EXECUTION VERSION


 


 



 


MANAGEMENT
STOCKHOLDERS AGREEMENT


 


OF


 


STERLING HOLDCO
INC.


 


Dated as of February 9, 2012


 



    	 



    	 



    

 


Table of Contents


 


	Section 1.	Restrictions on Transfer	1
	 	 	 	 
	(a)	 	Restrictions on Transfer	1
	 	 	 	 
	Section 2.	Other Provisions Relating to Transfer 2	2
	 	 	 	 
	(a)	 	Legends; Securities Law Compliance	2
	(b)	 	Transfers in Violation of Agreement	2
	 	 	 	 
	Section 3.	Voting Proxy	3
	 	 	 	 
	Section 4.	Right of the Company and the Providence Shareholders to Purchase from Management Stockholders ("Call Right")	3
	 	 	 	3
	(a)	 	Right to Purchase	3
	(b)	 	Notice	4
	(c)	 	Available Shares	4
	(d)	 	Closing	5
	 	 	 	 
	Section 5.	Purchase Price	5
	 	 	 	 
	(a)	 	Fair Market Value	5
	(b)	 	Initial Value	6
	 	 	 	 
	Section 6.	Prohibited Purchases	6
	 	 	 	 
	Section 7.	Drag-Along Rights	7
	 	 	 
	(a)	 	Participation	7
	(b)	 	Sale Notice	8
	(c)	 	Shares to be Sold	8
	(d)	 	Other Transactions	8
	(e)	 	Cooperation	8
	(f)	 	Notice	8
	 	 	 	 
	Section 8.	Tag-Along Rights	8
	 	 	 	 
	(a)	 	Participation	8
	(b)	 	Sale Notice	9
	(c)	 	Participation Notice; Shares to be Sold	9
	(d)	 	Cooperation	9
	(e)	 	Nonparticipation; Deadline for Completion of Sale	10


 



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	Section  9. 	Registration Rights	10
	 	 	 	 
	(a)	 	Piggyback Rights	10
	(b)	 	Registration Expenses	11
	(c)	 	Restrictions on Public Sale by Stockholders Following a Qualified Public Offering	11
	 	 	 	 
	Section 10.	Representations and Warranties	12
	 	 	 	 
	(a)	 	Power and Authority	12
	(b)	 	Execution and Delivery	12
	(c)	 	No Conflict	12
	(d)	 	No Other Agreements	12
	 	 	 	 
	Section 11.	Further Assurances, etc	12
	 	 	 	 
	Section 12.	Notices	12
	 	 	 	 
	Section 13.	Governing Law, etc	13
	 	 	 	 
	(a)	 	Governing Law	13
	(b)	 	Waiver of Jury Trial	14
	(c)	 	Severability	14
	(d)	 	Remedies	14
	 	 	 	 
	Section 14.	Entire Agreement; Amendment and Waiver	14
	 	 	 	 
	(a)	 	Entire Agreement	14
	(b)	 	Amendment and Waiver	15
	 	 	 	 
	Section 15.	Successors and Assigns; No Third-Party Beneficiaries	15
	 	 	 	 
	(a)	 	Successors and Assigns Generally	15
	(b)	 	No Third-Party Beneficiaries	15
	 	 	 	 
	Section 16.	Termination	15
	 	 	 	 
	(a)	 	Ceasing Ownership	15
	(b)	 	Qualified Public Offerings	15
	 	 	 	 
	Section 17.	Headings	15
	 	 	 	 
	Section 18.	Counterparts and Facsimile Signatures	15
	 	 	 	 
	Section 19.	Definitions	16


 



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This MANAGEMENT STOCKHOLDERS AGREEMENT,
dated as of February 9, 2012 (this "Agreement"), is entered into by and among Sterling
Holdco Inc., a Delaware corporation (the "Company"), Providence
Equity Partners VI L.P. and Providence Equity
Partners VI-A, L.P., each a Delaware limited partnership (together, "Providence"),
and the current and former employees of the Company and its Subsidiaries who hereafter acquire or are otherwise issued Shares
and become parties to this Agreement (collectively, the "Management Stockholders"). Capitalized terms used herein
without definition are as defined in Section 19 below.


 


RECITALS:


 


WHEREAS, the Company's
direct wholly owned subsidiary, Sterling Parent Inc.,a
Delaware corporation ("Parent"), and Sterling Merger Inc., a Delaware corporation and direct wholly owned subsidiary
of Parent ("Merger Sub"), previously entered
into an Agreement
and Plan of Merger, dated as of March 31, 2011 (the "Merger
Agreement"), with SRA International, Inc., a
Delaware corporation ("SRA"), pursuant to which, at the effective
time of the merger (which occurred on July 20, 2011), Merger
Sub merged with and into SRA, with SRA
continuing as the surviving corporation (the "Acquisition");


 


WHEREAS,
following the consummation of the transactions contemplated
by the Merger Agreement, the Company adopted the Sterling Holdco
Inc. Stock Incentive Plan (the "Plan") under
which certain employees of the Company and its Subsidiaries would be issued options to purchase shares
of common stock of
the Company, par value $0.01 per share ("Shares");
and


 


WHEREAS,
the Company, Providence, and each Management Stockholder
who joins this Agreement intend hereby to establish their
rights and obligations in respect of the Management Stockholder's acquisition, holding, and disposition of Shares.


 


NOW,
THEREFORE, in consideration of the mutual covenants and
obligations set forth in this Agreement, the parties hereto
agree as follows:


 


Section 1.          Restrictions
on Transfer.


