QuickLinks -- Click here to rapidly navigate through this documentSi International Inc • November 5th, 2002 • Services-computer integrated systems design • Delaware
THIS PROMISSORY NOTE WAS ORIGINALLY ISSUED ON MAY 31, 2001, HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND IS SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED HEREIN. THIS PROMISSORY NOTE IS ALSO SUBJECT TO CERTAIN SUBORDINATION PROVISIONS SET FORTH IN A SUBORDINATION AGREEMENT, DATED AS OF MAY 31, 2001, BY AND AMONG BANC OF AMERICA COMMERCIAL FINANCIAL CORPORATION, AS AGENT, THE HOLDER HEREOF, CERTAIN HOLDERS OF OTHER PROMISSORY NOTES ISSUED BY SI INTERNATIONAL, INC. ("SII"), SII AND SI INTERNATIONAL, L.L.C., AS AMENDED AND MODIFIED FROM TIME TO TIME.
SI International, Inc. October 24, 2002Si International Inc • November 5th, 2002 • Services-computer integrated systems design
This letter is being entered into in connection with the initial public offering (the "Offering") of shares of common stock of SI International, Inc. (the "Company") and the related restructuring merger transactions and preferred stock conversions and exchanges and other pre-offering transactions (collectively, together with the Offering, the "Transactions"). For, and in consideration of, the benefits that Frontenac VII Limited Partnership, Frontenac Masters VII Limited Partnership (together with Frontenac VII Limited Partnership, the "Partnerships") and SI International, L.L.C. (the "LLC") will receive in connection with the Offering:
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 5th, 2002 • Si International Inc • Services-computer integrated systems design • Delaware
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of October 29, 1998, by and between SI International, Inc., a Delaware corporation (the "Company"), and SI International, L.L.C., a Delaware limited liability company (the "LLC"). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Section 8 below.
SI INTERNATIONAL, INC. (a Delaware corporation) • Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 5th, 2002 • Si International Inc • Services-computer integrated systems design • New York
Wachovia Securities, Inc. Legg Mason Wood Walker, Incorporated BB&T Capital Markets, a division of Scott & Stringfellow, Inc. As Representatives of the several Underwriters c/o Wachovia Securities, Inc. 7 St. Paul Street Baltimore, Maryland 21202
