EXHIBIT 10.12
REGISTRATION RIGHTS AGREEMENT
among
SRA INTERNATIONAL, INC.,
GENERAL ATLANTIC PARTNERS 75 L.P.,
GAP COINVESTMENT PARTNERS II, L.P.,
GAPSTAR, LLC
and
GAPCO GMBH & CO. KG
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Dated: April 23, 2002
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TABLE OF CONTENTS
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Page
1. Definitions.....................................................................................1
2. General; Securities Subject to this Agreement...................................................5
(a) Grant of Rights........................................................................5
(b) Registrable Securities.................................................................5
3. Demand Registration.............................................................................5
(a) Request for Demand Registration........................................................5
(b) Incidental or "Piggy-Back" Rights with Respect to a Demand Registration................6
(c) Effective Demand Registration..........................................................7
(d) Expenses...............................................................................7
(e) Underwriting Procedures................................................................7
(f) Selection of Underwriters..............................................................8
4. Incidental or "Piggy-Back" Registration.........................................................8
(a) Request for Incidental Registration....................................................8
(b) Expenses...............................................................................9
5. Form S-3 Registration...........................................................................9
(a) Request for a Form S-3 Registration....................................................9
(b) Form S-3 Underwriting Procedures.......................................................9
(c) Limitations on Form S-3 Registrations.................................................10
(d) Expenses..............................................................................11
(e) No Demand Registration................................................................11
6. Restrictions on Public Sale by Designated Holders..............................................11
7. Registration Procedures........................................................................11
(a) Obligations of the Company............................................................11
(b) Seller Information....................................................................14
(c) Notice to Discontinue.................................................................14
(d) Registration Expenses.................................................................15
8. Indemnification; Contribution..................................................................15
(a) Indemnification by the Company........................................................15
(b) Indemnification by Designated Holders.................................................16
(c) Conduct of Indemnification Proceedings................................................16
(d) Contribution..........................................................................17
9. Rule 144.......................................................................................18
10. Miscellaneous..................................................................................18
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Page
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(a) Recapitalizations, Exchanges, etc. ...................................................18
(b) No Inconsistent Agreements............................................................18
(c) Remedies..............................................................................18
(d) Amendments and Waivers................................................................19
(e) Notices...............................................................................19
(f) Successors and Assigns; Third Party Beneficiaries.....................................21
(g) Counterparts..........................................................................21
(h) Headings..............................................................................21
(i) GOVERNING LAW.........................................................................21
(j) Severability..........................................................................21
(k) Rules of Construction.................................................................21
(l) Entire Agreement. ...................................................................21
(m) Further Assurances....................................................................22
(n) Other Agreements......................................................................22
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REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated April 23, 2002 (this
"Agreement"), among SRA International, Inc., a Delaware corporation (the
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"Company"), General Atlantic Partners 75, L.P., a Delaware limited partnership
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("GAP LP"), GAP Coinvestment Partners II, L.P., a Delaware limited partnership
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("GAP Coinvestment"), GapStar, LLC, a Delaware limited liability company
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("GapStar"), and GAPCO GmbH & Co. KG, a German limited partnership ("GAPCO KG"
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and together with GAP LP, GAP Coinvestment and GapStar, the "Purchasers").
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WHEREAS, pursuant to the Stock Purchase Agreement, dated
April 22, 2002 (the "Stock Purchase Agreement"), among the Company, GAP LP, GAP
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Coinvestment, GapStar, GAPCO KG and the Stockholders listed on Schedule I
thereto (the "Selling Stockholders"), (i) the Company has agreed to issue and
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sell to the Purchasers an aggregate of 910,092 shares of Common Stock (as
hereinafter defined) and (ii) the Selling Stockholders have agreed to sell to
the Purchasers an aggregate of 2,689,908 shares of Common Stock (all of the
shares of Common Stock purchased by the Purchasers pursuant to the Stock
Purchase Agreement, the "Purchased Shares"); and
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WHEREAS, in order to induce each of the Purchasers to purchase
its shares of Common Stock, the Company has agreed to grant registration rights
with respect to the Registrable Securities (as hereinafter defined) as set forth
in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and for good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto agree as
follows:
1. Definitions. As used in this Agreement, and unless the
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context requires a different meaning, the following terms have the meanings
indicated:
"Affiliate" shall mean any Person who is an "affiliate" as
defined in Rule 12b-2 of the General Rules and Regulations under the Exchange
Act.
"Agreement" means this Agreement as the same may be amended,
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supplemented or modified in accordance with the terms hereof.
"Approved Underwriter" has the meaning set forth in Section
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3(f) of this Agreement.
"Board of Directors" means the Board of Directors of the
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Company.
"Business Day" means any day other than a Saturday, Sunday or
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other day on which commercial banks in the State of New York are authorized or
required by law or executive order to close.
2
"Closing Price" means, with respect to the Registrable
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Securities, as of the date of determination, (a) if the Registrable Securities
are listed on a national securities exchange, the closing price per share of a
Registrable Security on such date published in The Wall Street Journal (National
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Edition) or, if no such closing price on such date is published in The Wall
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Street Journal (National Edition), the average of the closing bid and asked
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prices on such date, as officially reported on the principal national securities
exchange on which the Registrable Securities are then listed or admitted to
trading; or (b) if the Registrable Securities are not then listed or admitted to
trading on any national securities exchange but are designated as national
market system securities by the NASD, the last trading price per share of a
Registrable Security on such date; or (c) if there shall have been no trading on
such date or if the Registrable Securities are not designated as national market
system securities by the NASD, the average of the reported closing bid and asked
prices of the Registrable Securities on such date as shown by The Nasdaq Stock
Market, Inc. (or its successor) and reported by any member firm of The New York
Stock Exchange, Inc. selected by the Company; or (d) if none of (a), (b) or (c)
is applicable, a market price per share determined in good faith by the Board of
Directors or, if such determination is not satisfactory to the Designated Holder
for whom such determination is being made, by a nationally recognized investment
banking firm selected by the Company and such Designated Holder, the expenses
for which shall be borne equally by the Company and such Designated Holder. If
trading is conducted on a continuous basis on any exchange, then the closing
price shall be at 4:00 P.M. New York City time.
"Commission" means the Securities and Exchange Commission or
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any similar agency then having jurisdiction to enforce the Securities Act.
"Common Stock" means the Class A Common Stock, par value
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$0.004 per share, of the Company and any other capital stock of the Company into
which such stock is reclassified or reconstituted and any other common stock of
the Company.
"Company" has the meaning set forth in the preamble to this
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Agreement.
"Company Underwriter" has the meaning set forth in Section
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4(a) of this Agreement.
"Demand Registration" has the meaning set forth in Section
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3(a) of this Agreement.