 


(a)          Restrictions
on Transfer. Each Management Stockholder hereby agrees
that such Management Stockholder shall
not, without the prior written approval of the Company, transfer, sell, assign,
option, pledge, hypothecate, or otherwise dispose of or
encumber (each of the foregoing, a "Transfer")
any of his or her Shares at
any time other than (i) Transfers of Shares to
Permitted Transferees, (ii) following a Qualified Public Offering (subject to applicable
and customary underwriter restrictions),
Transfers  pursuant to Section
9 (Registration Rights) hereof, or (iii) as
required pursuant to Section 7 (Drag-Along
Rights) hereof and permitted pursuant to Section 8
(Tag-Along Rights)


hereof.


 



    	 



    	 



    

 


Section 2.          Other
Provisions Relating to Transfer.


 


(a)           Legends;
Securities Law
Compliance. Each certificate
representing  Shares owned by any
Management Stockholder
shall bear the following legends:


 


		(i)	THE
SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933, AS
AMENDED, AND MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED
OR OTHERWISE DISPOSED OF UNLESS () (A) SUCH DISPOSITION
IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, (B) THE HOLDER HEREOF SHALL
HAVE DELIVERED TO THE COMPANY
AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL SHALL
BE REASONABLY SATISFACTORY TO
THE COMPANY, TO THE EFFECT
THAT SUCH DISPOSITION
IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF SUCH
ACT OR  (C) A
NO-ACTION LETTER FROM THE SECURITIES
AND EXCHANGE COMMISSION, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY,
SHALL HAVE BEEN OBTAINED WITH RESPECT TO
SUCH DISPOSITION AND (y) SUCH
DISPOSITION IS PURSUANT TO REGISTRATION UNDER ANY APPLICABLE STATE SECURITIES LAWS
OR AN EXEMPTION THEREFROM.



 


		(ii)	THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
TRANSFER, VOTING AND OTHER RESTRICTIONS SET
FORTH IN A MANAGEMENT STOCKHOLDERS AGREEMENT, DATED
AS OF FEBRUARY 9,
2012, AMONG THE COMPANY AND OTHER PARTIES THERETO, A
COPY OF WHICH IS ON FILE WITH THE SECRETARY OF
THE COMPANY.



 


In
addition, certificates representing Shares
shall bear any legends
required by applicable state
law. Each Management
Stockholder agrees that, in addition
to complying with the
restrictions on Transfer set forth elsewhere in this
Agreement, such Management
Stockholder will not
Transfer any Shares
(or solicit any offers
to buy, purchase, or otherwise acquire or take a
pledge of any Shares) in
violation of the Securities Act, applicable state securities
or "blue sky" laws,
or any rules or regulations thereunder, and such
Management Stockholder
will not Transfer any Shares unless
the conditions set forth in the legend required by clause
(i) of this Section 2(a)
are satisfied.


 


(b)          Transfers
in Violation of Agreement.
Any Transfer or attempted Transfer
of any Shares in violation
of this Agreement shall be
void, no such Transfer
shall be recorded on the Company's books and the purported transferor
shall instead continue to be treated as the owner of such Shares
for all purposes hereof.


 



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Section 3.          Voting
Proxy. By entering into this Agreement, the Management
Stockholder hereby irrevocably grants to and appoints Providence
(to act by unanimous consent) as such Management
Stockholder's proxy and attorney-in-fact (with full power of substitution), for
and in the name, place, and stead of such Management Stockholder,
to vote or act by unanimous written consent with respect to such Management
Stockholder's Shares. The Management Stockholder hereby affirms that the irrevocable proxy
set forth in this Section 3 shall be valid until the consummation
of a Public Offering and is given to secure the performance
of the obligations of such Management Stockholder under this Agreement.
The Management Stockholder further affirms that
the proxy hereby granted shall be irrevocable and shall
be deemed coupled with an interest and shall extend for
the term of this Agreement, or, if earlier, until the last date permitted by law. Except as
expressly contemplated by this Section 3, the Management Stockholder has
not granted a proxy to any Person to exercise the
rights of such Management Stockholder under this Agreement or
any other agreement relating to the Shares to which such Management
Stockholder is a party.


 


Section
4.          Right of the Company and
the Providence Shareholders to Purchase from Management Stockholders ("Call Right'').


 


(a)          Right
to Purchase. Subject to all subsections of this Section
4, the Company shall have the right
to purchase from each Management Stockholder, and each
such Management Stockholder shall have the obligation
to sell to the Company, any or
all Shares held by such Management Stockholder and
any or all Shares held by Permitted Transferees
of such Management Stockholder (it being understood that
any such Management Stockholder's Permitted Transferees
shall comply with all applicable provisions of this Section
4) upon such Management Stockholder's termination
of employment with the Company or any Subsidiary:


 


(i)          at
the Fair Market Value (as defined in Section 5) of such Shares if such Management
Stockholder's employment with the Company and any Subsidiary that
employs such individual terminates as a result of (A)
the termination by the Company and any such Subsidiary (or
by the Company on behalf of any such Subsidiary) of such
Management Stockholder's employment without Cause; (B)
the death or Disability of such Management Stockholder;
or (C) the voluntary resignation of such Management Stockholder
(including for Good Reason); or


 


(ii)         at
the lesser of the Fair Market Value and the Initial Value (as
defined in Section 5) of such Shares if
such Management Stockholder's employment with the Company
and any Subsidiary that employs such individual is
terminated by the Company and any such Subsidiary (or by
the Company on behalf of such Subsidiary) for Cause
at any time.


