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Exhibit 4.1  


 
  REGISTRATION RIGHTS AGREEMENT    
  


        THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of October 29, 1998, by and among SI
International, Inc., a Delaware corporation (the "Company"), SI International, L.L.C., a Delaware limited liability company (the
"LLC"), Frontenac and the Management Members. Capitalized terms used but not otherwise defined herein have the meanings set forth in
Section 8 hereof. 


        NOW,
THEREFORE, in consideration of the mutual promises made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, agree as follows: 


        1.    Demand Registrations.


        (a)    Requests
for Registration. At any time after the date hereof and prior to the Company's Initial Public Offering, the LLC (and, upon the
LLC's dissolution, the holders of a majority of the Frontenac Registrable Securities then outstanding) may request registration under the Securities Act of all or any portion of their Registrable
Securities on Form S-l or any similar long-form registration (a "Long-Form Registration"). After the Company's Initial Public
Offering, the LLC may request three Long-Form Registrations and an unlimited number of Short-Form Registrations (as defined below). If after the Company's Initial Public
Offering, the LLC dissolves: (i) the holders of a majority of the Frontenac Registrable Securities then outstanding, may request up to two Long-Form Registrations, (ii) the
holders of at least 5% of the Registrable Securities then outstanding may request an unlimited number of registrations under the Securities Act of all or any portion of their Registrable Securities on
Form S-3 or any similar short-form registration ("Short-Form Registrations") if available; provided
that the aggregate offering value of the Registrable Securities requested to be registered in any registration under this Section l(a) (any "Demand
Registration") must equal at least $20 million if the registration is the Company's Initial Public Offering, at least $10 million in any other Long-Form
Registration, and at least $10 million in any Short-Form Registration. 


        All
requests for Demand Registrations shall be made by giving written notice to the Company (the "Demand Notice"). Each Demand Notice shall specify the
approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten days after receipt of any Demand Notice, the Company
shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the provisions of Section l(d) below, shall
include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company's
notice. 


        (b)    Expenses;
Withdrawal. The Company shall pay all Registration Expenses of all holders of Registrable Securities in all Demand Registrations.
A registration shall not count as one of the permitted Long-Form Registrations until it has become effective or if the holders of Registrable Securities initially requesting such
registration are not able to register and sell at least 90% of the Registrable Securities requested to be included in such registration; provided that the Company shall in
any event pay all Registration Expenses in connection with any registration initiated as a Demand Registration whether or not it has become effective and whether or not such registration has counted
as one of the permitted Long-Form Registrations. All Long-Form Registrations shall be underwritten registrations unless otherwise requested by the holders of a majority of the
Registrable Securities included in the applicable Long-Form Registration. 


        (c)    Short-Form
Registrations. Demand Registrations shall be Short-Form Registrations whenever the Company is permitted
to use any applicable short form. After the Company has become subject to the reporting requirements of the Securities Exchange Act, the Company shall use its best efforts to make
Short-Form Registrations on Form S-3 (or any successor form) available for the sale of Registrable Securities. 





 



        (d)    Priority
on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable
Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the
managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering
exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the
Registrable Securities initially requesting registration, the Company shall include in such registration the number which can be so sold in the following order of priorities: (i) first, the
Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and
(ii) second, other securities requested to be included in such registration. Notwithstanding the foregoing, if a
Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities held by Management Members (or
their family members) requested to be included in such offering would adversely affect the marketability of the offering, the Company shall be entitled to exclude from such offering the Registrable
Securities held by such Management Members (or their family members). 


        (e)    Restrictions
on Long-Form Registrations. The Company shall not be obligated to effect any Demand Registration which is a
Long-Form Registration within 180 days after the effective date of a previous Demand Registration which was a Long-Form Registration or a previous registration in which
the holders of Registrable Securities were given piggyback rights pursuant to Section 2 and in which there was no reduction in the number of Registrable Securities
requested to be included. The Company may postpone for up to 180 days the filing or the effectiveness of a registration statement for a Demand Registration if the Company's board of directors
(the "Board") determines in its reasonable good faith judgment that such Demand Registration would reasonably be expected to have a material adverse effect on any proposal
or plan by the Company or any of its Subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization or
similar transaction; provided that in such event, the holders of Registrable Securities initially requesting such Demand Registration shall be entitled to withdraw such
request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all Registration Expenses in
connection with such withdrawn registration. The Company may delay a Demand Registration hereunder only once in any twelve-month period. 


