settling Partiestheir counsel have executed this Agreement; (b) The Court has entered the Settlement Amount has been deposited into the Escrow AccountPreliminary Approval Order; (c) Orbital ATK The Objection/Exclusion Deadline has not exercised its option to terminate the Stipulation pursuant to ¶7.3 hereofpassed; (d) the The Court has entered an order finally approving the Agreement, following Notice Orderto the Settlement Class and a Final Approval Hearing, substantially as provided in the form Illinois Code of Exhibit A heretoCivil Procedure, as required by ¶3.1 hereof;and has entered the Final Judgment, or a judgment consistent with this Agreement in all material respects; and (e) the Court has entered the Judgment that, inter alia, dismisses with prejudice the Action, as to Plaintiffs and the Defendants, as set forth above; and (f) the The Final Judgment has become Final, as defined in ¶1.08 hereofabove, or, if the Court enters an Alternate Judgment, such Alternate Judgment becomes Final. 7.2 Upon the occurrence of all of the events referenced in ¶7.1 hereof, 9.2 If any and all remaining interest or right of Defendants in or to the Settlement Fund, if any, shall be absolutely and forever extinguished. If all of the conditions specified in ¶7.1 hereof Paragraph 9.1 are not met, or if this Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then the Stipulation this Settlement Agreement shall be canceled and terminated subject to ¶7.4 hereof unless Lead Counsel and counsel for Defendants on behalf of their respective clients mutually agree in writing to proceed with the Settlement. 7.3 If, prior to the Settlement Hearing, Persons who otherwise would be members of the Class have timely and validly requested exclusion from the Class in accordance with the provisions of the Notice Order and the Notice given pursuant thereto, and if (a) the total number of shares of Orbital ATK common stock purchased by such Persons during the Class Period, orParagraph 6.1

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 7.1 9.1 The Effective Date of the Stipulation this Settlement Agreement shall be conditioned on the occurrence of all not occur unless and until each of the following eventsevents occurs and shall be the date upon which the last (in time) of the following events occurs: (a) execution of the Stipulation The Parties and such other documents as may be required to obtain final Court approval of the Stipulation in a form satisfactory to the Settling Partiestheir counsel have executed this Agreement; (b) The Court has entered the Settlement Amount has been deposited into the Escrow AccountPreliminary Approval Order; (c) Orbital ATK The Court has not exercised its option entered an order finally approving the Agreement, following Notice to terminate the Stipulation pursuant to ¶7.3 hereof;Settlement Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure, and has entered the Final Judgment, or a judgment consistent with this Agreement in all material respects; and (d) the Court has entered the Notice Order, substantially in the form of Exhibit A hereto, as required by ¶3.1 hereof; (e) the Court has entered the Judgment that, inter alia, dismisses with prejudice the Action, as to Plaintiffs and the Defendants, as set forth above; and (f) the The Final Judgment has become Final, as defined above, or, in ¶1.08 hereofthe event that the Court enters an order and final judgment in a form other than that provided above (“Alternative Judgment”) and that has the consent of the Parties, such Alternative Judgment becomes Final. 7.2 Upon the occurrence of all of the events referenced in ¶7.1 hereof, any and all remaining interest 9.2 If some or right of Defendants in or to the Settlement Fund, if any, shall be absolutely and forever extinguished. If all of the conditions specified in ¶7.1 hereof Paragraph 9.1 are not met, then or in the 9.3 If this Agreement is terminated or fails to become effective for the Stipulation reasons set forth in Paragraphs 6.1 and 9.1-9.2 above, the Parties shall be canceled and terminated subject restored to ¶7.4 hereof unless Lead Counsel and counsel for Defendants on behalf of their respective clients mutually agree positions in writing to proceed with the Settlement. 7.3 If, prior to the Settlement Hearing, Persons who otherwise would be members Action as of the Class have timely and validly requested exclusion from date of the Class signing of this Agreement. In such event, any Final Judgment or other order entered by the Court in accordance with the provisions terms of the Notice Order this Agreement shall be treated as vacated, nunc pro tunc, and the Notice given pursuant thereto, and Parties shall be returned to the status quo ante with respect to the Action as if (a) the total number of shares of Orbital ATK common stock purchased by such Persons during the Class Period, orthis Agreement had never been entered into.