"Designated Holder" means each of the General Atlantic
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Stockholders and any transferee of any of them to whom Registrable Securities
have been transferred in accordance with Section 10(f) of this Agreement, other
than a transferee to whom Registrable Securities have been transferred pursuant
to a Registration Statement under the Securities Act or Rule 144 or Regulation S
under the Securities Act (or any successor rule thereto).
"Exchange Act" means the Securities Exchange Act of 1934, as
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amended, and the rules and regulations of the Commission thereunder.
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"GAP Coinvestment" has the meaning set forth in the preamble
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to this Agreement.
"GAP LLC" means General Atlantic Partners, LLC, a Delaware
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limited liability company and the general partner of GAP LP and the managing
member of GapStar, and any successor to such entity.
"GAP LP" has the meaning set forth in the preamble to this
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Agreement.
"GAPCO KG" has the meaning set forth in the preamble to this
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Agreement.
"GapStar" has the meaning set forth in the preamble to this
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Agreement.
"General Atlantic Designee" has the meaning set forth in the
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Stockholders Agreement.
"General Atlantic Stockholders" means GAP LP, GAP
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Coinvestment, GapStar, GAPCO KG, any Subsequent General Atlantic Purchaser and
any Affiliate thereof to whom Registrable Securities are transferred in
accordance with Section 10(f) of this Agreement.
"Holders' Counsel" has the meaning set forth in Section
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7(a)(i) of this Agreement.
"Incidental Registration" has the meaning set forth in Section
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4(a) of this Agreement.
"Indemnified Party" has the meaning set forth in Section 8(c)
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of this Agreement.
"Indemnifying Party" has the meaning set forth in Section 8(c)
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of this Agreement.
"Initial Public Offering" means the initial public offering of
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the shares of Common Stock of the Company pursuant to an effective Registration
Statement filed under the Securities Act.
"Initiating Holders" has the meaning set forth in Section 3(a)
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of this Agreement.
"Inspector" has the meaning set forth in Section 7(a)(vii) of
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this Agreement.
"IPO Effectiveness Date" means the date the Company
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consummates its Initial Public Offering.
"Liability" has the meaning set forth in Section 8(a) of this
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Agreement.
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"Major Stockholders" has the meaning set forth in the
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Stockholders Agreement.
"Market Price" means, on any date of determination, the
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average of the daily Closing Price of the Registrable Securities for the
immediately preceding thirty (30) days on which the national securities
exchanges are open for trading.
"NASD" means the National Association of Securities Dealers,
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Inc.
"Person" means any individual, firm, corporation, partnership,
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limited liability company, trust, incorporated or unincorporated association,
joint venture, joint stock company, limited liability company, government (or an
agency or political subdivision thereof) or other entity of any kind, and shall
include any successor (by merger or otherwise) of such entity.
"Purchased Shares" has the meaning set forth in the recitals
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to this Agreement.
"Records" has the meaning set forth in Section 7(a)(vii) of
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this Agreement.
"Registrable Securities" means each of the following: (a) any
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and all Purchased Shares, (b) any shares of Common Stock acquired or owned by
any of the Designated Holders after the date hereof if such Designated Holder is
an Affiliate of the Company and (c) any shares of Common Stock issued or
issuable to any of the Designated Holders with respect to the foregoing by way
of stock dividend, stock split, recapitalization or other similar event thereof.
"Registration Expenses" has the meaning set forth in Section
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7(d) of this Agreement.
"Registration Statement" means a Registration Statement filed
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pursuant to the Securities Act.
"S-3 Initiating Holders" has the meaning set forth in Section
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5(a) of the Agreement.
"S-3 Registration" has the meaning set forth in Section 5(a)
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of this Agreement.
"Securities Act" means the Securities Act of 1933, as amended,
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and the rules and regulations of the Commission promulgated thereunder.
"Selling Stockholders" has the meaning set forth in the
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recitals to this Agreement.
"Stock Equivalent" means any security or obligation which is
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convertible, exchangeable or exercisable into or for shares of Common Stock or
capital stock of the
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Company, and any option, warrant or other subscription or purchase right with
respect to any of the foregoing.
"Stockholders Agreement" means the Stockholders Agreement,
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dated the date hereof, among the Purchasers, the Company and the Persons listed
on Schedule I thereto.
"Stock Purchase Agreement" has the meaning set forth in the
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recitals to this Agreement.
"Subsequent General Atlantic Purchaser" means any Affiliate of
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GAP LLC that, after the date hereof, acquires shares of Common Stock, other
shares of capital stock of the Company, or any Stock Equivalent.
"Valid Business Reason" has the meaning set forth in Section
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3(a) of this Agreement.
2. General; Securities Subject to this Agreement.
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(a) Grant of Rights. The Company hereby grants
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registration rights to the Designated Holders upon the terms and conditions set
forth in this Agreement.
(b) Registrable Securities. For the purposes of this
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Agreement, Registrable Securities owned by a Designated Holder will cease to be
Registrable Securities upon the earliest of (i) the date a Registration
Statement covering such Registrable Securities has been declared effective under
the Securities Act by the Commission and such Registrable Securities have been
disposed of pursuant to such effective Registration Statement, (ii) the date the
entire amount of the Registrable Securities owned by such Designated Holder may
be sold in a single sale, in the opinion of counsel satisfactory to the Company
and such Designated Holder, each in their reasonable judgment, without any
limitation as to volume pursuant to Rule 144 (or any successor provision then in
effect) under the Securities Act or (iii) the date the Registrable Securities
are proposed to be sold or distributed by a Person not entitled to the
registration rights granted by this Agreement.
3. Demand Registration.
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(a) Request for Demand Registration. Subject to the
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proviso at the end of this sentence, at any time commencing on the later of (i)
the IPO Effectiveness Date and (ii) the second anniversary of the date of this
Agreement, the General Atlantic Stockholders, acting through GAP LP or its
written designee, the identity of which shall be certified to the Company in
writing by the General Atlantic Stockholders (the "Initiating Holders"), may
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make a written request to the Company to register, and the Company shall
register, under the Securities Act (other than pursuant to a Registration
Statement on Form S-4 or S-8 or any successor thereto) (a "Demand
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Registration"), the number of Registrable Securities held by such Initiating
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Holders stated in such request;
provided, however, that the Company shall not be obligated to effect (i) any
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such Demand Registration if the Company is eligible to use Form S-3 (or any
successor form thereto) and the Initiating Holders are permitted to initiate an
S-3 Registration pursuant to Section 5(a) and (ii) more than one such Demand
Registration for the Initiating Holders unless less than seventy-five percent
(75%) of the Initiating Holders' requested securities were included in the
previous Demand Registration, in which case the Initiating Holders shall have
the right to require the Company to effect one additional Demand Registration.