        (f)    Selection
of Underwriters. Subject to the approval rights granted to the LLC (and, upon the LLC's dissolution, to certain holders of the
Company's securities) under the Stock Purchase Agreement, the Board shall select the investment banker(s) and manager(s) to administer the offering. 


        (g)    Other
Registration Rights. Except as provided in this Agreement (including Section 9(d)), the Company
shall not grant to any Persons the right to request the Company to register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities,
without the prior written consent of the holders of a majority of the Frontenac Registrable Securities (or, if none, Registrable Securities) then outstanding; provided
that the Company may grant rights to other Persons to participate in Piggyback Registrations so long as such rights are subordinate to the rights of the holders of Registrable Securities with respect
to such Piggyback Registrations. 


        2.    Piggyback Registrations.  


        (a)    Right to Piggyback. Whenever the Company proposes to register any of its securities under the Securities Act (other
than pursuant to a Demand Registration) and the registration form to be used may be used for the registration of Registrable Securities (a "Piggyback Registration"), the
Company shall give prompt written notice (in any event within three business days after its receipt of notice of 


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any exercise of demand registration rights other than under this Agreement) to all holders of Registrable Securities of its intention to effect such a registration and shall include in such
registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 days after the receipt of the Company's notice. 


        (b)    Piggyback
Expenses. The Registration Expenses of the holders of Registrable Securities shall be paid by the Company in all Piggyback
Registrations. 


        (c)    Priority
on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the
managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly
manner in such offering within a price range acceptable to the Company, the Company shall include in such registration (i) first, the securities the Company proposes to sell,
(ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by
each such holder, and (iii) third, other securities requested to be included in such registration. Notwithstanding the foregoing, if a Piggyback Registration is an underwritten offering and the
managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities held by Management Members (or their family members) requested to be included in such
offering would adversely affect the marketability of the offering, the Company shall be entitled to exclude from such offering the Registrable Securities held by such Management Members (or their
family members). 


        (d)    Priority
on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the
Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which
can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration, the Company shall include in such registration
(i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata
among the holders of any such securities on the basis of the number of securities so requested to be included therein owned by each such holder, and (ii) second, other securities requested to be
included in such registration. Notwithstanding the foregoing, if a Piggyback Registration is an underwritten secondary offering and the managing underwriters advise the Company in writing that in
their opinion the number of Registrable Securities held by Management Members (or their family members) requested to be included in such offering would adversely affect the marketability of the
offering, the Company shall be entitled to exclude from such offering the Registrable Securities held by such Management Members (or their family members). 


        (e)    Selection
of Underwriters. Subject to the approval rights granted to the LLC (and, upon the LLC's dissolution, to certain holders of the
Company's securities) under the Stock Purchase Agreement, the Board shall select the investment banker(s) and manager(s) to administer the offering. 


        (f)    Other
Registrations. If the Company has previously filed a registration statement with respect to Registrable Securities pursuant to
Section 1 or pursuant to this Section 2, and if such previous registration has not been withdrawn or abandoned, the Company
shall not file or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the
Securities Act (except on Form S-8 or any successor form), whether on its own behalf or at the request of any holder or holders of such securities, until a period of at least
180 days has elapsed from the effective date of such previous registration. 


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        3.    Holdback Agreements.  


        (a)    Holders of Registrable Securities. Each holder of Registrable Securities shall not effect any public sale or
distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the seven
days prior to and (i) the 180-day period beginning on the effective date of the Initial Public Offering in the case of the Initial Public Offering and (ii) the
90-day period beginning on the effective date of any other underwritten Demand Registration or any underwritten Piggyback Registration in which Registrable Securities are included (in each
case, except as part of such underwritten registration), unless in each case the underwriters managing the registered public offering otherwise agree. 