 



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(b)          Notice.
If the Company desires to purchase any or all of the
Shares from a Management Stockholder, and, as applicable, such Management Stockholder's Permitted
Transferee(s), it shall deliver a written notice (the "Call
Notice") to such Management Stockholder
and, as applicable, any Permitted Transferees of such Management Stockholder,
within six months and five business days after the
date of termination of employment
(including by reason of voluntary resignation, death or Disability) of such
Management Stockholder (the date of such termination, the "Termination
Date"). The Call Notice shall set
forth the number of Shares to be acquired from such
Management Stockholder and, as applicable, any Permitted Transferees
of such Management Stockholder, the aggregate
consideration to be paid for such Shares and the time and
place for the closing of the repurchase transaction.
Notwithstanding the foregoing, with respect to the Company's
purchase of Shares acquired at any time by such Management Stockholder
pursuant to an exercise of any stock options or other equity
award, the Call Notice required by this Section 4(b) shall
be given by the Company not earlier than six months
and one day nor later than eight months after the date
on which such Management Stockholder acquired such Shares, in
which case such time period shall be used in lieu of the
six months and five business days referred to in the
first sentence of this Section 4(b).


 


(c)          Available
Shares.


 


(i)          If
for any reason the Company does not elect
to purchase all of the Shares pursuant to and within the
applicable timeframes set forth in Section
4(a), Providence shall be entitled, in the manner set forth
in this Section 4, to purchase the Shares
that the Company has not elected to purchase (the "Available Shares").
As soon as practicable, but in any
event within 30 days after the Company determines
that there will be Available Shares, the Company shall deliver
written notice ("Availability Notice") to
Providence setting forth the number of Available Shares and the price for each
such Available Share.


 


(ii)         Providence
may purchase any or all of the Available
Shares by delivering written notice to the Company within 20 days after
the receipt of the Availability Notice from the
Company (such 20-day period, the "Election Period").


 


(iii)        As
soon as practicable, but in any event within 5 business days after the
expiration of the Election Period, the Company will, if
necessary, notify the appropriate Management Stockholders and, as applicable, any Permitted
Transferees of such Management Stockholder, as to the
number of Shares being purchased from such Management Stockholders
and, as applicable, any Permitted Transferees of such Management Stockholder, by Providence (the "Supplemental
Call Notice"). The Supplemental Call Notice will set forth the number of Shares the Company and Providence, as applicable,
will acquire from such Management Stockholder and, as applicable, any Permitted Transferees of such Management Stockholder, the
aggregate consideration to be paid for such Shares, and the time and place of the closing of the repurchase transaction.


 



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(d)          Closing.
Subject to Section 6, the closing of any repurchase transaction contemplated by this Section 4 will take place on the date
designated by the Company in the Call Notice or the Supplemental Call Notice, as the case may be, which date will not be more
than 90 days after the delivery of such notice. Subject to Section 6, the Company and Providence, as the case may be, will pay
for the Shares to be purchased pursuant to this Section 4 by delivery of a check payable to the appropriate Management Stockholder
and, as applicable, any Permitted Transferees of such Management Stockholder, or by wire transfer of immediately available funds
to an account designated by such Management Stockholder in the aggregate amount of the purchase price for such Shares.The Company
and Providence, as the case may be, will receive customary representations and warranties from each seller regarding the sale
of the Shares, including but not limited to the representation that such seller has good and marketable title to the Shares to
be transferred free and clear of all liens, claims, and other encumbrances.


 


Section 5.          Purchase
Price.


 


(a)          Fair
Market Value.


 


(i)          If
no Public Offering has occurred, the "Fair Market Value" of any Share shall be equal to the value most recently
established by the Board, adjusted, if deemed necessary or advisable by the Board, for significant developments occurring since
the date such value was established by the Board. Following a Public Offering, the Fair Market Value, on any date of determination
shall mean the closing price for a Share as reported on a national exchange for or a nationally recognized system of price quotation
for such date or, if there is no such closing price for such date, for the most recent date with respect to which such closing
price is available. In the event that there are no Share transactions reported on such exchange or system on such date, Fair Market
Value shall mean the closing price on the immediately preceding date on which Share transactions were so reported.


 


(ii)         The
Fair Market Value of any Share to be purchased pursuant to Section 4(a) shall be determined as of the Termination Date (including
by reason of voluntary resignation, death, or Disability); provided that the Fair Market Value of any Share acquired by
a Management Stockholder pursuant to the exercise of any stock options shall be determined as of the date that is six months and
one day after the acquisition of such Shares if such
date is later than the date specified in the immediately
preceding clause; and provided, further, that in no event
will such date be later than the date
of the closing of any repurchase determined pursuant
to Section 4(d). In all events, the Fair
Market Value shall be determined in a manner consistent
with Section 409A of the Code.


 



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(b)          Initial
Value. The "Initial Value" of any Share
actually purchased (including, without limitation, purchased
upon the exercise of a stock option) shall
equal the price paid by the relevant Management Stockholder
for any such Share, less the amount of dividends
and other distributions paid in respect of such Share after
the Closing. Unless determined otherwise by the Board, the "Initial
Value" of any Share granted to a Management Stockholder
without payment of consideration shall be zero.


 


Section
6.          Prohibited Purchases. Notwithstanding anything
to the contrary herein, the Company shall
not be permitted to purchase any Shares of Common Stock
from a Management Stockholder hereunder to the extent (a) the Company is prohibited
from purchasing such Shares by applicable law or by any
debt instruments or agreements, including any amendment,
renewal, extension, substitution, refinancing, replacement, or other modification thereof,
which have been entered into or which may be entered
into by the Company or any of its Subsidiaries,
including those to finance the acquisition of the Company
on the Closing Date, and any future acquisitions by the
Company or recapitalizations of the Company (the "Financing
Documents"); (b) an event of default has occurred (or, with
notice or the lapse of time or both, would occur) under any Financing Document and
is (or would be) continuing; or (c) the
purchase of such Shares would or, in the view of the Board (excluding such
Management Stockholder), might result in the occurrence of an
event of default under any Financing Document or create
a condition that would or might, with notice or
lapse of time or both, result in such an event of default. If Shares
that the Company has the right to purchase on any
date exceed the total amount permitted to be purchased
on such date pursuant to the preceding sentence (the "Maximum
Amount"), the Company shall purchase on such
date only that number of Shares up to the Maximum
Amount (if any) (and shall
not be required to purchase more than the Maximum Amount) in such
amounts as the Board shall in good faith determine,
applying the following order of priority:


 


(i)          First,
the Shares of all Management Stockholders whose Shares
are being purchased by the Company by reason
of termination of employment due to death or Disability and,
to the extent that the number of Shares that
the Company is obligated to purchase from such Management
Stockholders (but for this Section 6) exceeds
the Maximum Amount, such Shares pro rata among such Management
Stockholders on the basis of the number of Shares held
by each of such Management Stockholders
that the Company has the right to
purchase;


 



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(ii)         Second,
to the extent that the Maximum Amount is in excess of the amount the Company purchases pursuant to clause (a) above,
the Shares of all Management Stockholders whose Shares are being purchased by the Company by reason of termination of employment
without Cause or due to resignation for Good Reason up to the Maximum Amount (as reduced by shares described in clause (a)
to be purchased) and, to the extent that the number of Shares that the Company is obligated to
purchase from such Management Stockholders (but for this Section 6) exceeds the Maximum Amount (as reduced by shares described
in clause (a) to be purchased), such Shares pro rata among such Management Stockholders
on the basis of the number of Shares held by each of such Management Stockholders that the Company has the right to purchase; and


 


(iii)        Third,
to the extent the Maximum Amount is in excess of the amounts the Company purchases pursuant to clauses (a) and (b)
above, the Shares of all other Management Stockholders whose Shares are being purchased by the
Company up to the Maximum Amount (as reduced by Shares described in clauses (a) and (b) to
be purchased) and, to the extent that the number of Shares that the Company is obligated to purchase from such Management Stockholders
(but for this Section 6) exceeds the Maximum Amount (as reduced by Shares described in clauses (a) and
(b) to be purchased), the Shares of such Management Stockholders in such order of priority and in such amounts as the Board
(excluding such Management Stockholders and other members of the Board who are designees of the Management Stockholders) in its
sole discretion shall in good faith determine to be appropriate under the circumstances.


 


Notwithstanding
anything to the contrary contained in this Agreement, if the Company is unable to make any payment when due to any Management Stockholder
under this Agreement by reason of this Section 6, the Company shall have the option to either (i) make such payment at the
earliest practicable date permitted under this Section 6 or (ii) pay the purchase
price for such Shares with a subordinated note that is fully subordinated in right of payment and exercise of remedies to the lenders'
rights under the Financing Documents.


 


Section 7.          Drag-Along
Rights.


 


(a)          Participation.
If at any time Providence proposes to Transfer Shares in a transaction or series of related transactions (including, without
limitation, by way of stock sale, merger, consolidation, or otherwise) and such transaction would result in a Change in Control,
then Providence may require the participation of the Management Stockholders in such sale in the manner set forth in this Section
7.


 



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(b)          Sale
Notice. Providence shall exercise its respective rights pursuant to this Section 7 by delivering
to the Company and the Management Stockholders a written notice of the proposed sale no later than 15 days prior to the proposed
closing thereof. Such notice shall make reference to the Management Stockholders' obligations hereunder and shall describe in
reasonable detail: (i) the number of Shares to be Transferred by Providence; (ii) the
Person or entity to whom such Shares are proposed to be Transferred; (iii) the
terms and conditions of the Transfer, including the consideration to be paid; and (iv) the proposed date, time, and location
of the closing of the Transfer.


 


(c)          Shares
to be Sold. Each Management Stockholder shall be required to sell in any sale subject to this Section 7 that number of Shares
equal to the product of (i) the number of Shares then held by such Management Stockholder
and (ii) a fraction, the numerator of which shall be the number of Shares Providence proposes to Transfer in such sale pursuant
to this Section 7 and the denominator of which shall be the number of Shares then held by Providence; it being understood and agreed
that the Management Stockholders shall sell such Shares pro rata in satisfaction of their obligations under this Section 7(c).


 


(d)          Other
Transactions. If Providence approves a merger, consolidation, recapitalization, sale of all or substantially all the assets
of the Company, or any transaction that results in a Change in Control, the Management Stockholders shall consent to and cooperate
fully with respect thereto and, without limiting the generality of the foregoing, shall not in any way object to, or exercise any
appraisal rights in connection with, such merger, consolidation, recapitalization, sale of assets, or other Change in Control transaction.


 


(e)          Cooperation.
The Management Stockholders shall fully cooperate with Providence and shall take all reasonably necessary actions to effectuate
any Transfer of Shares, merger, consolidation, recapitalization, sale of assets, or other Change in Control transaction described
in this Section 7, including, without limitation, entering into agreements and delivering certificates and instruments, all consistent
with agreements being entered into and certificates and instruments being delivered by Providence, except with respect to representations,
warranties, covenants, and indemnities that are customarily made on an individual basis.


 


(f)          Notice.
Promptly after completion of any sale or other transaction pursuant to this Section 7, Providence shall notify the Management
Stockholders of such completion and shall furnish evidence of such sale or other transaction (including time of completion) and
the terms thereof as the Management Stockholders may reasonably request.


 


Section 8.          Tag-Along
Rights.


 


(a)          Participation.
Except as required by Section 7(a), if at any time Providence proposes to sell Shares to any Person, including, without limitation,
by way of stock sale, merger, consolidation, or otherwise, and such transaction would result in a Change in Control, then the Management
Stockholders shall be permitted to participate in such sale in accordance with this Section 8.