Notwithstanding the foregoing, the Company shall not be required to effect more
than two Demand Registrations in total. If the Board of Directors, in its good
faith judgment, determines that any registration of Registrable Securities
should not be made or continued because it would interfere with any material
financing, acquisition, corporate reorganization or merger or other material
transaction involving the Company (a "Valid Business Reason"), the Company may
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(x) postpone filing a Registration Statement relating to a Demand Registration
until such Valid Business Reason no longer exists, but in no event for more than
ninety (90) days, and (y) in case a Registration Statement has been filed
relating to a Demand Registration, the Company, upon the approval of a majority
of the Board of Directors, may cause such Registration Statement to be withdrawn
and its effectiveness terminated or may postpone amending or supplementing such
Registration Statement. The Company shall give written notice of its
determination to postpone or withdraw a Registration Statement and of the fact
that the Valid Business Reason for such postponement or withdrawal no longer
exists, in each case, promptly after the occurrence thereof. Notwithstanding
anything to the contrary contained herein, the Company may not postpone or
withdraw a filing under this Section 3(a) more than once in any twelve (12)
month period. Each request for a Demand Registration by the Initiating Holders
shall state the amount of the Registrable Securities proposed to be sold and the
intended method of disposition thereof.
(b) Incidental or "Piggy-Back" Rights with Respect to
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a Demand Registration. Each of the Designated Holders (other than Initiating
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Holders which have requested a registration under Section 3(a)) may offer its or
his Registrable Securities under any Demand Registration pursuant to this
Section 3(b). Within five (5) days after the receipt of a request for a Demand
Registration from an Initiating Holder, the Company shall (i) give written
notice thereof to all of the Designated Holders (other than Initiating Holders
which have requested a registration under Section 3(a)) and (ii) subject to
Section 3(e), include in such registration all of the Registrable Securities
held by such Designated Holders from whom the Company has received a written
request for inclusion therein within ten (10) days after the Company gives
notice to such Designated Holders, such written notice referred to in clause (i)
above. Each such request by such Designated Holders shall specify the number of
Registrable Securities proposed to be registered. The failure of any Designated
Holder to respond within such 10-day period referred to in clause (ii) above
shall be deemed to be a waiver of such Designated Holder's rights under this
Section 3 with respect to such Demand Registration. Any Designated Holder may
waive its rights under this Section 3 prior to the expiration of such 10-day
period by giving written notice to the Company, with a copy to the Initiating
Holders. If a Designated Holder sends the Company a written request for
inclusion of part or all of such Designated Holder's Registrable Securities in a
registration, such Designated Holder shall not be entitled to withdraw or revoke
such
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request without the prior written consent of the Company in its sole discretion
unless, as a result of facts or circumstances arising after the date on which
such request was made relating to the Company or to market conditions, such
Designated Holder reasonably determines that participation in such registration
would have a material adverse effect on such Designated Holder.
(c) Effective Demand Registration. The Company shall
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use its reasonable best efforts to cause any such Demand Registration to become
and remain effective not later than ninety (90) days after it receives a request
under Section 3(a) hereof. A registration shall not constitute a Demand
Registration until it has become effective and remains continuously effective
for the lesser of (i) the period during which all Registrable Securities
registered in the Demand Registration are sold and (ii) 120 days; provided,
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however, that a registration shall not constitute a Demand Registration if (x)
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after such Demand Registration has become effective, such registration or the
related offer, sale or distribution of Registrable Securities thereunder is
interfered with by any stop order, injunction or other order or requirement of
the Commission or other governmental agency or court for any reason not
attributable to the Initiating Holders and such interference is not thereafter
eliminated or (y) the conditions specified in the underwriting agreement, if
any, entered into in connection with such Demand Registration are not satisfied
or waived, other than by reason of a failure by the Initiating Holder.
(d) Expenses. The Company shall pay all Registration
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Expenses in connection with a Demand Registration, whether or not such Demand
Registration becomes effective, provided, however, that if an Initiating Holder
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requests a Demand Registration and subsequently withdraws its request, then such
Initiating Holder shall either pay all Registration Expenses incurred in
connection with such Demand Registration or forfeit a Demand Registration,
unless the withdrawal of such request is the result of facts or circumstances
arising after the date on which such request was made relating to the Company or
to market conditions which such Initiating Holder reasonably determines would
have a material adverse effect on the offering of its Registrable Securities.
(e) Underwriting Procedures. If the Initiating Holders
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holding a majority of the Registrable Securities held by all of the Initiating
Holders so elect, the Company shall use its reasonable best efforts to cause
such Demand Registration to be in the form of a firm commitment underwritten
offering and the managing underwriter or underwriters selected for such offering
shall be the Approved Underwriter selected in accordance with Section 3(f). In
connection with any Demand Registration under this Section 3 involving an
underwritten offering, none of the Registrable Securities held by any Designated
Holder making a request for inclusion of such Registrable Securities pursuant to
Section 3(b) hereof shall be included in such underwritten offering unless such
Designated Holder accepts the terms of the offering as agreed upon by the
Company, the Initiating Holders and the Approved Underwriter, and then only in
such quantity as will not, in the opinion of the Approved Underwriter,
jeopardize the success of such offering by the Initiating Holders. If the
Approved Underwriter advises the Company that the aggregate amount of such
Registrable Securities requested to be
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included in such offering is sufficiently large to have a material adverse
effect on the success of such offering, then the Company shall include in such
registration only the aggregate amount of Registrable Securities that the
Approved Underwriter believes may be sold without any such material adverse
effect and shall reduce the amount of Registrable Securities to be included in
such registration, first as to the Company, second as to the Designated Holders
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(who are not Initiating Holders and who requested to participate in such
registration pursuant to Section 3(b) hereof) as a group, if any, and third as
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to the Initiating Holders as a group, pro rata within each group based on the
number of Registrable Securities owned by each such Designated Holder or
Initiating Holder, as the case may be.
(f) Selection of Underwriters. If any Demand
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Registration or S-3 Registration, as the case may be, of Registrable Securities
is in the form of an underwritten offering, the Company shall select and obtain
an investment banking firm of national reputation to act as the managing
underwriter of the offering (the "Approved Underwriter"); provided, however,
that the Approved Underwriter shall, in any case, also be approved by the
Initiating Holders or S-3 Initiating Holders holding a majority of the
Registrable Securities held by all the Initiating Holders or S-3 Initiating
Holders hereunder, as the case may be, such approval not to be unreasonably
withheld.