        (b)    The
Company. The Company (i) shall not effect any public sale or distribution of its equity securities, or any securities convertible
into or exchangeable or exercisable for such securities, during the seven days prior to and during the 180-day period beginning on the effective date of any underwritten Demand
Registration or any underwritten Piggyback Registration (except as part of such underwritten registration or pursuant to registrations on Form S-8 or any successor form), unless the
underwriters managing the registered public offering otherwise agree, and (ii) shall cause each holder of its Common Stock, or any securities convertible into or exchangeable or exercisable for
Common Stock, purchased from the Company at any time after the date of this Agreement (other than in a registered public offering or pursuant to Rule 144) to agree not to effect any public sale
or distribution (including sales pursuant to Rule 144) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the
underwriters managing the registered public offering otherwise agree. 


        4.    Registration Procedures. Whenever the holders of Registrable Securities have requested that
any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with
the intended method of disposition thereof, and pursuant thereto the Company shall as expeditiously as possible: 


        (a)    prepare
and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities and use its best efforts to cause such
registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or
supplements thereto, the Company shall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents
proposed to be filed, which documents shall be subject to the review and comment of such counsel); 


        (b)    notify
each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the Securities and Exchange
Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period
of not less than 180 days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement; 


        (c)    furnish
to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in
such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities
owned by such seller; 


        (d)    use
its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably
requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to 


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consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company shall not be required to (i) qualify generally to do business in
any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general
service of process in any such jurisdiction); 


        (e)    notify
each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening
of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not
misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable
Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; 


        (f)    cause
all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed,
to be listed on the Nasdaq and, if listed on the Nasdaq, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a Nasdaq "national
market system security" within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure Nasdaq authorization for such Registrable Securities
and, without limiting the generality of the foregoing, to
arrange for at least two market makers to register as such with respect to such Registrable Securities with the NASD; 


        (g)    provide
a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement; 


        (h)    enter
into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the
Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including effecting a stock split
or a combination of shares); 


        (i)    make
available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any
attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's
officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such
registration statement; 


        (j)    otherwise
use its best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders,
as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective
date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; 


        (k)    permit
any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the
Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable
judgment of such holder and its counsel should be included; 


        (l)    in
the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related
prospectus or suspending 


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the qualification of any common stock included in such registration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order; 



        (m)    obtain
a cold comfort letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold
comfort letters as the holders of a majority of the Registrable Securities being sold reasonably request; and 


        (n)    use
its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or
authorities as may be necessary to enable the sellers thereof to consummate the disposition of the Registrable Securities. 


        5.    Registration Expenses.  


        (a)    Expenses. All expenses incident to the Company's performance of or compliance with this Agreement, including without
limitation all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of custodians,
and fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding discounts and commissions) and other Persons retained by the Company
(all such expenses being herein called "Registration Expenses"), shall be borne as provided in this Agreement, except that the Company shall, in any event, pay its
internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review,
the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then
listed or on the Nasdaq. 


        (b)    Reimbursement
of Counsel. In connection with each Demand Registration and each Piggyback Registration, the Company shall reimburse the
holders of Registrable Securities included in such registration for the reasonable fees and disbursements of one counsel chosen by the holders of a majority of the Frontenac Registrable Securities
(or, if none, Registrable Securities) included in such registration and for the reasonable fees and disbursements of each additional counsel retained by any holder of Registrable Securities solely for
the purpose of rendering a legal opinion to underwriters on behalf of such holder in connection with any underwritten Demand Registration or Piggyback Registration. 


        (c)    Payment
of Certain Expenses by Holders of Registrable Securities. Underwriting discounts and commissions and transfer taxes relating to the
Registrable Securities included in any registration hereunder, and all fees and expenses of counsel for any holder of Registrable Securities (other than fees and expenses to be reimbursed by the
Company as set forth in Section (b) above) shall be borne and paid by the holders of such Registrable Securities. 


        6.    Indemnification.  


        (a)    The Company agrees to indemnify, to the extent permitted by law, each holder of Registrable Securities, its officers and directors and each
Person that controls such holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of material
fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such holder
expressly for use therein or by such holder's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such holder
with a sufficient number of copies of the same. In connection with an underwritten offering, the Company shall indemnify such underwriters, their officers and directors 


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and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable
Securities. 


