Common use of Duration and Exercise of Warrant Clause in Contracts

Duration and Exercise of Warrant. Subject to Sections 2(b), 4, 5, 6 and 7 herein, the parties hereto agree as follows, (a) Subject to the remaining provisions of this Agreement, the Warrant may be exercised, in whole or in part, by IITRI and/or its permitted transferees (IITRI and its permitted transferees are hereinafter referred to individually or collectively as the "Holder") on any business day on or after the Effective Date and through and including (i) the date that is thirty (30) following the date of the Company's delivery to the Holder of the appraisal performed by an independent appraiser at the Company's request in connection with the Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan (the "ESOP") that sets forth the per share value of the Common Stock as of September 30, 2008 (the "September 2008 Appraisal"), if the ESOP is still in existence on September 30, 2008 and if none of clauses (a), (b) and (c) of the definition of "Current Market Price" in Section 3(c)(ii) below are applicable; provided that the September 2008 Appraisal shall not reflect any discount for any lack of liquidity or absence of control, or (ii) the sixth (6th) anniversary of the Effective Date, if the ESOP is not still in existence on September 30, 2008 or if one of the clauses (a), (b) or (c) of the definition of "Current Market Price" in Section 3(c)(ii) below is applicable (in each case, the "Expiration Date"). At 5:00 P.M., Eastern Standard Time, on the Expiration Date, the Warrant shall be and become void and of no value to the extent it has not been exercised prior to such time. (b) The Holder shall not be entitled to exercise any portion of the Warrant unless it has delivered written notice in the form of the Form of Election to Purchase attached hereto as Exhibit A (the "Exercise Notice") to the Company in accordance with Section 15 of this Warrant Agreement ninety (90) days prior to the proposed effective date of such exercise. Subject to the terms of Sections 2(h), 6(b) and 7(b), the Warrant or a portion thereof, as appropriate, shall be deemed to be exercised ninety (90) days from the date (the "Exercise Date") the Company receives the Exercise Notice. (c) The Holder shall make payment for the exercise of the Warrant, or a portion thereof, as appropriate, in the form of cash, or in lieu of cash, the Holder may elect to receive such number of Shares equal to the value (as determined below) of the exercised Warrant, or portion thereof, by indicating in the Exercise Notice the Holder's desire to consummate a cashless exercise ("Cashless Exercise Notice"), in which event the Company shall issue to the Holder a number of Shares computed using the following formula: Y x ( A - B ) X = ------------------ A Where:

Duration and Exercise of Warrant. Subject to Sections 2(b), 4, 5, 6 and 7 herein, the parties hereto agree as follows, (a) Subject to the remaining provisions of this Agreement, the Warrant may be exercised, in whole or in part, by IITRI and/or its permitted transferees (IITRI and its permitted transferees are hereinafter referred to individually or collectively as the "Holder") on any business day on or after the Effective Date and through and including (i) the date that is thirty (30) days following the date of the Company's delivery to the Holder of the appraisal performed by an independent appraiser at the Company's request in connection with the Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan (the "ESOP") that sets forth the per share value of the Common Stock as of September 30, 2008 2010 (the "September 2008 2010 Appraisal"), if the ESOP is still in existence on September 30, 2008 2010 and if none of clauses (a), (b) and (c) of the definition of "Current Market Price" in Section 3(c)(ii) below are applicable; provided that the September 2008 2010 Appraisal shall not reflect any discount for any lack of liquidity or absence of control, or (ii) the sixth eighth (6th8th) anniversary of the Effective Date, if the ESOP is not still in existence on September 30, 2008 or if one of the clauses (a), (b) or (c) of the definition of "Current Market Price" in Section 3(c)(ii) below is applicable (in each case, the "Expiration Date"). At 5:00 P.M., Eastern Standard Time, on the Expiration Date, the Warrant shall be and become void and of no value to the extent it has not been exercised prior to such time. (b) The Holder shall not be entitled to exercise any portion of the Warrant unless it has delivered written notice in the form of the Form of Election to Purchase attached hereto as Exhibit A (the "Exercise Notice") to the Company in accordance with Section 15 of this Warrant Agreement ninety (90) days prior to the proposed effective date of such exercise. Subject to the terms of Sections 2(h), 6(b) and 7(b), the Warrant or a portion thereof, as appropriate, shall be deemed to be exercised ninety (90) days from the date (the "Exercise Date") the Company receives the Exercise Notice. (c) The Holder shall make payment for the exercise of the Warrant, or a portion thereof, as appropriate, in the form of cash, or in lieu of cash, the Holder may elect to receive such number of Shares equal to the value (as determined below) of the exercised Warrant, or portion thereof, by indicating in the Exercise Notice the Holder's desire to consummate a cashless exercise ("Cashless Exercise Notice"), in which event the Company shall issue to the Holder a number of Shares computed using the following formula: Y x ( A - B ) X = ------------------ A Where:

Duration and Exercise of Warrant. Subject to Sections 2(b), 4, 5, 6 and 7 herein, the parties hereto agree as follows, (a) Subject to the remaining provisions of this Agreement, the Warrant may be exercised, in whole or in part, by IITRI Atefi and/or its his permitted transferees (IITRI Atefi and its his permitted transferees tran▇▇▇▇▇es are hereinafter referred to individually indi▇▇▇▇▇lly or collectively as the "Holder") on any business day on or after the Effective Date and through and including (i) the date that is thirty (30) following the date of the Company's delivery to the Holder of the appraisal performed by an independent appraiser at the Company's request in connection with the Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan (the "ESOP") that sets forth the per share value of the Common Stock as of September 30, 2008 (the "September 2008 Appraisal"), if the ESOP is still in existence on September 30, 2008 and if none of clauses (a), (b) and (c) of the definition of "Current Market Price" in Section 3(c)(ii) below are applicable; provided that the September 2008 Appraisal shall not reflect any discount for any lack of liquidity or absence of control, or (ii) the sixth (6th) anniversary of the Effective Date, if the ESOP is not still in existence on September 30, 2008 or if one of the clauses Date (a), (b) or (c) of the definition of "Current Market Price" in Section 3(c)(ii) below is applicable (in each case, the "Expiration Date"). At 5:00 P.M., Eastern Standard Time, on the Expiration Date, the Warrant shall be and become void and of no value to the extent it has not been exercised prior to such time. (b) The Holder shall not be entitled to exercise any portion of the Warrant unless it has delivered written notice in the form of the Form of Election to Purchase attached hereto as Exhibit A (the "Exercise Notice") to the Company in accordance with Section 15 of this Warrant Agreement ninety (90) days prior to the proposed effective date of such exercise. Subject to the terms of Sections 2(h), 6(b) and 7(b), the Warrant or a portion thereof, as appropriate, shall be deemed to be exercised ninety (90) days from the date (the "Exercise Date") the Company receives the Exercise Notice. (c) The Holder shall make payment for the exercise of the Warrant, or a portion thereof, as appropriate, in the form of cash, or in lieu of cash, the Holder may elect to receive such number of Shares equal to the value (as determined below) of the exercised Warrant, or portion thereof, by indicating in the Exercise Notice the Holder's desire to consummate a cashless exercise ("Cashless Exercise Notice"), in which event the Company shall issue to the Holder a number of Shares computed using the following formula: Y x ( A - B ) X = ------------------ A Where:

Duration and Exercise of Warrant. Subject to Sections 2(b), 4, 5, 6 and 7 herein, the parties hereto agree as follows, (a) Subject to the remaining provisions of this Agreement, the Warrant may be exercised, in whole or in part, by IITRI Crawford and/or its his permitted transferees (IITRI Crawford and its permitted transferees his permitte▇ ▇▇▇▇▇▇erees are hereinafter referred to individually i▇▇▇▇▇▇▇▇lly or collectively as the "Holder") on any business day on or after the Effective Date and through and including (i) the date that is thirty (30) days following the date of the Company's delivery to the Holder of the appraisal performed by an independent appraiser at the Company's request in connection with the Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan (the "ESOP") that sets forth the per share value of the Common Stock as of September 30, 2008 2010 (the "September 2008 2010 Appraisal"), if the ESOP is still in existence on September 30, 2008 2010 and if none of clauses (a), (b) and (c) of the definition of "Current Market Price" in Section 3(c)(ii) below are applicable; provided that the September 2008 2010 Appraisal shall not reflect any discount for any lack of liquidity or absence of control, or (ii) the sixth eighth (6th8th) anniversary of the Effective Date, if the ESOP is not still in existence on September 30, 2008 or if one of the clauses (a), (b) or (c) of the definition of "Current Market Price" in Section 3(c)(ii) below is applicable (in each case, the "Expiration Date"). At 5:00 P.M., Eastern Standard Time, on the Expiration Date, the Warrant shall be and become void and of no value to the extent it has not been exercised prior to such time. (b) The Holder shall not be entitled to exercise any portion of the Warrant unless it has delivered written notice in the form of the Form of Election to Purchase attached hereto as Exhibit A (the "Exercise Notice") to the Company in accordance with Section 15 of this Warrant Agreement ninety (90) days prior to the proposed effective date of such exercise. Subject to the terms of Sections 2(h), 6(b) and 7(b), the Warrant or a portion thereof, as appropriate, shall be deemed to be exercised ninety (90) days from the date (the "Exercise Date") the Company receives the Exercise Notice. (c) The Holder shall make payment for the exercise of the Warrant, or a portion thereof, as appropriate, in the form of cash, or in lieu of cash, the Holder may elect to receive such number of Shares equal to the value (as determined below) of the exercised Warrant, or portion thereof, by indicating in the Exercise Notice the Holder's desire to consummate a cashless exercise ("Cashless Exercise Notice"), in which event the Company shall issue to the Holder a number of Shares computed using the following formula: Y x ( A - B ) X = ------------------ A Where:A