4. Incidental or "Piggy-Back" Registration.
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(a) Request for Incidental Registration. At any time
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commencing on the later of (i) the IPO Effectiveness Date and (ii) October 23,
2003, if the Company proposes to file a Registration Statement under the
Securities Act with respect to an offering by the Company for its own account
(other than a Registration Statement on Form S-4 or S-8 or any successor
thereto) or for the account of any stockholder of the Company other than the
Designated Holders, then the Company shall give written notice of such proposed
filing to each of the Designated Holders at least twenty (20) days before the
anticipated filing date, and such notice shall describe the proposed
registration and distribution and offer such Designated Holders the opportunity
to register the number of Registrable Securities as each such Designated Holder
may request (an "Incidental Registration"). The Company shall use its reasonable
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best efforts (within twenty (20) days of the notice provided for in the
preceding sentence) to cause the managing underwriter or underwriters in the
case of a proposed underwritten offering (the "Company Underwriter") to permit
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each of the Designated Holders who have requested in writing to participate in
the Incidental Registration to include its or his Registrable Securities in such
offering on the same terms and conditions as the securities of the Company or
the account of such other stockholder, as the case may be, included therein. In
connection with any Incidental Registration under this Section 4(a) involving an
underwritten offering, the Company shall not be required to include any
Registrable Securities in such underwritten offering unless the Designated
Holders thereof accept the terms of the underwritten offering as agreed upon
between the Company, such other stockholders, if any, and the Company
Underwriter, and then only in such quantity as the Company Underwriter believes
will not jeopardize the success of the offering by the Company. If the Company
Underwriter determines that the registration of all or part of the Registrable
Securities which the Designated Holders have requested to be included
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would materially adversely affect the success of such offering, then the Company
shall be required to include Registrable Securities in such Incidental
Registration only to the extent of the amount that the Company Underwriter
believes may be sold without causing such adverse effect, in the following order
of priority: first, all of the securities to be offered for the account of the
Company; second, the Registrable Securities to be offered for the account of the
Designated Holders pursuant to this Section 4, pro rata based on the number of
Registrable Securities owned by each such Designated Holder; and third, any
other securities requested to be included in such offering.
(b) Expenses. The Company shall bear all Registration
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Expenses in connection with any Incidental Registration pursuant to this Section
4, whether or not such Incidental Registration becomes effective.
5. Form S-3 Registration.
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(a) Request for a Form S-3 Registration. At any time
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commencing on the later of (i) the IPO Effectiveness Date and (ii) the second
anniversary of the date of this Agreement (if the Company is eligible for use of
Form S-3 (or any successor form thereto) under the Securities Act in connection
with a public offering of its securities), in the event that the Company shall
receive from one or more of the General Atlantic Stockholders as a group, acting
through GAP LLC or its written designee (the "S-3 Initiating Holders"), a
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written request that the Company register, under the Securities Act on Form S-3
(or any successor form then in effect) (an "S-3 Registration"), all or a portion
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of the Registrable Securities owned by such S-3 Initiating Holders, the Company
shall give written notice of such request to all of the Designated Holders
(other than S-3 Initiating Holders which have requested an S-3 Registration
under this Section 5(a)) at least ten (10) days before the anticipated filing
date of such Form S-3, and such notice shall describe the proposed registration
and offer such Designated Holders the opportunity to register the number of
Registrable Securities as each such Designated Holder may request in writing to
the Company, given within ten (10) days after their receipt from the Company of
the written notice of such registration. With respect to each S-3 Registration,
the Company shall, subject to Section 5(b), (i) include in such offering the
Registrable Securities of the S-3 Initiating Holders and (ii) use its reasonable
best efforts to (x) cause such registration pursuant to this Section 5(a) to
become and remain effective as soon as practicable, but in any event not later
than forty-five (45) days after it receives a request therefor and (y) include
in such offering the Registrable Securities of the Designated Holders (other
than S-3 Initiating Holders which have requested an S-3 Registration under this
Section 5(a)) who have requested in writing to participate in such registration
on the same terms and conditions as the Registrable Securities of the S-3
Initiating Holders included therein.
(b) Form S-3 Underwriting Procedures. If the S-3
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Initiating Holders holding a majority of the Registrable Securities held by all
of the S-3 Initiating Holders so elect, the Company shall use its reasonable
best efforts to cause such S-3 Registration pursuant to this Section 5 to be in
the form of a firm commitment underwritten offering and the managing underwriter
or underwriters selected for such offering shall be the Approved Underwriter
selected in accordance with Section 3(f).
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In connection with any S-3 Registration under Section 5(a) involving an
underwritten offering, the Company shall not be required to include any
Registrable Securities in such underwritten offering unless the Designated
Holders thereof accept the terms of the underwritten offering as agreed upon
between the Company, the Approved Underwriter and the S-3 Initiating Holders,
and then only in such quantity as such underwriter believes will not jeopardize
the success of such offering by the S-3 Initiating Holders. If the Approved
Underwriter believes that the registration of all or part of the Registrable
Securities which the S-3 Initiating Holders and the other Designated Holders
have requested to be included would materially adversely affect the success of
such public offering, then the Company shall be required to include in the
underwritten offering, to the extent of the amount that the Approved Underwriter
believes may be sold without causing such adverse effect, first, all of the
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Registrable Securities to be offered for the account of the S-3 Initiating
Holders, pro rata based on the number of Registrable Securities owned by such
S-3 Initiating Holders; second, the Registrable Securities to be offered for the
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account of the other Designated Holders who requested inclusion of their
Registrable Securities pursuant to Section 5(a), pro rata based on the number of
Registrable Securities owned by such Designated Holders; and third, any other
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securities requested to be included in such offering.
(c) Limitations on Form S-3 Registrations. If the
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Board of Directors has a ValidBusiness Reason, the Company may (x) postpone
filing a Registration Statement relating to a S-3 Registration until such Valid
Business Reason no longer exists, but in no event for more than ninety (90)
days, and (y) in case a Registration Statement has been filed relating to a S-3
Registration, if the Valid Business Reason has not resulted from actions taken
by the Company, the Company, upon the approval of a majority of the Board of
Directors, may cause such Registration Statement to be withdrawn and its
effectiveness terminated or may postpone amending or supplementing such
Registration Statement. The Company shall give written notice of its
determination to postpone or withdraw a Registration Statement and of the fact
that the Valid Business Reason for such postponement or withdrawal no longer
exists, in each case, promptly after the occurrence thereof. Notwithstanding
anything to the contrary contained herein, the Company may not postpone or
withdraw a filing due to a Valid Business Reason more than once in any twelve
(12) month period. In addition, the Company shall not be required to effect (i)
more than three (3) S-3 Registrations in the aggregate or (ii) any registration
pursuant to Section 5(a), (w) within ninety (90) days after the effective date
of any other Registration Statement of the Company, (x) if within the twelve
(12) month period preceding the date of such request, the Company has effected
one (1) registration on Form S-3 pursuant to Section 5(a), (y) if Form S-3 is
not available for such offering by the S-3 Initiating Holders or (z) if the S-3
Initiating Holders, together with the Designated Holders (other than S-3
Initiating Holders which have requested an S-3 Registration under Section 5(a))
registering Registrable Securities in such registration, propose to sell their
Registrable Securities at an aggregate price (calculated based upon the Market
Price of the Registrable Securities on the date of filing of the Form S-3 with
respect to such Registrable Securities) to the public of less than $10,000,000.