        (b)    In
connection with any registration statement in which a holder of Registrable Securities is participating, each such holder shall furnish to the Company in writing such
information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, shall indemnify the Company,
its directors and officers and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue
or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged
omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any
information or affidavit so furnished in writing by such holder; provided that the obligation to indemnify shall be individual, not joint and several, for each holder and shall be limited to the net
amount of proceeds received by such holder from the sale of Registrable Securities pursuant to such registration statement. 


        (c)    Any
Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks
indemnification (provided that the failure to give prompt notice shall not impair any Person's right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party)
and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any
liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to,
assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in
the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. 


        (d)    The
indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party
or any officer, director or controlling Person of such indemnified party and shall survive the transfer of securities. The Company also agrees to make such provisions, as are reasonably requested by
any indemnified party, for contribution to such party in the event the Company's indemnification is unavailable for any reason such that such provisions provide the same obligations and benefits to
the indemnified party as those which would have been applicable had the indemnification provisions in Sections 6(a) and (b) been available
taking into account all of the limitations set forth in Sections 6(a) and (b). 


        7.    Participation in Underwritten Registrations. No Person may participate in any registration
hereunder which is underwritten unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled
hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms
of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any
representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder's intended method of distribution) or to undertake any
indemnification obligations to the Company with respect thereto, except as otherwise provided in Section 6(b) hereof, or to the underwriters with respect thereto,
except to the extent of the indemnification being given to the Company and its controlling persons in Section 6(a) hereof. 


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        8.    Definitions.  


        "Class A Units" has the meaning ascribed to such term in the LLC Agreement. 


        "Class B
Units" has the meaning ascribed to such term in the LLC Agreement, 



        "Common
Stock" means the Company's Common Stock, par value $.01 per share. 


        "Frontenac"
has the meaning ascribed to such term in the Stock Purchase Agreement. 


        "Frontenac
Registrable Securities" means Registrable Securities distributed upon liquidation of the LLC to the holders of any Class A Units initially
issued to Frontenac under the Investor Purchase Agreement. 


        "Initial
Public Offering" means a sale of Common Stock to the public registered under the Securities Act on Form S-l or any similar form. 



        "Investor
Purchase Agreement" means that certain purchase agreement of even date herewith by and between the LLC and Frontenac. 


        "LLC
Agreement" means that certain limited liability company agreement of even date herewith entered into by and among the members of the LLC, as amended
from time to time according to its terms. 


        "Management
Agreements" has the meaning ascribed to such term in the LLC Agreement. 


        "Management
Members" has the meaning ascribed to such term in the LLC Agreement. 


        "Management
Registrable Securities" means Registrable Securities distributed upon liquidation of the LLC to the holders of any Class A Units or
Class B Units issued to any Management Member pursuant to a Management Agreement. 


        "Person"
means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an
unincorporated organization and a governmental entity or any department, agency or political subdivision thereof. 


        "Registrable
Securities" means (i) any Common Stock issued with respect to any Class A Units or Class B Units upon the dissolution and
liquidation of the LLC, (ii) any Common Stock issued or issuable with respect to the securities referred to in clause (i) by way of a stock dividend or stock split or in connection with
a combination of shares, recapitalization, merger, consolidation or other reorganization, and (iii) any other Common Stock of the Company held by any holder of Registrable Securities;
provided that with respect to any Registrable Securities, such securities shall cease to be Registrable Securities when they have been distributed to the public pursuant
to an offering registered under the Securities Act or sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any similar rule
promulgated by the Securities Exchange Commission then in force). 


        "Securities
Act" means the Securities Act of 1933, as amended from time to time. 


        "Stock
Purchase Agreement" means that certain stock purchase agreement of even date herewith by and between the Company and the LLC, as amended from time to
time in accordance with its terms. 


        "Unit"
has the meaning ascribed to such term in the LLC Agreement. 


        9.    Miscellaneous.  


        (a)    No Inconsistent Agreements. The Company shall not hereafter enter into any agreement with respect to its securities
which is inconsistent with or violates the rights granted to the holders of Registrable Securities in this Agreement. 


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        (b)    Adjustments
Affecting Registrable Securities. The Company shall not take any action, or permit any change to occur, with respect to its
securities which would materially and adversely affect the ability of the holders of Registrable Securities to include such Registrable Securities in a registration undertaken pursuant to this
Agreement or which would materially and adversely affect the marketability of such Registrable Securities in any such registration (including, without limitation, effecting a stock split or a
combination of shares). 


