Sterling Holdco Inc. c/o Providence Equity Partners L.L.C. 9 West 57th Street Suite 4700 New York, NY 10019Letter Agreement • May 23rd, 2011 • Sra International Inc • Services-computer programming, data processing, etc. • Delaware
This letter agreement (this “Agreement”) sets forth the commitment of The Ernst Volgenau Revocable Trust (the “Equity Provider”), subject to the terms and conditions contained herein, to transfer, contribute and deliver the number of shares of Common Stock described in Section 1 below to Sterling Holdco Inc., a Delaware corporation (“Holdco”), in exchange for the equity of Holdco described in Section 1 below and the promissory note of Holdco in the form attached hereto as Exhibit A (the “Note”). Providence Equity Partners VI L.P. and Providence Equity Partners VI-A, L.P., each a Delaware limited partnership (together, “Providence”), pursuant to the Equity Commitment Letter, dated as of March 31, 2011, by and among the Company and Providence, will contribute up to $525,152,395 to Holdco in exchange for equity of Holdco. It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”)
STOCKHOLDERS AGREEMENT OF STERLING HOLDCO INC. Dated as of [__], 2011Stockholders Agreement • May 23rd, 2011 • Sra International Inc • Services-computer programming, data processing, etc. • Delaware
STOCKHOLDERS AGREEMENT, dated as of ___________, 2011 (this “Agreement”), among Sterling Holdco Inc., a Delaware corporation (the “Company”) and the following stockholders of the Company (collectively, the “Stockholders”): (a) Providence Equity Partners VI L.P. and Providence Equity Partners VI-A, L.P., each a Delaware limited partnership (together, “Providence”), (b) Dr. Ernst Volgenau (the “Continuing Investor”), and (c) The Ernst Volgenau Revocable Trust (the “Continuing Investor Estate Vehicle” and, together with the Continuing Investor, the “Rollover Stockholders”). Capitalized terms used herein without definition are as defined in Section 20 below.