 



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(b)          Sale
Notice. Providence shall deliver to the Company and each other Stockholder a written notice (a "Sale Notice")
of a proposed sale (a "Proposed Sale") subject to this Section 8, no later than 30 days prior to the proposed
closing thereof. Such notice shall make reference to the Management Stockholder's rights hereunder and shall describe in reasonable
detail: (i) the number of Shares to be sold (the "Tag-Along Shares"); (ii) the
Person to whom such Shares are proposed to be sold; (iii) the terms and conditions of the Proposed Sale, including the consideration
to be paid; and (iv) the proposed date, time, and location of the closing of the Proposed Sale.


 


(c)          Participation
Notice; Shares to be Sold. Each Management Stockholder shall exercise his or her right to participate in the Proposed Sale
by delivering to Providence a written notice (a "Participation Notice") stating his or her election to do so
and specifying the number of Shares to be sold by him or her no later than 10 days after receipt of the Sale Notice. The maximum
number of Shares that the Management Stockholder will be permitted to include in a Proposed Sale will be the product of (i)
the number of Shares then held by each Management Stockholder and (ii) a fraction, the numerator of which shall be
the number of Tag-Along Shares and the denominator of which shall be the number of Shares then held by Providence and all other
Stockholders; it being understood and agreed that each Management Stockholder shall sell such Shares for the same consideration,
pursuant to the same sale agreement as applies to the Shares to be sold by Providence and all other Stockholders.


 


(d)          Cooperation.
Upon delivering a Participation Notice, each Management Stockholder will, if requested by Providence, execute and deliver a
custody agreement and power of attorney in form and substance reasonably satisfactory to Providence (a "Custody Agreement
and Power of Attorney") with respect to the Shares which are to be included in the Proposed Sale pursuant to this Section
8. The Custody Agreement and Power of Attorney will provide, among other things, that the Management Stockholder executing it will
deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing
such Shares (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank)
and irrevocably appoint said custodian and attorney-in-fact as the Management Stockholder's agent and attorney-in-fact with full
power and authority to act under a custody agreement and power of attorney on behalf of the Management Stockholder with respect
to the matters specified therein. The Management Stockholder participating in a sale pursuant to this Section 8 shall fully cooperate
with Providence and shall take all reasonably necessary actions to effectuate such sale, including, without limitation, entering
into agreements and delivering certificates and instruments, all consistent with agreements being entered into and certificates
and instruments being delivered by Providence, except with respect
to individual representations, warranties, covenants, and indemnities customarily made
on an individual basis. Without limiting the generality of
and subject to the exception set forth in the foregoing,
the Management Stockholders participating in a sale pursuant
to this Section 8 shall make or agree to
the same representations, covenants, indemnities, and
agreements as Providence; provided that the liabilities
thereunder (including under any general indemnity) shall be borne on a pro rata basis based
on the consideration to be received by each Stockholder.


 



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(e)          Nonparticipation; Deadline for
Completion of Sale. Failure by any Management Stockholder to
provide a Participation Notice within 15 days after receipt
of a Sale Notice shall be deemed to constitute an election by such Management Stockholder
not to exercise his or her rights pursuant to this Section 8, and Providence shall have
180 days following the expiration of such 15-day
period in which to sell not more than the number of Shares described
in the Sale Notice, on terms not more favorable to
Providence than those set forth in the Sale Notice. If at the
end of such 180-day period, Providence has not completed
such Proposed Sale, Providence may not then effect a sale of Shares pursuant to this Section 8(e)
without again fully complying with the provisions of this Section 8. Such 180-day
period may be extended to the extent reasonably
necessary to comply with any regulatory requirements applicable to the Proposed Sale.


 


Section 9.          Registration
Rights.


 


(a)          Piggyback
Rights. If the Company, at any time following an underwritten
public offering by the Company, proposes to register Shares under the Securities Act
or any other applicable securities laws
(together with the Securities Act, the "Securities Laws")
for its own account (including,
but not limited to, a Shelf Registration
Statement, but other than pursuant to (i)
a registration on Form S-4 or
S-8 or any successor form or (ii) a
registration of securities that are a combination of debt
and equity), then the Company shall give prompt written notice
to the Management Stockholders regarding such proposed registration.
Upon the written request of any Management
Stockholder made within 15 days after the receipt of any such notice (which
request shall specify the number of Shares intended to
be disposed of by such Management Stockholder and the
intended method or methods of disposition thereof),
the Company shall use its best efforts to effect the registration
under the Securities Act of all Shares that such Management
Stockholder has so requested to be registered, in accordance
with such intended method or methods of disposition; provided
that:


 


(i)          the
Company shall not include any Shares in such proposed registration
to the extent that the Board shall have determined,
after consultation with the managing underwriter for such offering, that their inclusion would
materially and adversely affect the offering
price, provided that in the event of any such
determination, the Company shall give the affected Management
Stockholders notice of such determination in lieu of the notice otherwise required by the first sentence of this Section
9(a);


 



    	10



    	 



    

 


(ii)         if,
at any time after giving written notice (pursuant to this Section 9(a)) of its intention to register Shares and prior to the effective
date of the registration statement filed in connection with such registration, the Company shall determine, for any reason, not
to register such Shares, the Company may, at its election, give written notice of such determination to each Management Stockholder
and, thereupon, shall not be obligated to register any Shares in connection with such registration (but shall nevertheless pay
the Registration Expenses in connection therewith); and


 


(ii)         if,
in connection with a registration pursuant to this Section 9(a),
the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized
investment banking firm) shall advise the Company in writing (with a copy
to any Management Stockholder requesting registration of Shares) that the number of Shares requested and otherwise proposed to
be included in such registration exceeds the number that can be sold in such offering without materially and adversely affecting
the offering price of the Shares being sold in such registration, then, in the case of any registration pursuant to this Section
9(a), the Company shall include in such registration the number of shares that the Company is so advised can be sold in such offering
without such material adverse effect, first, of the Shares, if any, being sold by the Company, and second, of the Shares of the
Management Stockholders, on a pro rata basis (based on the number of Shares owned by each such Management Stockholder).