        (c)    Remedies.
Any Person having rights under any provision of this Agreement shall be entitled to enforce such rights specifically, to recover
damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. The parties hereto agree and acknowledge that money damages may not be an
adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond
or other security) for specific performance and for other injunctive relief in order to enforce or prevent violation of the provisions of this Agreement. 


        (d)    Amendments
and Waivers. Except as otherwise provided herein, the provisions of this Agreement may be amended or waived only (i) prior
to the dissolution of the LLC, upon the prior written consent of the Company and the LLC or (ii) after the dissolution of the LLC, the holders of a majority of the Frontenac Registrable
Securities; provided that if any such amendment or waiver would adversely affect any class of Registrable Securities relative to the holders of Frontenac Registrable
Securities voting in favor of such amendment or waiver, such amendment or waiver shall also require the approval of the holders of a majority of the class of Registrable Securities held by all holders
so adversely affected. 


        (e)    Successors
and Assigns. All covenants and agreements in this Agreement by or on behalf of any of the parties hereto shall bind and inure to
the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. In addition, whether or not any express assignment has been made, the provisions of this
Agreement which are for the benefit of purchasers or holders of Registrable Securities are also for the benefit of, and enforceable by, any subsequent holder of Registrable Securities. 



        (f)    Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of this Agreement. 


        (g)    Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of
more than one party, but all such counterparts taken together shall constitute one and the same Agreement. Any Management Member may at any time after the date hereof, with the prior written approval
of the LLC and the Company, become a party to this Agreement by executing a counterpart to this Agreement agreeing to be bound by the provisions hereof as if such Management Member were an original
signatory hereto (which joinder shall not constitute a modification, amendment, or waiver hereof). 


        (h)    Descriptive
Headings: Interpretation: No Strict Construction. The descriptive headings of this Agreement are inserted for convenience only
and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms,
and the singular forms of nouns, pronouns, and verbs shall include the plural and vice versa. Reference to any agreement, document, or instrument means such agreement, document, or instrument as
amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. The use of the words "include" or "including" in this Agreement shall be by way of
example rather than by limitation. The use of the words "or," "either" or "any" shall not be exclusive. The parties hereto have participated jointly in the negotiation and drafting of this Agreement.
In the event an ambiguity or question of intent or 


9





 




interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of
the authorship of any of the provisions of this Agreement. 


        (i)    Governing Law. The corporate law of the State of Delaware shall govern all issues and questions concerning the
relative rights of the Company and its stockholders. All other issues and questions concerning the construction, validity, interpretation and enforcement of this Agreement and the exhibits and
schedules hereto shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether
of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.


        (j)    Notices.
All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall
be in writing and shall be deemed to have been given when (a) delivered personally to the recipient, (b) telecopied to the recipient (with hard copy sent to the recipient by reputable
overnight courier service (charges prepaid) that same day) if telecopied before 5:00 p.m. Chicago, Illinois time on a business day, and otherwise on the next business day, or (c) one
business day after being sent to the recipient by reputable overnight courier service (charges prepaid). Such notices, demands and other communications shall be sent to the Company at the address set
forth below and to any holder of Registrable Securities at such address as indicated by the Company's records, or at such address or to the attention of such other person as the recipient party has
specified by prior written notice to the sending party. The Company's address is: 





c/o
Frontenac Company

135 South LaSalle Street

Suite 3800

Chicago, Illinois 60603

Attention: James E. Crawford, III

Telephone: (312) 368-0044

Telecopy: (312) 368-9520 






        (k)    Business
Days. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or legal holiday
in the state in which the Company's chief-executive office is located, the time period shall automatically be extended to the business day immediately following such Saturday, Sunday or legal holiday. 


        (l)    Delivery
by Facsimile. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection
herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine, shall be treated in all manner and
respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of
any party hereto or to any such agreement or instrument, each other party hereto or thereto shall reexecute original forms thereof and deliver them to all other parties. No party hereto or to any such
agreement or instrument shall raise the use of a facsimile machine to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a
facsimile machine as a defense to the formation or enforceability of a contract and each such party forever waives any such defense. 


*        *        *        *        * 


10





 

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



	 	 	 	SI INTERNATIONAL, INC.
	

