AGREEMENT AND PLAN OF MERGER among Sterling Parent Inc., Sterling Merger Inc. and SRA International, Inc. Dated as of March 31, 2011Merger Agreement • April 8th, 2011 • Providence Equity Partners VI L P • Services-computer programming, data processing, etc. • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of March 31, 2011 (this “Agreement”), is by and among Sterling Parent Inc., a Delaware corporation (“Parent”), Sterling Merger Inc., a Delaware corporation (“Merger Sub”), and SRA International, Inc., a Delaware corporation (the “Company”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • April 8th, 2011 • Providence Equity Partners VI L P • Services-computer programming, data processing, etc. • Delaware
VOTING AND SUPPORT AGREEMENT, dated as of March 31, 2011 (this “Agreement”), between Sterling Parent Inc., a Delaware corporation (“Parent”) and the following stockholders of the Company (each, a “Stockholder” and collectively, the “Stockholders”): (a) Dr. Ernst Volgenau (the “Continuing Investor”) and (b) those other Persons listed as stockholders on the signatures pages hereof, which are family trusts or other similar estate planning vehicles or 401(k) retirement plans controlled by and for the benefit of either the Continuing Investor or his spouse, Sara Volgenau (collectively, the “Continuing Investor Estate Vehicles”).
Joint Filing AgreementJoint Filing Agreement • April 8th, 2011 • Providence Equity Partners VI L P • Services-computer programming, data processing, etc.
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