11
(d) Expenses. The Company shall bear all Registration
--------
Expenses in connection with any S-3 Registration pursuant to this Section 5,
whether or not such S-3 Registration become effective; provided, however, that
if an S-3 Initiating Holder requests an S-3 Registration and subsequently
withdraws its request, then such S-3 Initiating Holder shall either pay all
Registration Expenses incurred in connection with such S-3 Registration or
forfeit a S-3 Registration, unless the withdrawal of such request is the result
of facts or circumstances arising after the date on which such request was made
relating to the Company or to market conditions which such S-3 Initiating Holder
reasonably determines would have a material adverse effect on the offering of
its Registrable Securities.
(e) No Demand Registration. No registration requested
----------------------
by any S-3 Initiating Holder pursuant to this Section 5 shall be deemed a Demand
Registration pursuant to Section 3.
6. Restrictions on Public Sale by Designated Holders. To
-------------------------------------------------
the extent (i) requested (A) by the Company on the one hand or the Initiating
Holders or S-3 Initiating Holders, on the other hand, in the case of a
non-underwritten public offering and (B) by the Approved Underwriter or the
Company Underwriter, as the case may be, in the case of an underwritten public
offering and (ii) all of the Company's executive officers, directors and Major
Stockholders execute agreements identical to those referred to in this Section
6, each Designated Holder agrees (x) not to effect any public sale or
distribution of any Registrable Securities or of any securities convertible into
or exchangeable or exercisable for such Registrable Securities, including a sale
pursuant to Rule 144 under the Securities Act, or offer to sell, contract to
sell (including without limitation any short sale), grant any option to purchase
or enter into any hedging or similar transaction with the same economic effect
as a sale any Registrable Securities and (y) not to make any request for a
Demand Registration under this Agreement, during the ninety (90) day period or
such shorter period, if any, mutually agreed upon by such Designated Holder and
the requesting party beginning on the effective date of the Registration
Statement (except as part of such registration) for such public offering. No
Designated Holder of Registrable Securities subject to this Section 6(a) shall
be released from any obligation under any agreement, arrangement or
understanding entered into pursuant to this Section 6(a) unless all other
Designated Holders of Registrable Securities subject to the same obligation are
also released.
7. Registration Procedures.
-----------------------
(a) Obligations of the Company. Whenever registration
--------------------------
of Registrable Securities has been requested pursuant to Section 3, Section 4 or
Section 5 of this Agreement, the Company shall use its reasonable best efforts
to effect the registration and sale of such Registrable Securities in accordance
with the intended method of distribution thereof as quickly as practicable, and
in connection with any such request, the Company shall, as expeditiously as
possible:
(i) prepare and file with the Commission a
Registration Statement on any form for which the Company then qualifies or which
counsel for the
12
Company shall deem appropriate and which form shall be available for the
sale of such Registrable Securities in accordance with the intended method of
distribution thereof, and cause such Registration Statement to become effective;
provided, however, that (x) before filing a Registration Statement or prospectus
-------- -------
or any amendments or supplements thereto, the Company shall provide counsel
selected by the Designated Holders holding a majority of the Registrable
Securities being registered in such registration ("Holders Counsel") and any
---------------
other Inspector with an adequate and appropriate opportunity to review and
comment on such Registration Statement and each prospectus included therein (and
each amendment or supplement thereto) to be filed with the Commission, subject
to such documents being under the Company's control, and (y) the Company shall
notify the Holders Counsel and each seller of Registrable Securities of any stop
order issued or threatened by the Commission and take all action required to
prevent the entry of such stop order or to remove it if entered;
(ii) prepare and file with the Commission such
amendments and supplements to such Registration Statement and the prospectus
used in connection therewith as may be necessary to keep such Registration
Statement effective for the lesser of (x) 120 days and (y) such shorter period
which will terminate when all Registrable Securities covered by such
Registration Statement have been sold, and comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
Registration Statement during such period in accordance with the intended
methods of disposition by the sellers thereof set forth in such Registration
Statement;
(iii) furnish to each seller of Registrable
Securities such number of copies of such Registration Statement, each amendment
and supplement thereto (in each case including all exhibits thereto), and the
prospectus included in such Registration Statement (including each preliminary
prospectus) and any prospectus filed under Rule 424 under the Securities Act as
each such seller may reasonably request in order to facilitate the disposition
of the Registrable Securities owned by such seller;
(iv) register or qualify such Registrable
Securities under such other securities or "blue sky" laws of such jurisdictions
as any seller of Registrable Securities may request, and to continue such
qualification in effect in such jurisdiction for as long as permissible pursuant
to the laws of such jurisdiction, or for as long as any such seller requests or
until all of such Registrable Securities are sold, whichever is shortest, and do
any and all other acts and things which may be reasonably necessary or advisable
to enable any such seller to consummate the disposition in such jurisdictions of
the Registrable Securities owned by such seller; provided, however, that the
-------- -------
Company shall not be required to (x) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
Section 7(a)(iv), (y) subject itself to taxation in any such jurisdiction or (z)
consent to general service of process in any such jurisdiction;
(v) notify each seller of Registrable Securities
at any time when a prospectus relating thereto is required to be delivered under
the Securities Act, upon discovery that, or upon the happening of any event as a
result
13
of which, the prospectus included in such Registration Statement contains an
untrue statement of a material fact or omits to state any material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading and the Company
shall promptly prepare a supplement or amendment to such prospectus and furnish
to each seller of Registrable Securities a reasonable number of copies of such
supplement to or an amendment of such prospectus as may be necessary so that,
after delivery to the purchasers of such Registrable Securities, such prospectus
shall not contain an untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading;
(vi) enter into and perform customary agreements
(including an underwriting agreement in customary form with the Approved
Underwriter or Company Underwriter, if any, selected as provided in Section 3,
Section 4 or Section 5, as the case may be) and take such other actions as are
prudent and reasonably required in order to expedite or facilitate the
disposition of such Registrable Securities, including causing its officers to
participate in "road shows" and other information meetings organized by the
Approved Underwriter or Company Underwriter;
(vii) make available at reasonable times for
inspection by any seller of Registrable Securities, any managing underwriter
participating in any disposition of such Registrable Securities pursuant to a
Registration Statement, Holders' Counsel and any attorney, accountant or other
agent retained by any such seller or any managing underwriter (each, an
"Inspector" and collectively, the "Inspectors"), all financial and other
--------- ----------
records, pertinent corporate documents and properties of the Company and its
subsidiaries (collectively, the "Records") as shall be reasonably necessary to
-------
enable them to exercise their due diligence responsibility, and cause the
Company's and its subsidiaries' officers, directors and employees, and the
independent public accountants of the Company, to supply all information
reasonably requested by any such Inspector in connection with such Registration
Statement. Records that the Company determines, in good faith, to be
confidential and which it notifies the Inspectors are confidential shall not be
