EXHIBIT 10.9 ------------ SRA International, Inc. SECOND AMENDED AND RESTATED STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 21st, 2002 • Sra International Inc • Services-computer programming, data processing, etc. • Delaware
EXHIBIT 10.12 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 25th, 2002 • Sra International Inc • Services-computer programming, data processing, etc. • New York
EXHIBIT 10.11 STOCKHOLDERS AGREEMENTStockholders Agreement • April 25th, 2002 • Sra International Inc • Services-computer programming, data processing, etc. • New York
SRA International, Inc. 4,400,000 Shares /1/ Class A Common Stock ($0.004 par value) Underwriting AgreementSra International Inc • May 21st, 2002 • Services-computer programming, data processing, etc. • New York
THIS ASSUMPTION AGREEMENT (as the same may be amended, modified or supplemented from time to time, the "Assumption"), dated as of 18 April, 2002, ---------- made by THE MARASCO NEWTON GROUP LTD., a Virginia corporation, successor by merger to MNG...Assumption Agreement • May 7th, 2002 • Sra International Inc • Services-computer programming, data processing, etc.
THIS MODIFICATION AGREEMENT, dated as of April 18, 2002 (the "Agreement"), made by and among SUNTRUST BANK, a Georgia banking corporation --------- (the "Lender"), SRA INTERNATIONAL, INC., a Delaware corporation (the "Company"), ------ ------- SYSTEMS...Modification Agreement • May 21st, 2002 • Sra International Inc • Services-computer programming, data processing, etc. • Virginia
THIS SECURITY AGREEMENT, dated as August 15, 2001, and to become effective in accordance with the provisions set forth below, from SRA INTERNATIONAL, INC., a Delaware corporation (the "Company"), SYSTEMS RESEARCH ------- AND APPLICATIONS CORPORATION,...Security Agreement • April 25th, 2002 • Sra International Inc • Services-computer programming, data processing, etc.
EXHIBIT 1.1 SRA International, Inc. 2,750,000 Shares /1/ Class A Common Stock ($0.004 par value) Underwriting AgreementSra International Inc • June 17th, 2003 • Services-computer programming, data processing, etc. • New York
RECITALS --------Security Agreement • May 7th, 2002 • Sra International Inc • Services-computer programming, data processing, etc.
ARTICLE 1 BASIC LEASE INFORMATION AND CERTAIN DEFINITIONSOffice Lease Agreement • April 25th, 2002 • Sra International Inc • Services-computer programming, data processing, etc. • Virginia
AGREEMENT AND PLAN OF MERGER among Sterling Parent Inc., Sterling Merger Inc. and SRA International, Inc. Dated as of March 31, 2011Agreement and Plan of Merger • April 5th, 2011 • Sra International Inc • 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”).
REVOLVING NOTE --------------Revolving Note • April 25th, 2002 • Sra International Inc • Services-computer programming, data processing, etc.
September 26, 2002 Ernst Volgenau 8302 Summerwood Drive McLean, VA 22102 Re: Amendment to Second Amended and Restated Stock Purchase Agreement Dear Dr. Volgenau: The purpose of this letter agreement is to amend the Second Amended and Restated Stock...Sra International Inc • September 30th, 2002 • Services-computer programming, data processing, etc.
The purpose of this letter agreement is to amend the Second Amended and Restated Stock Purchase Agreement, dated as of May 29, 2002, between you and SRA International, Inc. (the "Stock Purchase Agreement").
This Collateral Assignment, Patent Mortgage and Security Agreement (the "Assignment") dated as of the 18 day of April, 2002, and to become effective in ---------- accordance with the provisions set forth below, from THE MARASCO NEWTON GROUP LTD., a...Patent Mortgage and Security Agreement • May 7th, 2002 • Sra International Inc • Services-computer programming, data processing, etc. • Virginia
CREDIT AGREEMENT dated as of July 20, 2011 among STERLING PARENT INC., as Holdings, STERLING MERGER INC. (to be merged with and into SRA International, Inc.), as Borrower, The Lenders Party Hereto and CITIBANK, N.A., as Administrative Agent...Credit Agreement • July 26th, 2011 • Sra International Inc • Services-computer programming, data processing, etc. • New York
CREDIT AGREEMENT dated as of July 20, 2011 (this “Agreement”), among STERLING PARENT INC., a Delaware corporation (“Initial Holdings”), STERLING MERGER INC., a Delaware corporation (to be merged with and into SRA INTERNATIONAL, INC., a Delaware corporation (the “Company”) on the date hereof with the Company as the survivor (the “Borrower”)), the LENDERS party hereto and CITIBANK, N.A., as Administrative Agent.
ENHANCED SEVERANCE ELIGIBILITY AGREEMENTEnhanced Severance Eligibility Agreement • November 7th, 2014 • Sra International, Inc. • Services-computer programming, data processing, etc. • Virginia
This Severance Agreement (“Agreement”) is made as of this 17th day of September, 2014 (the “Effective Date”) between SRA International, Inc. (“SRA”), a company with its principal place of business located in Fairfax, Virginia, and David Keffer (the “Employee”).
CREDIT AGREEMENT Dated as of August 9, 2007 Among SRA INTERNATIONAL, INC. as Borrower THE INITIAL LENDERS NAMED HEREIN as Initial Lenders CITIBANK, N.A. as Agent SUNTRUST BANK as Syndication Agent and CITIGROUP GLOBAL MARKETS INC. SUNTRUST ROBINSON...Credit Agreement • August 28th, 2007 • Sra International Inc • Services-computer programming, data processing, etc. • New York
SRA INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) and issuers of letters of credit (“Initial Issuing Banks”) listed on Schedule I hereto, and CITIBANK, N.A. (“Citibank”), as agent (the “Agent”) for the Lenders (as hereinafter defined), agree as follows:
AGREEMENT AND PLAN OF MERGER AUGUST 31, 2015 By and among COMPUTER SCIENCES CORPORATION COMPUTER SCIENCES GOVERNMENT SERVICES INC. STAR FIRST MERGER SUB INC. STAR SECOND MERGER SUB LLC SRA COMPANIES, INC. SRA INTERNATIONAL, INC. and ENUMERATED SRA...Agreement and Plan of Merger • September 3rd, 2015 • Sra International, Inc. • Services-computer programming, data processing, etc. • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is dated as of [●], 2015 (the “Effective Date”), by and between Computer Sciences Corporation, a Nevada corporation (“CSC”), and Computer Sciences Government Services Inc., a Nevada corporation (“Computer Sciences GS”). Each of CSC and Computer Sciences GS is sometimes referred to herein as a “Party” and collectively as the “Parties”.
ContractSenior Executive Retention Agreement • August 17th, 2012 • Sra International, Inc. • Services-computer programming, data processing, etc. • Virginia
SENIOR EXECUTIVE RETENTION AGREEMENT (the “Agreement”), dated as of March 24, 2011 (the “Effective Date”) by and between the SRA International, Inc., a Delaware corporation (the “Company”) and Jeff Rydant (the “Executive”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • September 3rd, 2015 • Sra International, Inc. • Services-computer programming, data processing, etc. • Delaware
This SEPARATION AGREEMENT AND RELEASE (the “Agreement”), dated as of August 28, 2015, is entered into by and between SRA Companies, Inc. (formerly known as Sterling Holdco, Inc.) (the “Company”) and William L. Ballhaus (the “Executive”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • May 23rd, 2011 • Sra International Inc • 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 26th, 2011 • Sra International Inc • Services-computer programming, data processing, etc. • New York
This REGISTRATION RIGHTS AGREEMENT dated July 20, 2011 (this “Agreement”) is entered into by and among Sterling Merger Inc., a Delaware corporation (“Merger Sub”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), as representative of the several Initial Purchasers listed in Schedule 1 to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
AMENDMENT NO. 2Employment Agreement • April 21st, 2011 • Sra International Inc • Services-computer programming, data processing, etc.
This AMENDMENT NO. 2 (the “Amendment”) to the Employment Agreement (the “Agreement”) dated as of May 13, 2009 by and between SRA International, Inc. (“SRA”) and Richard J. Nadeau (the “Employee”), as amended by Amendment No. 1 dated March 23, 2011 (“Amendment No. 1”) is made as of this 18th day of April, 2011.
SRA INTERNATIONAL, INC. Incentive Stock Option Agreement Granted Under 2002 Stock Incentive PlanIncentive Stock Option Agreement • December 14th, 2004 • Sra International Inc • Services-computer programming, data processing, etc.
MASTER GUARANTEE AGREEMENT dated as of July 20, 2011, among STERLING PARENT INC., SRA INTERNATIONAL, INC., THE SUBSIDIARY GUARANTORS IDENTIFIED HEREIN and CITIBANK, N.A., as Administrative AgentMaster Guarantee Agreement • July 26th, 2011 • Sra International Inc • Services-computer programming, data processing, etc. • New York
MASTER GUARANTEE AGREEMENT dated as of July 20, 2011 (this “Agreement”), among STERLING PARENT INC., a Delaware corporation (“Holdings”), SRA INTERNATIONAL, INC., a Delaware corporation (as successor by merger to Sterling Merger Inc.) (the “Borrower”), the SUBSIDIARY GUARANTORS identified herein and CITIBANK, N.A., as Administrative Agent, on behalf of itself and the other Guaranteed Parties.
EMPLOYMENT AGREEMENTEmployment Agreement • May 3rd, 2007 • Sra International Inc • Services-computer programming, data processing, etc. • Virginia
This EMPLOYMENT AGREEMENT (“Agreement”) is made as of the 18th day of April, 2007, between SRA International, Inc. (“SRA”) and Stanton D. Sloane (“Executive”) (collectively, the “Parties”).
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”)
Providence Equity Partners VI L.P. Providence Equity Partners VI-A L.P. c/o Providence Equity L.L.C. Nine West 57th Street, Suite 4700 New York, NY 10019Sra International Inc • April 18th, 2011 • Services-computer programming, data processing, etc.
This letter agreement sets forth the commitment of Providence Equity Partners VI L.P. and Providence Equity Partners VI-A L.P., each a Delaware limited partnership (collectively, the “Investors”), subject to the terms and conditions hereof, to purchase equity interests of Sterling Parent Inc., a Delaware corporation (“Parent”), in connection with the acquisition (the “Acquisition”) of SRA International, Inc., a Delaware corporation (the “Company”), through the merger of Sterling Merger Inc., a Delaware corporation (“Merger Sub”), with and into the Company pursuant to the Agreement and Plan of Merger, dated as of the date hereof, among Parent, the Company and Merger Sub (the “Merger Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • August 25th, 2009 • Sra International Inc • Services-computer programming, data processing, etc. • Virginia
This Employment Agreement (“Agreement”) is made as of this 13th day of May, 2009 (the “Effective Date”) between SRA International, Inc. (“SRA”), a company with its principal place of business located in Fairfax, Virginia, and Richard J. Nadeau (the “Employee”).
LIMITED GUARANTEELimited Guarantee • April 18th, 2011 • Sra International Inc • Services-computer programming, data processing, etc. • Delaware
Limited Guarantee, dated as of March 31, 2011 (this “Limited Guarantee”), by Providence Equity Partners VI L.P. and Providence Equity Partners VI-A L.P., each a Delaware limited partnership (together, the “Guarantors”) in favor of SRA International, Inc., a Delaware corporation (the “Company”). Reference is hereby made to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, among the Company, Sterling Parent Inc., a Delaware corporation (“Parent”), and Sterling Merger Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
Sterling Holdco Inc. c/o Providence Equity Partners L.L.C. 9 West 57th Street Suite 4700 New York, NY 10019Letter Agreement • April 18th, 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”)
AGREEMENT AND PLAN OF MERGER BY AND AMONG SRA INTERNATIONAL, INC., ALEX ACQUISITION CORPORATION and ADROIT SYSTEMS, INC. Dated as of January 3, 2003Agreement and Plan of Merger • February 13th, 2003 • Sra International Inc • Services-computer programming, data processing, etc. • Virginia
This AGREEMENT AND PLAN OF MERGER, dated as of January 3, 2003 (this “Merger Agreement”), is entered into by and among SRA International, Inc., a corporation organized under the Laws of the State of Delaware (“Parent”), Alex Acquisition Corporation, a corporation organized under the Laws of the Commonwealth of Virginia (“Merger Sub”), and Adroit Systems, Inc., a corporation organized under the Laws of the Commonwealth of Virginia (“Company”).
FINANCIAL ADVISORY AGREEMENTFinancial Advisory Agreement • July 26th, 2011 • Sra International Inc • Services-computer programming, data processing, etc. • Delaware
This Financial Advisory Agreement (this “Agreement”) is made as of July 20, 2011, by and among Sterling Holdco Inc., a Delaware corporation (the “Company”), SRA International, Inc., a Delaware corporation (“SRA”), and Providence Equity Partners L.L.C., a Delaware limited liability company (“Providence”).
AMENDMENT NO. 1Employment Agreement • September 27th, 2013 • Sra International, Inc. • Services-computer programming, data processing, etc.
This AMENDMENT NO. 1 (the “Amendment”) to the Employment Agreement (the “Agreement”) dated as of July 20, 2011 by and between Sterling Holdco Inc. (“Holdco”) and William L. Ballhaus (the “Employee”) is made as of this 27th day of September, 2013.
Second Supplemental IndentureSecond Supplemental Indenture • March 30th, 2012 • Sra International, Inc. • Services-computer programming, data processing, etc. • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of February 3, 2012 (this “Second Supplemental Indenture”), among SRA International, Inc., a Virginia corporation (the “Successor Company”) formerly known as Systems Research and Applications Corporation, a Virginia corporation, as successor to SRA International, Inc., a Delaware corporation (the “Predecessor Company”), the Guarantors signatory to this Second Supplemental Indenture (the “Guarantors”), and Wilmington Trust, National Association, as Trustee under the Indenture referred to below.