 	

 	
 	

By:	

/s/  RAY J. OLESON      
	 	 	 	Its:	President
	

*By:	

Frontenac VII Limited Partnership	
 	
SI INTERNATIONAL, L.L.C.
	  Its:	Managing Member	 	 	 
	  By:	Frontenac Company VII, L.L.C.	 	By:	/s/  JAMES E CRAWFORD, III      
	  Its:	General Partner	 	Its:	Principal
	

 	

 	
 	

/s/  WALTER J. CULVER   

Dr. Walter J. Culver
	

 	

 	
 	

/s/  RAY J. OLESON    

Ray J. Oleson
	

 	

 	
 	

/s/  THOMAS LLOYD   

Thomas Lloyd
	

 	

 	
 	
FRONTENAC VII LIMITED PARTNERSHIP
	

 	

 	
 	

By:	

Frontenac Company VII, L.L.C.
	 	 	 	Its:	General Partner
	

 	

 	
 	

By:	

/s/  JAMES E. CRAWFORD, III      
	 	 	 	Its:	Principal
	

 	

 	
 	
FRONTENAC MASTERS VII LIMITED PARTNERSHIP
	

 	

 	
 	

By:	

Frontenac Company VII, L.L.C.
	 	 	 	Its:	General Partner
	

 	

 	
 	

By:	

/s/  JAMES E. CRAWFORD, III      
	 	 	 	Its:	Principal




11







 
 

AMENDMENT NO. 1
  TO
  REGISTRATION RIGHTS AGREEMENT    
  


        THIS AMENDMENT NO. 1, effective as of March 9, 2000, is made by SI International, L.L.C., a Delaware limited liability company (the
"LLC") and SI International, Inc., a Delaware corporation (the "Company"). 


        The
LLC and the Company are parties to a Registration Rights Agreement dated as of October 29, 1998 (the "Pre-Amendment Registration Rights
Agreement"). Pursuant to Section 9(d) Pre-Amendment Registration Rights Agreement, the LLC and the Company desire to amend the Pre-Amendment
Registration Rights Agreement. Each capitalized term that is not otherwise defined in this Amendment shall have the meaning which the Pre-Amendment Registration Rights Agreement assigns to such term. 


        The
parties hereto agree as follows: 


        1.    Conflicts.    Section 9 of the Pre-Amendment
Registration Rights Agreement is hereby amended by adding the following subsection. 



        (m)    Conflicts.    Notwithstanding anything contained herein to the contrary, in the
event that and to the extent that the provisions of this Agreement are in conflict with the provisions of the Warrantholders Right Agreement dated as of March 9, 2000 among the Company, the
LLC, Frontenac and Banc of America Commercial Finance Corporation (the "Warrantholders Right Agreement"), the provisions of the Warrantholders Rights Agreements shall
control. 




        2.    Counterparts.    This Amendment may be executed in any number of counterparts, any
one of which need not contain the signatures of more than one party, but all of such counterparts together shall constitute one amendment. 



        3.    Governing Law.    All issues and questions concerning the construction, validity,
enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordant with, the laws of the State of Delaware, without giving effect
to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the
State of Delaware. In furtherance of the foregoing, the internal law of the State of Delaware shall control the interpretation and construction of this Agreement (and all schedules and exhibits
hereto), even though under that
jurisdiction's choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply. 


        4.    Effect on Pre-Amendment Registration Rights Agreement.    Except as it is otherwise
expressly amended or modified by this Amendment, the Pre-Amendment Registration Rights Agreement remains in full force and effect. 


*        *        *        *        *







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



	 	 	SI INTERNATIONAL, INC.
	

 	
 	

By:	
 	

/s/  DAVID A. KARISH      
	 	 	Its:	 	Vice President
	

 	
 	

SI INTERNATIONAL, L.L.C.
	

 	
 	

By:	
 	

Frontenac VII Limited Partnership
	 	 	Its:	 	Managing Member
	

 	
 	

By:	
 	

Frontenac Company VII, L.L.C.
	 	 	Its:	 	General Partner
	

 	
 	

By:	
 	

/s/  JAMES E. CRAWFORD, III      
	 	 	Its:	 	Member











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REGISTRATION RIGHTS AGREEMENT


AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT