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.
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”)