disclosed by the Inspectors (and the Inspectors shall confirm their agreement in
writing in advance to the Company if the Company shall so request) unless (x)
the disclosure of such Records is necessary, in the Company's judgment, to avoid
or correct a misstatement or omission in the Registration Statement, (y) the
release of such Records is ordered pursuant to a subpoena or other order from a
court of competent jurisdiction after exhaustion of all appeals therefrom or (z)
the information in such Records was known to the Inspectors on a
non-confidential basis prior to its disclosure by the Company or has been made
generally available to the public. Each seller of Registrable Securities agrees
that it shall, upon learning that disclosure of such Records is sought in a
court of competent jurisdiction, give notice to the Company and allow the
Company, at the Company's expense, to undertake appropriate action to prevent
disclosure of the Records deemed confidential;
(viii) if such sale is pursuant to an underwritten
offering, obtain a "cold comfort" letters dated the effective date of the
Registration Statement and the date of the closing under the underwriting
agreement from the Company's
14
independent public accountants in customary form and covering such matters of
the type customarily covered by "cold comfort" letters as Holders' Counsel or
the managing underwriter reasonably requests;
(ix) furnish, at the request of any seller of
Registrable Securities on the date such securities are delivered to the
underwriters for sale pursuant to such registration or, if such securities are
not being sold through underwriters, on the date the Registration Statement with
respect to such securities becomes effective, an opinion, dated such date, of
counsel representing the Company for the purposes of such registration,
addressed to the underwriters, if any, and to the seller making such request,
covering such legal matters with respect to the registration in respect of which
such opinion is being given as the underwriters, if any, and such seller may
reasonably request and are customarily included in such opinions;
(x) comply with all applicable rules and
regulations of the Commission, and make available to its security holders, as
soon as reasonably practicable but no later than fifteen (15) months after the
effective date of the Registration Statement, an earnings statement covering a
period of twelve (12) months beginning after the effective date of the
Registration Statement, in a manner which satisfies the provisions of Section
11(a) of the Securities Act and Rule 158 thereunder;
(xi) cause all such Registrable Securities to be
listed on each securities exchange on which similar securities issued by the
Company are then listed, provided that the applicable listing requirements are
--------
satisfied;
(xii) keep Holders' Counsel advised in writing as
to the initiation and progress of any registration under Section 3, Section 4 or
Section 5 hereunder;
(xiii) cooperate with each seller of Registrable
Securities and each underwriter participating in the disposition of such
Registrable Securities and their respective counsel in connection with any
filings required to be made with the NASD; and
(xiv) take all other steps reasonably necessary
to effect the registration of the Registrable Securities contemplated hereby.
(b) Seller Information. The Company may require each
------------------
seller of Registrable Securities as to which any registration is being effected
to furnish, and such seller shall furnish, to the Company such information
regarding the distribution of such securities as the Company may from time to
time reasonably request in writing.
(c) Notice to Discontinue. Each Designated Holder
---------------------
agrees that, upon receipt of any notice from the Company of the happening of any
event of the kind described in Section 7(a)(v), such Designated Holder shall
forthwith discontinue disposition of Registrable Securities pursuant to the
Registration Statement covering such Registrable Securities until such
Designated Holder's receipt of the copies of the supplemented or amended
prospectus contemplated by Section 7(a)(v) and, if so directed
15
by the Company, such Designated Holder shall deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such
Designated Holder's possession, of the prospectus covering such Registrable
Securities which is current at the time of receipt of such notice. If the
Company shall give any such notice, the Company shall extend the period during
which such Registration Statement shall be maintained effective pursuant to this
Agreement (including, without limitation, the period referred to in Section
7(a)(ii)) by the number of days during the period from and including the date of
the giving of such notice pursuant to Section 7(a)(v) to and including the date
when sellers of such Registrable Securities under such Registration Statement
shall have received the copies of the supplemented or amended prospectus
contemplated by and meeting the requirements of Section 7(a)(v).
(d) Registration Expenses. The Company shall pay all
---------------------
expenses arising from or incident to its performance of, or compliance with,
this Agreement, in connection with Registration Statements filed pursuant to the
terms of this Agreement, including, without limitation, (i) Commission, stock
exchange and NASD registration and filing fees, (ii) all fees and expenses
incurred in complying with securities or "blue sky" laws (including reasonable
fees, charges and disbursements of counsel to any underwriter incurred in
connection with "blue sky" qualifications of the Registrable Securities as may
be set forth in any underwriting agreement), (iii) all printing, messenger and
delivery expenses, (iv) the fees, charges and expenses of counsel to the Company
and of its independent public accountants and any other accounting fees, charges
and expenses incurred by the Company (including, without limitation, any
expenses arising from any "cold comfort" letters or any special audits incident
to or required by any registration or qualification) and the reasonable legal
fees and expenses incurred by one outside counsel for the General Atlantic
Stockholders (up to $20,000) in connection with a Demand Registration or an S-3
Registration, and (v) any liability insurance or other premiums for insurance
obtained by the Company in connection with any Demand Registration, or
Incidental Registration pursuant to the terms of this Agreement, regardless of
whether such Registration Statement is declared effective. All of the expenses
described in the preceding sentence of this Section 7(d) are referred to herein
as "Registration Expenses." The Designated Holders of Registrable Securities
sold pursuant to a Registration Statement shall bear the expense of any broker's
commission or underwriter s discount or commission relating to registration and
sale of such Designated Holders' Registrable Securities and, subject to clause
(iv) above, shall bear the fees and expenses of their own counsel.
8. Indemnification; Contribution.
-----------------------------
(a) Indemnification by the Company. The Company agrees
------------------------------
to indemnify and hold harmless each Designated Holder, its partners, directors,
officers, affiliates and each Person who controls (within the meaning of Section
15 of the Securities Act) such Designated Holder from and against any and all
losses, claims, damages, liabilities and expenses (including reasonable costs of
investigation) (each, a "Liability" and collectively, "Liabilities"), arising
--------- -----------
out of or based upon any untrue, or allegedly untrue, statement of a material
fact contained in any Registration Statement, prospectus or preliminary
prospectus or notification or offering circular (as amended or
16
supplemented if the Company shall have furnished any amendments or supplements
thereto) or arising out of or based upon any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading under the circumstances such statements
were made, except insofar as such Liability arises out of or is based upon any
untrue statement or alleged untrue statement or omission or alleged omission
contained in such Registration Statement, preliminary prospectus or final
prospectus in reliance and in conformity with information concerning such
Designated Holder furnished in writing to the Company by such Designated Holder
expressly for use therein, including, without limitation, the information
furnished to the Company pursuant to Section 8(b). The Company shall also
provide customary indemnities to any underwriters of the Registrable Securities,
their officers, directors and employees and each Person who controls such
underwriters (within the meaning of Section 15 of the Securities Act) to the
same extent as provided above with respect to the indemnification of the
Designated Holders of Registrable Securities.
(b) Indemnification by Designated Holders. In
-------------------------------------
connection with any Registration Statement in which a Designated Holder is
participating pursuant to Section 3, Section 4 or Section 5 hereof, each such
Designated Holder shall promptly furnish to the Company in writing such
information with respect to such Designated Holder as the Company may reasonably
request or as may be required by law for use in connection with any such
Registration Statement or prospectus and all information required to be
disclosed in order to make the information previously furnished to the Company
by such Designated Holder not materially misleading or necessary to cause such
Registration Statement not to omit a material fact with respect to such
Designated Holder necessary in order to make the statements therein not
misleading. Each Designated Holder agrees to indemnify and hold harmless the
Company, any underwriter retained by the Company and each Person who controls
the Company or such underwriter (within the meaning of Section 15 of the
Securities Act) to the same extent as the foregoing indemnity from the Company
to the Designated Holders, but only if such statement or alleged statement or
omission or alleged omission was made in reliance upon and in conformity with
information with respect to such Designated Holder furnished in writing to the
Company by such Designated Holder expressly for use in such Registration
Statement or prospectus, including, without limitation, the information
furnished to the Company pursuant to this Section 8(b); provided, however, that
-------- -------
the total amount to be indemnified by such Designated Holder pursuant to this
Section 8(b) shall be limited to the net proceeds (after deducting the
underwriters' discounts and commissions) received by such Designated Holder in
the offering to which the Registration Statement or prospectus relates.
(c) Conduct of Indemnification Proceedings. Any Person
--------------------------------------
entitled to indemnification hereunder (the "Indemnified Party") agrees to give
-----------------
prompt written notice to the indemnifying party (the "Indemnifying Party") after
------------------
the receipt by the Indemnified Party of any written notice of the commencement
of any action, suit, proceeding or investigation or threat thereof made in
writing for which the Indemnified Party intends to claim indemnification or
contribution pursuant to this Agreement; provided, however, that the failure so
-------- -------
to notify the Indemnifying Party shall not relieve the Indemnifying Party of any
Liability that it may have to the Indemnified Party
17
hereunder (except to the extent that the Indemnifying Party is materially
prejudiced or otherwise forfeits substantive rights or defenses by reason of
such failure). If notice of commencement of any such action is given to the
Indemnifying Party as above provided, the Indemnifying Party shall be entitled
--------
to participate in and, to the extent it may wish, jointly with any other
Indemnifying Party similarly notified, to assume the defense of such action at
its own expense, with counsel chosen by it and reasonably satisfactory to such
Indemnified Party. The Indemnified Party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be paid by the Indemnified Party unless (i)
the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails
to assume the defense of such action with counsel reasonably satisfactory to the
Indemnified Party or (iii) the named parties to any such action (including any
impleaded parties) include both the Indemnifying Party and the Indemnified Party
and such parties have been advised by such counsel that either (x)
representation of such Indemnified Party and the Indemnifying Party by the same
counsel would be inappropriate under applicable standards of professional
conduct or (y) there may be one or more legal defenses available to the
Indemnified Party which are different from or additional to those available to
the Indemnifying Party. In any of such cases, the Indemnifying Party shall not
have the right to assume the defense of such action on behalf of such
Indemnified Party, it being understood, however, that the Indemnifying Party
shall not be liable for the fees and expenses of more than one separate firm of
attorneys (in addition to any local counsel) for all Indemnified Parties. No
Indemnifying Party shall be liable for any settlement entered into without its
written consent, which consent shall not be unreasonably withheld. No
Indemnifying Party shall, without the consent of such Indemnified Party, effect
any settlement of any pending or threatened proceeding in respect of which such
Indemnified Party is a party and indemnity has been sought hereunder by such
Indemnified Party, unless such settlement includes an unconditional release of
such Indemnified Party from all liability for claims that are the subject matter
of such proceeding.
(d) Contribution. If the indemnification provided for
------------
in this Section 8 from the Indemnifying Party is due but unavailable to an
Indemnified Party hereunder in respect of any Liabilities referred to herein,
then the Indemnifying Party, in lieu of indemnifying such Indemnified Party,
shall contribute to the amount paid or payable by such Indemnified Party as a
result of such Liabilities in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party and Indemnified Party in connection
with the actions which resulted in such Liabilities, as well as any other
relevant equitable considerations. The relative faults of such Indemnifying
Party and Indemnified Party shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact, has been made by, or relates to information supplied by, such Indemnifying
Party or Indemnified Party, and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such action. The amount
paid or payable by a party as a result of the Liabilities referred to above
shall be deemed to include, subject to the limitations set forth in Sections
8(a), 8(b) and 8(c), any legal or other fees, charges or expenses reasonably
incurred by such party in connection with any investigation or proceeding;
provided that the total amount
--------
18
to be contributed by such Designated Holder shall be limited to the net proceeds
(after deducting the underwriters' discounts and commissions) received by such
Designated Holder in the offering.
The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 8(d) were determined by pro
rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to in the immediately preceding
paragraph. No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation.
9. Rule 144. The Company covenants that it shall (a) file
--------
any reports required to be filed by it under the Exchange Act and (b) take such
further action as each Designated Holder may reasonably request (including
providing any information necessary to comply with Rule 144 under the Securities
Act), all to the extent required from time to time to enable such Designated
Holder to sell Registrable Securities without registration under the Securities
Act within the limitation of the exemptions provided by (i) Rule 144 under the
Securities Act, as such rule may be amended from time to time, or Regulation S
under the Securities Act or (ii) any similar rules or regulations hereafter
adopted by the Commission. The Company shall, upon the request of any Designated
Holder, deliver to such Designated Holder a written statement as to whether it
has complied with such requirements.
10. Miscellaneous.
-------------
(a) Recapitalizations, Exchanges, etc. The Company
---------------------------------
shall cause any successor or assign (whether by merger, consolidation, sale of
assets or otherwise) to enter into a new registration rights agreement with the
Designated Holders on terms substantially the same as this Agreement as a
condition of any such transaction.
(b) No Inconsistent Agreements. The Company represents
--------------------------
and warrants that it has not granted to any Person the right to now or in the
future request or require the Company to register any securities issued by the
Company, other than the rights granted to the Designated Holders herein. The
Company shall not enter into any agreement with respect to its securities that
is inconsistent with the rights granted to the Designated Holders in this
Agreement or grant any additional registration rights to any Person or with
respect to any securities which are not Registrable Securities which are prior
in right to or inconsistent with the rights granted in this Agreement, except
that the Company may grant the registration rights held by the General Atlantic
Stockholders to any Subsequent General Atlantic Purchaser.
(c) Remedies. The Designated Holders, in addition to
--------
being entitled to exercise all rights granted by law, including recovery of
damages, shall be entitled to specific performance of their rights under this
Agreement. The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions
of this Agreement and hereby agrees to
19
waive in any action for specific performance the defense that a remedy at law
would be adequate.
(d) Amendments and Waivers. Except as otherwise
----------------------
provided herein, the provisions of this Agreement may not be amended, modified
or supplemented, and waivers or consents to departures from the provisions
hereof may not be given unless consented to in writing by (i) the Company and
(ii) the General Atlantic Stockholders holding Registrable Securities
representing (after giving effect to any adjustments) at least a majority of the
aggregate number of Registrable Securities owned by all of the General Atlantic
Stockholders. Any such written consent shall be binding upon the Company and all
of the Designated Holders. Notwithstanding the first sentence of this Section
10(d), the Company, without the consent of any other party, may amend this
Agreement to add any Subsequent General Atlantic Purchaser as a party to this
Agreement as a General Atlantic Stockholder.
(e) Notices. All notices, demands and other
-------
communications provided for or permitted hereunder shall be made in writing and
shall be made by registered or certified first-class mail, return receipt
requested, telecopier, courier service or personal delivery:
(i) if to the Company:
SRA International, Inc.
0000 Xxxx Xxxxx Xxxxx
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxx Xxxxxxxx
Chief Executive Officer
Xxxxxxx X. Xxxxxx
Chief Financial Officer
with a copy to:
Xxxx and Xxxx LLP
00000 Xxxxxxx Xxxxx
Xxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxx Xxxxx, Esq.
(ii) if to GAP LP, GapStar or GAP Coinvestment:
c/o General Atlantic Service Corporation
0 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxx
Xxxxxxx Xxxxxx
20
with a copy to:
Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxxx X. Xxxx, Esq.
(iii) if to GAPCO KG:
c/o General Atlantic Partners GmbH
Xxxxxxxxxxx 00
00000 Xxxxxxxxxxx
Xxxxxxx
Telecopy: 011-49-211-602-888-89
Attention: Xxxxxx X. Xxxxxxx
Xxxxxxx Xxxxxx
with a copy to:
General Atlantic Service Corporation
0 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxx
Xxxxxxx Xxxxxx
and
Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxxx X. Xxxx, Esq.
(iv) if to any other Designated Holder, at its
address as it appears on the record books
of the Company.
All such notices, demands and other communications shall be
deemed to have been duly given (i) when delivered by hand, if personally
delivered; (ii) one Business Day after being sent, if sent via a reputable
nationwide overnight courier service guaranteeing next business day delivery;
(iii) five (5) Business Days after being sent, if sent by registered or
certified mail, return receipt requested, postage prepaid; and (iv) when receipt
is mechanically acknowledged, if telecopied. Any party may by notice given in
accordance with this Section 10(e) designate another address or Person for
receipt of notices hereunder. Any party may give any notice, request, consent or
other communication under this Agreement using any other means (including,
without
21
limitation, personal delivery, messenger service, first class mail or electronic
mail), but no such notice, request, consent or other communication shall be
deemed to have been duly given unless and until it is actually received by the
party to whom it is given.
(f) Successors and Assigns; Third Party Beneficiaries.
--------------------------------------------------
This Agreement shall inure to the benefit of and be binding upon the successors
and permitted assigns of the parties hereto as hereinafter provided. The Demand
Registration rights, the S-3 registration rights, the incidental or "piggy-back"
registration rights, and the related rights of the General Atlantic Stockholders
contained in Section 3, Section 4 and Section 5 hereof, shall be (i) with
respect to any Registrable Security that is transferred to an Affiliate of a
General Atlantic Stockholders, automatically transferred to such Affiliate and
(ii) with respect to any Registrable Security that is transferred in all cases
to a non-Affiliate, transferred only with the prior written consent of the
Company which consent shall not be unreasonably withheld; provided that the
--------
transfer of rights pursuant to clause (i) or clause (ii) shall be contingent
upon the transferee providing a written instrument to the Company notifying the
Company of such transfer and assignment and agreeing in writing to be bound by
the terms of this Agreement. All of the obligations of the Company hereunder
shall survive any such transfer. Except as provided in Section 8, no Person
other than the parties hereto and their successors and permitted assigns is
intended to be a beneficiary of this Agreement.
(g) Counterparts. This Agreement may be executed in
------------
any number of counterparts and by the parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.
(h) Headings. The headings in this Agreement are for
--------
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.
(i) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED
-------------
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.
(j) Severability. If any one or more of the provisions
------------
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired, unless the
provisions held invalid, illegal or unenforceable shall substantially impair the
benefits of the remaining provisions hereof.
(k) Rules of Construction. Unless the context
---------------------
otherwise requires, references to sections or subsections refer to sections or
subsections of this Agreement.
(l) Entire Agreement. This Agreement is intended by
----------------
the parties as a final expression of their agreement and intended to be a
complete and
22
exclusive statement of the agreement and understanding of the parties hereto
with respect to the subject matter contained herein. There are no restrictions,
promises, representations, warranties or undertakings with respect to the
subject matter contained herein, other than those set forth or referred to
herein. This Agreement supersedes all prior agreements and understandings among
the parties with respect to such subject matter.
(m) Further Assurances. Each of the parties shall
------------------
execute such documents and perform such further acts as may be reasonably
required or desirable to carry out or to perform the provisions of this
Agreement.
(n) Other Agreements. Nothing contained in this
----------------
Agreement shall be deemed to be a waiver of, or release from, any obligations
any party hereto may have under, or any restrictions on the transfer of
Registrable Securities or other securities of the Company imposed by, any other
agreement including, but not limited to, the Stock Purchase Agreement.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned have executed, or have
caused to be executed, this Registration Rights Agreement on the date first
written above.
SRA INTERNATIONAL, INC.
By: /s/ Xxxxx Xxxxxxxx
------------------------------------------
Name: Xxxxx Xxxxxxxx
Title: President and Chief Executive
Officer
GENERAL ATLANTIC PARTNERS 75, L.P.
By: GENERAL ATLANTIC PARTNERS, LLC,
its General Partner
By: /s/ Xxxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxx
Title: A Managing Member
GAP COINVESTMENT PARTNERS II, L.P.
By: /s/ Xxxxxxx Xxxxxx
------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: A General Partner
GAPSTAR, LLC
By: GENERAL ATLANTIC PARTNERS, LLC,
its Managing Member
By: /s/ Xxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxx
Title: A Managing Member
GAPCO GMBH & CO. KG
By: GAPCO MANAGEMENT GMBH,
its General Partner
By: /s/ Xxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Managing Director
Signature Page to Registration Rights Agreement