 


(b)          Registration
Expenses. The Company will pay all Registration Expenses in connection with each registration of Shares requested pursuant
to this Section 9.


 


(c)          Restrictions
on Public Sale by Stockholders Following a Qualified Public Offering. Following the consummation of any underwritten Qualified
Public Offering, for so long as the number of Shares held by Providence and its Affiliates, on the one hand, or the Management
Stockholders, on the other hand, in the aggregate represents more than 5% of the outstanding Shares, each such Stockholder agrees
to enter into a customary letter agreement with underwriters providing such Stockholder will not effect any public sale or distribution
of Shares during the 180 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Securities
and Exchange Commission with respect to the pricing of such underwritten offering; provided that (i) the duration
of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters
on the Company or the officers, directors, or any other stockholder of the Company on whom a restriction is imposed, and (ii)
the restrictions set forth in this Section 9(c) shall not apply to any shares that are included
in such underwritten offering by such Stockholder.


 



    	11



    	 



    

 


Section 10.         Representations
and Warranties. Each Management Stockholder represents and warrants to the Company and each other Management Stockholder that,
as of the date hereof:


 


(a)          Power
and Authority. Such Management Stockholder has the power, authority, and capacity to execute, deliver, and perform this Agreement.


 


(b)          Execution
and Delivery. This Agreement has been duly and validly executed and delivered by such Management Stockholder and constitutes
a valid and legally binding obligation of such Management Stockholder.


 


(c)          No
Conflict. The execution, delivery, and performance of this Agreement by such Management Stockholder do not and will not conflict
with, violate the terms of, or result in the acceleration of any obligation under any material contract, commitment, or other material
instrument to which such Management Stockholder is a party or by which such Management Stockholder is bound.


 


(d)          No
Other Agreements. Except for this Agreement, such Management Stockholder has not entered into or agreed to be bound by any
other agreements or arrangements of any kind with any other party with respect to the Shares, including, but not limited to, agreements
or arrangements with respect to the acquisition or disposition of Shares or any interest therein or the voting of the Shares (whether
or not such agreements and arrangements are with the Company or other Management Stockholders). In the event of any  inconsistency
between any provision of any such agreement and the provisions of this Agreement, the provisions of this Agreement shall be given
full effect to the exclusion of any such inconsistent provision.


 


Section 11.         Further
Assurances, etc. Each party hereto shall do and perform or cause to be done and performed all such further acts and things,
including, without limitation, voting its Shares, and shall execute and deliver all such other agreements, certificates, instruments,
and documents as any other party hereto may reasonably request in order to carry out the intent and purposes of this Agreement.


 


Section
12.         Notices. All notices, requests, demands, waivers, and other communications
required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (a)
personally delivered, (b) sent by reputable next-day or overnight mail courier service
(charges prepaid), or (c) sent by facsimile, to the address or facsimile number below, or to such other address or facsimile
number as the party entitled to notice shall hereafter designate in accordance with the terms hereof:


 



    	12



    	 



    

 


	(A)	If to the Company:
	 	 
	 	Sterling Holdco, Inc.
	 	c/o Providence Equity Partners L.L.C.
	 	50 Kennedy Plaza
	 	18th Floor
	 	Providence, Rhode Island 02903
	 	Fax: +1 (401) 751-1790
	 	Attention: Christopher C. Ragona
	 	 
	with a copy to:
	 	 
	 	SRA International, Inc.
	 	4300 Fair Lakes Court
	 	Fairfax, Virginia 22033
	 	Fax: +1 (703) 803-1509
	 	Attention: General Counsel


 


	(B)	If to Providence:
	 	 
	 	Providence Equity Partners L.L.C.
	 	50 Kennedy Plaza
	 	18th Floor
	 	Providence, Rhode Island 02903
	 	Fax: +1 (401) 751-1790
	 	Attention: Christopher C. Ragona
	 	 
	with a copy to:
	 	 
	 	Debevoise & Plimpton LLP
	 	919 Third Avenue
	 	New York, New York 10022
	 	Attention: Jonathan F. Lewis
	 	Telephone: +1 (212) 909-6000
	 	Facsimile: +1 (212) 909-6836


 


Section 13.         Governing
Law, etc.


 


(a)          Governing
Law. This Agreement and the rights and obligations of the parties hereunder and the Persons subject hereto shall be governed
by and construed and interpreted in accordance with the laws of the State of Delaware without giving effect to conflicts of laws
rules that would require the application of the laws of another jurisdiction.


 



    	13



    	 



    

 


(b)          Waiver
of Jury Trial. EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES
AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND
THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH SUCH
PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS
OF THIS WAIVER, (C)
EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH SUCH PARTY HAS BEEN INDUCED
TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION 13.


 


(c)          Severability.
If any provision
of this Agreement is
held by a court of competent jurisdiction to
be invalid or unenforceable in any jurisdiction,
such holding shall not affect
the validity or enforceability of the remainder of this Agreement in such jurisdiction or the validity or enforceability of this
Agreement, including such provision, in any other jurisdiction, and
such provision shall be interpreted, revised, or applied in a manner that renders it valid
and enforceable to the fullest extent possible.


 


(d)          Remedies.
The Company and the Management Stockholders agree that
money damages or other remedy at law would not be a
sufficient or adequate remedy for any breach or violation of, or a default under,
this Agreement by them and that, in addition to all other
remedies available to them, each of them shall be entitled
to an injunction restraining such breach, violation, or
default or threatened breach, violation, or default and
to any other equitable relief, including, without limitation, specific performance, without bond
or other security being required.


 


Section 14.         Entire
Agreement; Amendment and Waiver.


 


(a)          Entire
Agreement. This Agreement constitutes the entire agreement
and understanding of the parties hereto with respect to the matters referred to herein and supersedes all prior agreements, understandings,
or representations, written or oral, among the parties with respect to such matters.


 



    	14



    	 



    

 


(b)          Amendment
and Waiver. Except as otherwise provided herein, no
amendment, alteration, or modification of this Agreement or waiver of any provision of
this Agreement shall
be effective against the
Company or the Management Stockholders
unless such amendment, alteration, modification, or waiver
is approved in writing
by (i) the Company, and (ii) Providence;
provided that no amendment,
alteration, or modification shall uniquely and adversely
affect the rights or obligations of (a)
a particular Management Stockholder on
a discriminatory basis without such
Management Stockholder's consent or (b)
the Management Stockholders as a class
under this Agreement
without the consent of a majority in interest
of the Management Stockholders. The failure of any
party to enforce any provision
of this Agreement shall
not be construed as a waiver of such provision
and shall not affect the right
of such party thereafter to
enforce each provision of this Agreement
in accordance with its
terms.


 


Section 15.         Successors
and Assigns; No Third-Party Beneficiaries.


 


(a)          Successors
and Assigns Generally. This Agreement shall be
binding upon and inure to the benefit of the successors and permitted assigns of the
parties hereto.


 


(b)          No
Third-Party Beneficiaries. Nothing in this Agreement
is intended to or shall confer any rights or benefits
upon any Person other than the parties
hereto.


 


Section 16.         Termination.


 


(a)          Ceasing
Ownership. Any Management Stockholder who ceases to own any Shares or any interest therein, shall cease to be a party to this
Agreement and thereafter shall have
no rights or obligations hereunder; provided, however, that a Transfer
of Shares not explicitly permitted under this Agreement shall not relieve a Management
Stockholder of any of its obligations.


 


(b)          Qualified
Public Offerings. All rights and obligations
hereunder shall terminate
upon the earlier of
(i) the consummation of a
Qualified Public Offering, except that the provisions
regarding registration rights in
Section 9 shall continue to apply following a termination pursuant to this clause (i)
and (ii) a Change in
Control of the Company.


 


Section
17.         Headings. The headings of
this Agreement are inserted for convenience only and do
not constitute a part of this Agreement.


 


Section
18.         Counterparts and Facsimile Signatures. This Agreement may be
executed in one or
more counterparts and each of such counterparts shall be deemed
to be an original for all purposes, and all of such counterparts shall together constitute
one and the same document. Any signature required for the
execution of this Agreement may be in the form of either an original signature or a facsimile transmission
bearing the signature of any party to
this Agreement. No objection shall be raised as to the authenticity of any signature due solely
to the fact that said
signature was transmitted via facsimile.


 



    	15



    	 



    

 


Section
19.         Definitions. For purposes of this Agreement, the
following terms have the indicated meanings:


 


"Acquisition"
is defined in the recitals to
this Agreement.


 


"Affiliate"
means, with respect to any Person, any other Person directly or indirectly controlling,
controlled by, or under
common control with, such first Person. As
used in this definition
of the term "Affiliate,"
"control" (including the terms "controlled
by" and "under common control with") means
the possession, directly or
indirectly, of the power to direct or cause
the direction of the management policies of a Person
by reason of ownership of voting securities, by contract,
or otherwise.


 


"Agreement"
is defined in the preamble to this Agreement. 


 


"Availability
Notice" is defined
in Section 4(c)(i). 


 


"Available
Shares" is defined in Section 4(c)(i).


 


"Board' means the Board
of Directors of the Company.


 


"Call Right"
is defined in Section 4.


 


"Call Notice"
is defined in Section
4(b).


 


"Cause"
means (i) the refusal
or neglect of the Management Stockholder to perform substantially
his or her employment-related duties;
(ii) the Management Stockholder's personal dishonesty,
incompetence, willful misconduct, or breach of fiduciary duty;
(iii) the Management Stockholder's conviction of
or entering a plea of guilty
or nolo contendere (or any applicable equivalent thereof)
to a crime constituting a felony (or a crime or offense
of equivalent magnitude in any jurisdiction) or his or her willful violation of any other
law, rule, or regulation (other than a traffic violation or
other offense or violation outside of the course of employment
that in no way adversely affects the
Company or any Subsidiary or its reputation or the ability
of the Management Stockholder to perform his or her
employment related duties or to represent
the Company or any
Subsidiary); or (iv)
the material breach by
the Management Stockholder of any covenant
or agreement with
the Company or any Subsidiary, or any written policy
of the Company or
any Subsidiary, not to
disclose any information
pertaining to the Company or
any Subsidiary or not to compete or interfere with the Company or any Subsidiary; provided
that with respect to any Management Stockholder
who is party to an employment agreement with
the Company or any Subsidiary, "Cause" shall have the
meaning specified in such
Management Stockholder's employment agreement.


 


"Closing"
means the date on which the transactions contemplated
by the Merger Agreement were
consummated.


 



    	16



    	 



    

 


"Change in
Control" means a transaction or series of transactions (other than a Public Offering): (i) involving the
sale, transfer, or other disposition by Providence to one or more persons or entities that are not, immediately prior to such
sale, affiliates of the Company or the Providence Entities, of all or substantially all of the Shares beneficially owned by
Providence as of the date of such transaction; or (ii) involving the sale, transfer, or other disposition of all or
substantially all of the assets of the Company and the Subsidiaries, taken as a whole, to one or more persons or entities
that are not, immediately prior to such sale, transfer, or other disposition, affiliates of the Company or Providence.


 


"Code" means the Internal Revenue
Code of 1986, as amended.