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 7.1 9.1 The Effective Date of the Stipulation this Settlement Agreement shall be conditioned on the occurrence of all not occur unless and until each of the following eventsevents has occurred and shall be the date upon which the last (in time) of the following events occurs: (a) execution of the Stipulation This Agreement has been signed by Plaintiff and such other documents as may be required to obtain final Court approval of the Stipulation in a form satisfactory to the Settling PartiesDefendants; (b) The Court has entered the Settlement Amount has been deposited into the Escrow AccountPreliminary Approval Order; (c) Orbital ATK The Court has not exercised its option entered the Final Approval Order and Judgment, following Notice to terminate the Stipulation pursuant to ¶7.3 hereof;Settlement Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure, and has entered the Final Approval Order and Judgment, or a final approval order and judgment substantially consistent with this Agreement (the “Alternative Final Approval Order and Judgment”); and (d) the Court has entered the Notice Order, substantially in the form of Exhibit A hereto, as required by ¶3.1 hereof; (e) the Court has entered the The Final Approval Order and Judgment that, inter alia, dismisses with prejudice the Action, as to Plaintiffs or Alternative Final Approval Order and the Defendants, as set forth above; and (f) the Judgment has become Final, as defined in ¶1.08 hereofabove. 7.2 Upon the occurrence of all of the events referenced in ¶7.1 hereof, any and all remaining interest 9.2 If some or right of Defendants in or to the Settlement Fund, if any, shall be absolutely and forever extinguished. If all of the conditions specified in ¶7.1 hereof Paragraph 9.1 are not met, or in the event that this Agreement is not approved by the Court, then the Stipulation this Settlement Agreement shall be canceled and terminated subject to ¶7.4 hereof unless Lead Counsel Plaintiff’s counsel and counsel for Defendants on behalf of their respective clients mutually agree in writing to proceed with the Settlementthis Agreement. 7.3 If9.3 If this Agreement is terminated or fails to become Effective, prior the Parties shall be restored to their respective positions in the Settlement Hearing, Persons who otherwise would be members Action as of the Class have timely date of the signing of this Agreement including a return of the Preliminary Payment made pursuant to Section 2.1, supra. In such event, any Final Approval Order and validly requested exclusion from Judgment or other order entered by the Class Court in accordance with the provisions terms of the Notice Order this Agreement shall be treated as vacated, nunc pro tunc, and the Notice given pursuant thereto, and Parties shall be returned to the status quo ante with respect to the Action as if (a) the total number of shares of Orbital ATK common stock purchased by such Persons during the Class Period, orthis Agreement had never been entered into.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 7.1 9.1 The Effective Date of the Stipulation this Settlement Agreement shall be conditioned on the occurrence of all not occur unless and until each of the following eventsevents occurs and shall be the date upon which the last (in time) of the following events occurs: (a) execution of the Stipulation The Parties, Class Counsel, and such other documents as may be required to obtain final Court approval of the Stipulation in a form satisfactory to the Settling PartiesWDPR have executed this Agreement; (b) The Court has entered the Settlement Amount has been deposited into the Escrow AccountPreliminary Approval Order; (c) Orbital ATK The Court has not exercised its option entered an order finally approving the Agreement, following Notice to terminate the Stipulation pursuant to ¶7.3 hereof;Settlement Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure, and has entered the Final Judgment, or a judgment consistent with this Agreement in all material respects; and (d) the Court has entered the Notice Order, substantially in the form of Exhibit A hereto, as required by ¶3.1 hereof; (e) the Court has entered the Judgment that, inter alia, dismisses with prejudice the Action, as to Plaintiffs and the Defendants, as set forth above; and (f) the The Final Judgment has become Final, as defined above, or, in ¶1.08 hereofthe event that the Court enters an Alternate Judgment, such Alternate Judgment becomes Final. 7.2 Upon the occurrence of all of the events referenced in ¶7.1 hereof, any and all remaining interest 9.2 If some or right of Defendants in or to the Settlement Fund, if any, shall be absolutely and forever extinguished. If all of the conditions specified in ¶7.1 hereof Paragraph 9.1 are not met, or in the event that this Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then the Stipulation this Settlement Agreement shall be canceled and terminated subject to ¶7.4 hereof Paragraph 9.3 unless Lead Class Counsel and counsel for Defendants on behalf of their respective clients Defendant’s Counsel mutually agree in writing to proceed with the Settlement. 7.3 If, prior to the Settlement Hearing, Persons who otherwise would be members this Agreement. If any Party is in material breach of the Class have timely terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all of the Settling Parties, except that any attempted termination of this Agreement after the Preliminary Approval Order is entered will not take effect without an order of the Court, and validly requested exclusion from this Agreement may not be terminated after the Class Final Judgment is entered without an order of the Court vacating the Final Judgment or an order of any appellate court reversing or vacating the 9.3 If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1-6.2 or 9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement. In such event, any Final Judgment or other order entered by the Court in accordance with the provisions terms of this Agreement shall be vacated by the Notice Order Court, and the Notice given pursuant thereto, and Parties shall be returned to the status quo ante with respect to the Action as if (a) the total number of shares of Orbital ATK common stock purchased by such Persons during the Class Period, orthis Agreement had never been entered into.