Duration and Exercise of Warrant. Subject to Sections 2(b), 4, 5, 6 and 7 herein, the parties hereto agree as follows, (a) Subject to the remaining provisions of this Agreement, the Warrant may be exercised, in whole or in part, by IITRI Atefi and/or its his permitted transferees (IITRI Atefi and its his permitted transferees tra▇▇▇▇▇ees are hereinafter referred to individually ind▇▇▇▇▇ally or collectively as the "Holder") on any business day on or after the Effective Date and through and including (i) the date that is thirty (30) following the date of the Company's delivery to the Holder of the appraisal performed by an independent appraiser at the Company's request in connection with the Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan (the "ESOP") that sets forth the per share value of the Common Stock as of September 30, 2008 (the "September 2008 Appraisal"), if the ESOP is still in existence on September 30, 2008 and if none of clauses (a), (b) and (c) of the definition of "Current Market Price" in Section 3(c)(ii) below are applicable; provided that the September 2008 Appraisal shall not reflect any discount for any lack of liquidity or absence of control, or (ii) the sixth (6th) anniversary of the Effective Date, if the ESOP is not still in existence on September 30, 2008 or if one of the clauses Date (a), (b) or (c) of the definition of "Current Market Price" in Section 3(c)(ii) below is applicable (in each case, the "Expiration Date"). At 5:00 P.M., Eastern Standard Time, on the Expiration Date, the Warrant shall be and become void and of no value to the extent it has not been exercised prior to such time. (b) The Holder shall not be entitled to exercise any portion of the Warrant unless it has delivered written notice in the form of the Form of Election to Purchase attached hereto as Exhibit A (the "Exercise Notice") to the Company in accordance with Section 15 of this Warrant Agreement ninety (90) days prior to the proposed effective date of such exercise. Subject to the terms of Sections 2(h), 6(b) and 7(b), the Warrant or a portion thereof, as appropriate, shall be deemed to be exercised ninety (90) days from the date (the "Exercise Date") the Company receives the Exercise Notice. (c) The Holder shall make payment for the exercise of the Warrant, or a portion thereof, as appropriate, in the form of cash, or in lieu of cash, the Holder may elect to receive such number of Shares equal to the value (as determined below) of the exercised Warrant, or portion thereof, by indicating in the Exercise Notice the Holder's desire to consummate a cashless exercise ("Cashless Exercise Notice"), in which event the Company shall issue to the Holder a number of Shares computed using the following formula: Y x ( A - B ) X = ------------------ ------------- A Where:

Duration and Exercise of Warrant. Subject to Sections 2(b), 4, 5, 6 and 7 herein, the parties hereto agree as follows, (a) Subject to the remaining provisions of this Agreement, the Warrant may be exercised, in whole or in part, by IITRI Mendler and/or its his permitted transferees (IITRI Mendler and its his permitted transferees are hereinafter referred to individually or collectively as the "Holder") on any business day on or after the Effective Date and through and including (i) the date that is thirty (30) days following the date of the Company's delivery to the Holder of the appraisal performed by an independent appraiser at the Company's request in connection with the Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan (the "ESOP") that sets forth the per share value of the Common Stock as of September 30, 2008 2010 (the "September 2008 2010 Appraisal"), if the ESOP is still in existence on September 30, 2008 2010 and if none of clauses (a), (b) and (c) of the definition of "Current Market Price" in Section 3(c)(ii) below are applicable; provided that the September 2008 2010 Appraisal shall not reflect any discount for any lack of liquidity or absence of control, or (ii) the sixth eighth (6th8th) anniversary of the Effective Date, if the ESOP is not still in existence on September 30, 2008 or if one of the clauses (a), (b) or (c) of the definition of "Current Market Price" in Section 3(c)(ii) below is applicable (in each case, the "Expiration Date"). At 5:00 P.M., Eastern Standard Time, on the Expiration Date, the Warrant shall be and become void and of no value to the extent it has not been exercised prior to such time. (b) The Holder shall not be entitled to exercise any portion of the Warrant unless it has delivered written notice in the form of the Form of Election to Purchase attached hereto as Exhibit A (the "Exercise Notice") to the Company in accordance with Section 15 of this Warrant Agreement ninety (90) days prior to the proposed effective date of such exercise. Subject to the terms of Sections 2(h), 6(b) and 7(b), the Warrant or a portion thereof, as appropriate, shall be deemed to be exercised ninety (90) days from the date (the "Exercise Date") the Company receives the Exercise Notice. (c) The Holder shall make payment for the exercise of the Warrant, or a portion thereof, as appropriate, in the form of cash, or in lieu of cash, the Holder may elect to receive such number of Shares equal to the value (as determined below) of the exercised Warrant, or portion thereof, by indicating in the Exercise Notice the Holder's desire to consummate a cashless exercise ("Cashless Exercise Notice"), in which event the Company shall issue to the Holder a number of Shares computed using the following formula: Y x ( A - B ) X = ------------------ A Where:

Duration and Exercise of Warrant. Subject to Sections 2(b), 4, 5, 6 and 7 herein, the parties hereto agree as follows, (a) Subject to the remaining provisions of this Agreement, the Warrant may be exercised, in whole or in part, by IITRI and/or its permitted transferees (IITRI and its permitted transferees are hereinafter referred to individually or collectively as the "Holder") on any business day on or after the Effective Date and through and including (i) the date that is thirty (30) days following the date of the Company's delivery to the Holder of the appraisal performed by an independent appraiser at the Company's request in connection with the Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan (the "ESOP") that sets forth the per share value of the Common Stock as of September 30, 2008 2010 (the "September 2008 2010 Appraisal"), if the ESOP is still in existence on September 30, 2008 2010 and if none of clauses (a), (b) and (c) of the definition of "Current Market Price" in Section 3(c)(ii) below are applicable; provided that the September 2008 2010 Appraisal shall not reflect any discount for any lack of liquidity or absence of control, or (ii) the sixth eighth (6th8th) anniversary of the Effective Date, if the ESOP is not still in existence on September 30, 2008 or if one of the clauses (a), (b) or (c) of the definition of "Current Market Price" in Section 3(c)(ii) below is applicable (in each case, the "Expiration Date"). At 5:00 P.M., Eastern Standard Time, on the Expiration Date, the Warrant shall be and become void and of no value to the extent it has not been exercised prior to such time. (b) The Holder shall not be entitled to exercise any portion of the Warrant unless it has delivered written notice in the form of the Form of Election to Purchase attached hereto as Exhibit A (the "Exercise Notice") to the Company in accordance with Section 15 of this Warrant Agreement ninety (90) days prior to the proposed effective date of such exercise. Subject to the terms of Sections 2(h), 6(b) and 7(b), the Warrant or a portion thereof, as appropriate, shall be deemed to be exercised ninety (90) days from the date (the "Exercise Date") the Company receives the Exercise Notice. (c) The Holder shall make payment for the exercise of the Warrant, or a portion thereof, as appropriate, in the form of cash, or in lieu of cash, the Holder may elect to receive such number of Shares equal to the value (as determined below) of the exercised Warrant, or portion thereof, by indicating in the Exercise Notice the Holder's desire to consummate a cashless exercise ("Cashless Exercise Notice"), in which event the Company shall issue to the Holder a number of Shares computed using the following formula: Y x ( A - B ) X = ------------------ A Where:

Duration and Exercise of Warrant. Subject to Sections 2(b), 4, 5, 6 and 7 herein, the parties hereto agree as follows, (a) Subject to the remaining provisions of this Agreement, the This Warrant may shall not be exercised, in whole or in part, by IITRI and/or its permitted transferees (IITRI exercisable unless and its permitted transferees are hereinafter referred to individually or collectively as the "Holder") on any business day on or after the Effective Date and through and including until: (i) in the date that case of a Subsequent Financing, the Requisite Stockholder Approval is thirty (30) following obtained or, in the date case of the Company's delivery to the Holder of the appraisal performed by an independent appraiser at the Company's request in connection with the Alion Science and Technology Corporation Employee Ownershipany Other Financing, Savings and Investment Plan (the "ESOP") that sets forth the per share value of the Common Stock as of September 30, 2008 (the "September 2008 Appraisal"), if the ESOP is still in existence on September 30, 2008 and if none of clauses (a), (b) and (c) of the definition of "Current Market Price" in Section 3(c)(ii) below all Other Financing CPs are applicablesatisfied; provided that the September 2008 Appraisal shall not reflect any discount for any lack of liquidity or absence of control, or (ii) the sixth (6th) anniversary filing of the Effective DateCertificate of Amendment (or such other certificate of amendment effecting any changes to the Charter required in connection with any Other Financing, if the ESOP is not still in existence on September 30, 2008 or if one of the clauses (a), including those contemplated by subclause (b) or (c) of in the definition of "Current Market Price" in Section 3(c)(iiOther Financing CPs) below is with the Office of the Secretary of State of the State of Delaware becomes effective (the time such filing becomes effective, the “Amendment Effective Time”); and (iii) the Company consummates a Subsequent Financing or Other Financing, as applicable (in each casecollectively, the "Expiration Date"“Conditions to Exercise”). At 5:00 P.M.; provided, Eastern Standard Timehowever, on that if the Expiration DateConditions to Exercise are satisfied prior to the termination of this Warrant pursuant to Section 18, the (A) each Warrant shall be deemed automatically exercised at the Exercise Time in accordance with Section 5(b) and (B) the Company shall deliver the Warrant Shares to the Warrantholder in accordance with Section 5(f). For the avoidance of doubt, this Warrant shall be deemed automatically exercised in full at the Exercise Time and shall become void and of no value to value, and may not be exercised, after the extent it has not been exercised prior to such timeExpiration Time. (b) The Holder shall not be entitled to Upon the automatic exercise any portion of the Warrant unless it has delivered written notice in the form of the Form of Election to Purchase attached hereto as Exhibit A (the "Exercise Notice") to the Company in accordance with Section 15 of this Warrant Agreement ninety (90) days prior pursuant to the proposed effective date of such exercise. Subject to the terms of Sections 2(hSection 5(a), 6(b) and 7(b)in lieu of paying the aggregate Exercise Price, the Warrant or a portion thereof, as appropriate, Warrantholder shall be deemed for all purposes hereunder to be exercised ninety (90) days from the date (the "Exercise Date") the Company receives the Exercise Notice.have authorized (c) The Holder shall make payment formula for determining the number of Warrant Shares to be issued in a Cashless Exercise is as follows: X= (A-B) x C A Where: X = the number of Warrant Shares issuable upon exercise pursuant to subsection (b). A = the Current Market Price of a Warrant Share on the Trading Day immediately preceding the date upon which the Exercise Time occurs. B = the Exercise Price. C = the number of Warrant Shares as to which this Warrant is then being exercised including the withheld Warrant Shares. (d) The number of Warrant Shares to be issued upon such automatic exercise will be determined by the Company using the formula set forth in Section 5(c). (e) Any exercise of the Warrant, or a portion thereof, as appropriate, in the form of cash, or in lieu of cash, the Holder may elect to receive such number of Shares equal this Warrant pursuant to the value terms hereof shall be automatic, irrevocable and shall be deemed to constitute a binding agreement between the Warrantholder and the Company, enforceable in accordance with its terms. (f) As soon as determined below) practicable after the automatic exercise of the exercised Warrant, or portion thereof, by indicating this Warrant as set forth in the Exercise Notice the Holder's desire to consummate a cashless exercise ("Cashless Exercise Notice"Section 5(a), in which event the Company shall issue issue, or otherwise deliver, or cause to be issued or delivered, in authorized denominations to or upon the Holder order of the Warrantholder, a number book-entry interest in the Warrant Shares registered on the books of the Company’s transfer agent. Such Warrant Shares computed using shall be deemed to have been issued as of the following formula: Y x ( A - B ) X = ------------------ A Where:Exercise Time.

Duration and Exercise of Warrant. Subject to Sections 2(b), 4, 5, 6 and 7 herein, the parties hereto agree as follows, (a) Subject to the remaining provisions of this Agreement, the Warrant may be exercised, in whole or in part, by IITRI Watson and/or its his permitted transferees (IITRI Watson and its his permitted transferees tr▇▇▇▇▇▇ees are hereinafter referred to individually ind▇▇▇▇▇▇lly or collectively as the "Holder") on any business day on or after the Effective Date and through and including (i) the date that is thirty (30) days following the date of the Company's delivery to the Holder of the appraisal performed by an independent appraiser at the Company's request in connection with the Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan (the "ESOP") that sets forth the per share value of the Common Stock as of September 30, 2008 2010 (the "September 2008 2010 Appraisal"), if the ESOP is still in existence on September 30, 2008 2010 and if none of clauses (a), (b) and (c) of the definition of "Current Market Price" in Section 3(c)(ii) below are applicable; provided that the September 2008 2010 Appraisal shall not reflect any discount for any lack of liquidity or absence of control, or (ii) the sixth eighth (6th8th) anniversary of the Effective Date, if the ESOP is not still in existence on September 30, 2008 or if one of the clauses (a), (b) or (c) of the definition of "Current Market Price" in Section 3(c)(ii) below is applicable (in each case, the "Expiration Date"). At 5:00 P.M., Eastern Standard Time, on the Expiration Date, the Warrant shall be and become void and of no value to the extent it has not been exercised prior to such time. (b) The Holder shall not be entitled to exercise any portion of the Warrant unless it has delivered written notice in the form of the Form of Election to Purchase attached hereto as Exhibit A (the "Exercise Notice") to the Company in accordance with Section 15 of this Warrant Agreement ninety (90) days prior to the proposed effective date of such exercise. Subject to the terms of Sections 2(h), 6(b) and 7(b), the Warrant or a portion thereof, as appropriate, shall be deemed to be exercised ninety (90) days from the date (the "Exercise Date") the Company receives the Exercise Notice. (c) The Holder shall make payment for the exercise of the Warrant, or a portion thereof, as appropriate, in the form of cash, or in lieu of cash, the Holder may elect to receive such number of Shares equal to the value (as determined below) of the exercised Warrant, or portion thereof, by indicating in the Exercise Notice the Holder's desire to consummate a cashless exercise ("Cashless Exercise Notice"), in which event the Company shall issue to the Holder a number of Shares computed using the following formula: Y x ( A - B ) X = ------------------ A Where:A

Duration and Exercise of Warrant. Subject to Sections 2(b), 4, 5, 6 and 7 herein, the parties hereto agree as follows, (a) Subject to the remaining provisions of this Agreement, the Warrant may be exercised, in whole or in part, by IITRI IIT and/or its permitted transferees (IITRI IIT and its permitted transferees are hereinafter referred to individually or collectively as the "“Holder"”) on any business day on or after the Effective Date April 30, 2009 and through and including (i) the date that is thirty (30) following the date of the Company's delivery to the Holder of the appraisal performed by an independent appraiser at the Company's request in connection with the Alion Science and Technology Corporation Employee OwnershipSeptember 5, Savings and Investment Plan 2013 (the "ESOP") that sets forth the per share value of the Common Stock as of September 30, 2008 (the "September 2008 Appraisal"), if the ESOP is still in existence on September 30, 2008 and if none of clauses (a), (b) and (c) of the definition of "Current Market Price" in Section 3(c)(ii) below are applicable; provided that the September 2008 Appraisal shall not reflect any discount for any lack of liquidity or absence of control, or (ii) the sixth (6th) anniversary of the Effective Date, if the ESOP is not still in existence on September 30, 2008 or if one of the clauses (a), (b) or (c) of the definition of "Current Market Price" in Section 3(c)(ii) below is applicable (in each case, the "“Expiration Date"”). At 5:00 P.M., Eastern Standard Time, on the Expiration Date, the Warrant shall be and become void and of no value to the extent it has not been exercised prior to such time. (b) The Holder shall not be entitled to exercise any portion of the Warrant unless it has delivered written notice in the form of the Form of Election to Purchase attached hereto as Exhibit A (the "“Exercise Notice"”) to the Company in accordance with Section 15 of this Warrant Agreement ninety (90) days prior to the proposed effective date of such exercise. Subject to the terms of Sections 2(h), 6(b) and 7(b), the Warrant or a portion thereof, as appropriate, shall be deemed to be exercised ninety (90) days from the date (the "“Exercise Date"”) the Company receives the Exercise Notice. (c) The Holder shall make payment for the exercise of the Warrant, or a portion thereof, as appropriate, in the form of cash, or in lieu of cash, the Holder may elect to receive such number of Shares equal to the value (as determined below) of the exercised Warrant, or portion thereof, by indicating in the Exercise Notice the Holder's ’s desire to consummate a cashless exercise ("“Cashless Exercise Notice"”), in which event the Company shall issue to the Holder a number of Shares computed using the following formula: X = Y x ( A - – B ) X = ------------------ A Where:

Duration and Exercise of Warrant. Subject to Sections 2(b), 4, 5, 6 and 7 herein, the parties hereto agree as follows, (a) Subject to the remaining provisions of this Agreement, the Warrant may be exercised, in whole or in part, by IITRI IIT and/or its permitted transferees (IITRI IIT and its permitted transferees are hereinafter referred to individually or collectively as the "“Holder"”) on any business day on or after the Effective Date and through and including (i) the date that is thirty (30) following the date of the Company's delivery to the Holder of the appraisal performed by an independent appraiser at the Company's request in connection with the Alion Science and Technology Corporation Employee OwnershipSeptember 5, Savings and Investment Plan 2013 (the "ESOP") that sets forth the per share value of the Common Stock as of September 30, 2008 (the "September 2008 Appraisal"), if the ESOP is still in existence on September 30, 2008 and if none of clauses (a), (b) and (c) of the definition of "Current Market Price" in Section 3(c)(ii) below are applicable; provided that the September 2008 Appraisal shall not reflect any discount for any lack of liquidity or absence of control, or (ii) the sixth (6th) anniversary of the Effective Date, if the ESOP is not still in existence on September 30, 2008 or if one of the clauses (a), (b) or (c) of the definition of "Current Market Price" in Section 3(c)(ii) below is applicable (in each case, the "“Expiration Date"”). At 5:00 P.M., Eastern Standard Time, on the Expiration Date, the Warrant shall be and become void and of no value to the extent it has not been exercised prior to such time. (b) The Holder shall not be entitled to exercise any portion of the Warrant unless it has delivered written notice in the form of the Form of Election to Purchase attached hereto as Exhibit A (the "“Exercise Notice"”) to the Company in accordance with Section 15 of this Warrant Agreement ninety (90) days prior to the proposed effective date of such exercise. Subject to the terms of Sections 2(h), 6(b) and 7(b), the Warrant or a portion thereof, as appropriate, shall be deemed to be exercised ninety (90) days from the date (the "“Exercise Date"”) the Company receives the Exercise Notice. (c) The Holder shall make payment for the exercise of the Warrant, or a portion thereof, as appropriate, in the form of cash, or in lieu of cash, the Holder may elect to receive such number of Shares equal to the value (as determined below) of the exercised Warrant, or portion thereof, by indicating in the Exercise Notice the Holder's ’s desire to consummate a cashless exercise ("“Cashless Exercise Notice"”), in which event the Company shall issue to the Holder a number of Shares computed using the following formula: X = Y x ( A - – B ) X = ------------------ A Where:

Duration and Exercise of Warrant. Subject to Sections 2(b), 4, 5, 6 and 7 herein, the parties hereto agree as follows, (a) Subject to the remaining provisions of this Agreement, the Warrant may be exercised, in whole or in part, by IITRI Atefi and/or its his permitted transferees (IITRI Atefi and its his permitted transferees tran▇▇▇▇▇es are hereinafter referred to individually indi▇▇▇▇▇lly or collectively as the "Holder") on any business day on or after the Effective Date and through and including (i) the date that is thirty (30) following the date of the Company's delivery to the Holder of the appraisal performed by an independent appraiser at the Company's request in connection with the Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan (the "ESOP") that sets forth the per share value of the Common Stock as of September 30, 2008 (the "September 2008 Appraisal"), if the ESOP is still in existence on September 30, 2008 and if none of clauses (a), (b) and (c) of the definition of "Current Market Price" in Section 3(c)(ii) below are applicable; provided that the September 2008 Appraisal shall not reflect any discount for any lack of liquidity or absence of control, or (ii) the sixth (6th) anniversary of the Effective Date, if the ESOP is not still in existence on September 30, 2008 or if one of the clauses (a), (b) or (c) of the definition of "Current Market Price" in Section 3(c)(ii) below is applicable (in each case, the "Expiration Date"). At 5:00 P.M., Eastern Standard Time, on the Expiration Date, the Warrant shall be and become void and of no value to the extent it has not been exercised prior to such time. (b) The Holder shall not be entitled to exercise any portion of the Warrant unless it has delivered written notice in the form of the Form of Election to Purchase attached hereto as Exhibit A (the "Exercise Notice") to the Company in accordance with Section 15 of this Warrant Agreement ninety (90) days prior to the proposed effective date of such exercise. Subject to the terms of Sections 2(h), 6(b) and 7(b), the Warrant or a portion thereof, as appropriate, shall be deemed to be exercised ninety (90) days from the date (the "Exercise Date") the Company receives the Exercise Notice. (c) The Holder shall make payment for the exercise of the Warrant, or a portion thereof, as appropriate, in the form of cash, or in lieu of cash, the Holder may elect to receive such number of Shares equal to the value (as determined below) of the exercised Warrant, or portion thereof, by indicating in the Exercise Notice the Holder's desire to consummate a cashless exercise ("Cashless Exercise Notice"), in which event the Company shall issue to the Holder a number of Shares computed using the following formula: Y x ( A - B ) X = ------------------ ------------- A Where:

Duration and Exercise of Warrant. Subject to Sections 2(b), 4, 5, 6 and 7 herein, the parties hereto agree as follows, (a) Subject to the remaining provisions of this Agreement, the Warrant may be exercised, in whole or in part, by IITRI Atefi and/or its his permitted transferees (IITRI Atefi and its his permitted transferees tran▇▇▇▇▇es are hereinafter referred to individually indi▇▇▇▇▇lly or collectively as the "Holder") on any business day on or after the Effective Date and through and including (i) the date that is thirty (30) days following the date of the Company's delivery to the Holder of the appraisal performed by an independent appraiser at the Company's request in connection with the Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan (the "ESOP") that sets forth the per share value of the Common Stock as of September 30, 2008 2010 (the "September 2008 2010 Appraisal"), if the ESOP is still in existence on September 30, 2008 2010 and if none of clauses (a), (b) and (c) of the definition of "Current Market Price" in Section 3(c)(ii) below are applicable; provided that the September 2008 2010 Appraisal shall not reflect any discount for any lack of liquidity or absence of control, or (ii) the sixth eighth (6th8th) anniversary of the Effective Date, if the ESOP is not still in existence on September 30, 2008 or if one of the clauses (a), (b) or (c) of the definition of "Current Market Price" in Section 3(c)(ii) below is applicable (in each case, the "Expiration Date"). At 5:00 P.M., Eastern Standard Time, on the Expiration Date, the Warrant shall be and become void and of no value to the extent it has not been exercised prior to such time. (b) The Holder shall not be entitled to exercise any portion of the Warrant unless it has delivered written notice in the form of the Form of Election to Purchase attached hereto as Exhibit A (the "Exercise Notice") to the Company in accordance with Section 15 of this Warrant Agreement ninety (90) days prior to the proposed effective date of such exercise. Subject to the terms of Sections 2(h), 6(b) and 7(b), the Warrant or a portion thereof, as appropriate, shall be deemed to be exercised ninety (90) days from the date (the "Exercise Date") the Company receives the Exercise Notice. (c) The Holder shall make payment for the exercise of the Warrant, or a portion thereof, as appropriate, in the form of cash, or in lieu of cash, the Holder may elect to receive such number of Shares equal to the value (as determined below) of the exercised Warrant, or portion thereof, by indicating in the Exercise Notice the Holder's desire to consummate a cashless exercise ("Cashless Exercise Notice"), in which event the Company shall issue to the Holder a number of Shares computed using the following formula: Y x ( A - B ) X = ------------------ A Where:A

Duration and Exercise of Warrant. Subject to Sections 2(b), 4, 5, 6 and 7 herein, the parties hereto agree as follows, (a) Subject to the remaining provisions of this Agreement, the Warrant may be exercised, in whole or in part, by IITRI and/or its permitted transferees (IITRI and its permitted transferees are hereinafter referred to individually or collectively as the "Holder") on any business day on or after the Effective Date and through and including (i) the date that is thirty (30) following the date of the Company's delivery to the Holder of the appraisal performed by an independent appraiser at the Company's request in connection with the Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan (the "ESOP") that sets forth the per share value of the Common Stock as of September 30, 2008 (the "September 2008 Appraisal"), if the ESOP is still in existence on September 30, 2008 and if none of clauses (a), (b) and (c) of the definition of "Current Market Price" in Section 3(c)(ii) below are applicable; provided that the September 2008 Appraisal shall not reflect any discount for any lack of liquidity or absence of control, or (ii) the sixth (6th) anniversary of the Effective Date, if the ESOP is not still in existence on September 30, 2008 or if one of the clauses (a), (b) or (c) of the definition of "Current Market Price" in Section 3(c)(ii) below is applicable (in each case, the "Expiration Date"). At 5:00 P.M., Eastern Standard Time, on the Expiration Date, the Warrant shall be and become void and of no value to the extent it has not been exercised prior to such time. (b) The Holder shall not be entitled to exercise any portion of the Warrant unless it has delivered written notice in the form of the Form of Election to Purchase attached hereto as Exhibit A (the "Exercise Notice") to the Company in accordance with Section 15 of this Warrant Agreement ninety (90) days prior to the proposed effective date of such exercise. Subject to the terms of Sections 2(h), 6(b) and 7(b), the Warrant or a portion thereof, as appropriate, shall be deemed to be exercised ninety (90) days from the date (the "Exercise Date") the Company receives the Exercise Notice. (c) The Holder shall make payment for the exercise of the Warrant, or a portion thereof, as appropriate, in the form of cash, or in lieu of cash, the Holder may elect to receive such number of Shares equal to the value (as determined below) of the exercised Warrant, or portion thereof, by indicating in the Exercise Notice the Holder's desire to consummate a cashless exercise ("Cashless Exercise Notice"), in which event the Company shall issue to the Holder a number of Shares computed using the following formula: Y x ( A - B ) X = ------------------ A Where:

Duration and Exercise of Warrant. Subject to Sections 2(b), 4, 5, 6 and 7 herein, the parties hereto agree as follows, (a) Subject to the remaining provisions of this Agreement, the Warrant may be exercised, in whole or in part, by IITRI Trichka and/or its his permitted transferees (IITRI Trichka and its his permitted transferees are hereinafter referred to individually or collectively as the "Holder") on any business day on or after the Effective Date and through and including (i) the date that is thirty (30) days following the date of the Company's delivery to the Holder of the appraisal performed by an independent appraiser at the Company's request in connection with the Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan (the "ESOP") that sets forth the per share value of the Common Stock as of September 30, 2008 2010 (the "September 2008 2010 Appraisal"), if the ESOP is still in existence on September 30, 2008 2010 and if none of clauses (a), (b) and (c) of the definition of "Current Market Price" in Section 3(c)(ii) below are applicable; provided that the September 2008 2010 Appraisal shall not reflect any discount for any lack of liquidity or absence of control, or (ii) the sixth eighth (6th8th) anniversary of the Effective Date, if the ESOP is not still in existence on September 30, 2008 or if one of the clauses (a), (b) or (c) of the definition of "Current Market Price" in Section 3(c)(ii) below is applicable (in each case, the "Expiration Date"). At 5:00 P.M., Eastern Standard Time, on the Expiration Date, the Warrant shall be and become void and of no value to the extent it has not been exercised prior to such time. (b) The Holder shall not be entitled to exercise any portion of the Warrant unless it has delivered written notice in the form of the Form of Election to Purchase attached hereto as Exhibit A (the "Exercise Notice") to the Company in accordance with Section 15 of this Warrant Agreement ninety (90) days prior to the proposed effective date of such exercise. Subject to the terms of Sections 2(h), 6(b) and 7(b), the Warrant or a portion thereof, as appropriate, shall be deemed to be exercised ninety (90) days from the date (the "Exercise Date") the Company receives the Exercise Notice. (c) The Holder shall make payment for the exercise of the Warrant, or a portion thereof, as appropriate, in the form of cash, or in lieu of cash, the Holder may elect to receive such number of Shares equal to the value (as determined below) of the exercised Warrant, or portion thereof, by indicating in the Exercise Notice the Holder's desire to consummate a cashless exercise ("Cashless Exercise Notice"), in which event the Company shall issue to the Holder a number of Shares computed using the following formula: Y x ( A - B ) X = ------------------ A Where:A