 


"Company" is defined in the preamble
to this Agreement.


 


"Custody Agreement and Power of Attorney"
is defined in Section 8(d).


 


"Disability" means
a physical or mental impairment that renders a Management Stockholder unable to perform the essential functions of the Management
Stockholder's position even with reasonable accommodation (that does not impose an undue hardship on the Company), and which has
lasted at least 60 consecutive days; provided that with respect to any Management Stockholder who is party to an employment
agreement with the Company or any Subsidiary, "Disability" shall have the meaning specified in such Management Stockholder's
employment agreement. A physician selected by the Company or its insurers shall make the determination of the existence of a Disability.


 


"Election Period' is defined in Section
4(c)(ii).


 


"Financing Documents" is defined
in Section 6.


 


"Good
Reason" means, with respect to any Management Stockholder who is party to an employment agreement with the Company or
any Subsidiary, the meaning specified in such Management Stockholder's employment agreement.


 


"Management Stockholder" is defined
in the preamble to this Agreement.


 


"Maximum Amount" is defined in Section
6.


 


"Merger Agreement"
is defined in the recitals to this Agreement.


 


"Merger Sub" is
defined in the recitals to this Agreement.


 


"Participation Notice"
is defined in Section 8(c).


 


"Parent" is defined in the recitals
to this Agreement.


 



    	17



    	 



    

 


"Permitted Transferee"
means with respect to a Management Stockholder, such Management
Stockholder's spouse or any lineal ancestor or descendant of such
Management Stockholder.


 


"Person"
means any individual, corporation, partnership,
firm, joint venture, association, limited liability company, joint-stock
company, trust, estate, unincorporated organization, governmental
or regulatory body or other legal entity.


 


"Proposed Sale"
is defined in Section 8(b).


 


"Providence" is defined in the
preamble to this Agreement.


 


"Public Offering"
means a public offering pursuant to an effective registration
statement filed with the Securities
and Exchange Commission that covers Shares that,
after the closing of such public offering, will be
traded on the New York Stock Exchange, the American
Stock Exchange, or the National Association of Securities
Dealers Automated Quotation System or any
comparable non-U.S. exchange or system.


 


"Qualified Public
Offering" means a Public Offering of Shares either (a) where the Company
has received net proceeds of at least $200 million (measured
as of the time of issuance); or (b) which constitutes at
least 15% of the Company's outstanding Shares (measured
as of the date of determination) after giving effect to
such offering (including the underwriters' exercise of
any over-allotment option).


 


"Registration
Expenses" means any and all fees and expenses
incident to the performance by the Company of its obligations
under Section 9, including without limitation (i)
all Securities and Exchange Commission, Financial Industry Regulatory
Authority, Inc., or other registration and filing
fees, or the registration and filing fees of any other
U.S. or non-U.S. stock exchange; (ii) all
fees and expenses of complying with securities or
blue sky laws (including reasonable fees and disbursements of counsel
for the underwriters in connection with blue sky qualifications
of the Shares); (iii) all
printing, messenger, and delivery expenses; (iv)
all fees and expenses
incurred in connection with the listing of the Shares on
any securities exchange and all rating agency fees; (v)
the fees and disbursements of counsel for the Company and
of its independent public accountants, including the expenses of any special audits and/or
"cold comfort" letters required by or incident to such performance and compliance;
(vi) any fees and disbursements of underwriters customarily paid by the issuers or sellers
of securities, including liability insurance if the Company so
desires or if the underwriters so require, and the
reasonable fees and expenses of any special experts retained
in connection with the requested registration, but
excluding underwriting discounts and commissions and transfer
taxes, if any; and (vii) the costs and expenses
of the Company relating to analyst and investor
presentations or any "road show" undertaken in connection
with any registration and/or marketing of the Shares.


 



    	18



    	 



    

 


"Sale Notice" is
defined in Section 8(b).


 


"Securities Act"
means the Securities Act of 1933, as
amended, or any successor federal statute, and the rules
and regulations thereunder which shall be in effect
at the time. Any reference to a particular section thereof
shall include a reference to the corresponding section, if any,
of any such successor federal statute, and the rules and
regulations thereunder.


 


"Securities Laws" is defined
in Section 9(a).


 


"Shares" is
defined in the recitals to this Agreement.


 


"Shelf Registration
Statement" means a registration statement to permit
the Company to sell Shares on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act (or
any similar rule that may be adopted
by the Securities and Exchange Commission) in accordance with
the intended method or methods of disposition by the
Company.


 


"SRA" is defined in the recitals
to this Agreement.


 


"Stockholders"
means Providence, the Management Stockholders, and the "Rollover
Stockholders" and "Investor Stockholders," as such terms are defined in
the Amended and Restated Stockholders Agreement, dated
as of October 17, 2011, among Providence and various
other parties thereto.


 


"Subsidiary"
means, as to any Person (i) any corporation of which a majority of
the securities entitled to vote generally in the election of
directors thereof, at the time as of which any determination
is being made, are owned by such Person, either directly or indirectly, and (ii)
any joint venture, general or limited partnership, limited liability
company or other legal entity in which such Person
is the record or beneficial owner, directly or indirectly,
of a majority of the voting interests or the general
partner.


 


"Supplemental Call Notice" is
defined in Section 4(c)(iii).


 


"Tag-Along Shares" is
defined in Section 8(b).


 


"Termination Date" is defined in
Section 4(b).


 


"Transfer" is
defined in Section 1(a).


 


[Signature
Page Follows]


 



    	19



    	 



    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.


 


	 	STERLING HOLDCO INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	PROVIDENCE EQUITY PARTNERS VI L.P.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	PROVIDENCE EQUITY PARTNERS VI-
    A L.P.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page
to Sterling Holdco Management Stockholders
Agreement]