SRA INTERNATIONAL, INC.
Offer to exchange its 11% Senior Notes due 2019, which have been
registered under the Securities Act of 1933, for any and all of its outstanding
11% Senior Notes due 2019
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON [●], 2012, UNLESS EXTENDED.
[●],2012
To Our Clients:
Enclosed for your consideration is a prospectus dated[●], 2012 (the “prospectus”) and the accompanying letter of transmittal (which together constitute the “exchange offer”) relating to the offer by SRA International, Inc. (the “Company”) to exchange up to $400,000,000 aggregate principal amount of its new 11% Senior Notes due 2019, which have been registered under the Securities Act of 1933 (the “exchange notes”), for any and all of its outstanding 11% Senior Notes due 2019 (the “old notes”). As set forth in the prospectus, the terms of the exchange notes are substantially identical to the old notes, except that the exchange notes have been registered under the Securities Act of 1993 and therefore will not be subject to certain restrictions on their transfer and will not contain certain provisions providing for an increase in the interest rate thereon under the circumstances set forth in the registration rights agreement described in the prospectus. Old notes may be tendered in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof.
We are forwarding the enclosed material to you as the beneficial owner of old notes held by us for your account or benefit but not registered in your name. Only we may tender old notes in the exchange offer as the registered holder, if you so instruct us. Therefore, the Company urges beneficial owners of old notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such holder promptly if they wish to exchange old notes in the exchange offer.
Accordingly, we request instructions as to whether you wish us to exchange any or all old notes held by us for your account or benefit pursuant to the terms and conditions set forth in the prospectus and the letter of transmittal. We urge you to read carefully the prospectus and the letter of transmittal before instructing us to exchange your old notes.
You should forward instructions to us as promptly as possible in order to permit us to exchange old notes on your behalf before the exchange offer expires at 5:00 p.m., New York City time on[●], 2012, unless extended. A tender of old notes may be withdrawn at any time prior to the expiration time, which is 5:00 p.m., New York City time on[●], 2012, or the latest time to which the exchange offer is extended.
We call your attention to the following:
| 1. | The exchange offer will expire at 5:00 p.m., New York City time on[●], 2012, unless extended (the “expiration date”). Old notes may be withdrawn, subject to the procedures described in the prospectus, at any time prior to 5:00 p.m. New York City time, on the expiration date. |
| 2. | The exchange offer is for the exchange of $2,000 principal amount of exchange notes, and integral multiples of $1,000 in excess thereof, for each $2,000 principal amount of exchange notes, and integral multiples of $1,000 in excess thereof. An aggregate principal amount of $400,000,000 of old notes was outstanding as of[●], 2012. |
| 3. | The exchange offer is subject to certain conditions. See “Exchange Offer— Certain Conditions to this Exchange Offer” in the prospectus. |
| 4. | The Company has agreed to pay certain of the expenses of the exchange offer. It will pay any transfer taxes incident to the transfer of old notes from the tendering holder to the Company, except as provided in the prospectus and the letter of transmittal. See “Exchange Offer—Fees and Expenses” in the prospectus and instruction 8 of the letter of transmittal. |
| 5. | Based on an interpretation of the Securities Act of 1933 by the staff of the Securities Exchange Commission, the Company believes that the exchange notes issued in the exchange offer may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act of 1933 as long as: |
| a. | you are acquiring the exchange notes in the ordinary course of your business; |
| b. | you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in a distribution of the exchange notes; |
| c. | you are not an “affiliate” of the Company; and |
| d. | you are not a broker-dealer that acquired any of its old notes directly from the Company. |
The Company is not making the exchange offer to, nor will it accept tenders from or on behalf of, holders of old notes residing in any jurisdiction in which the making of the exchange offer or the acceptance of tenders would not be in compliance with the laws of such jurisdiction.
If you wish us to tender any or all of your old notes held by us for your account or benefit, please so instruct us by completing, executing and returning to us the attached instruction form.The accompanying letter of transmittal is furnished to you for informational purposes only and may NOT be used by you to exchange old notes held by us and registered in our name for your account or benefit.
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INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter and the material enclosed with and referred to in your letter relating to the exchange offer.
This will instruct you to tender for exchange the aggregate principal amount of old notes indicated below (or, if no aggregate principal amount is indicated below, all old notes) held by you for the account or benefit of the undersigned, pursuant to the terms and conditions set forth in the prospectus and the letter of transmittal.
Aggregate principal amount of old notes to be tendered for exchange:*
$ ________________ 11% Senior Notes due 2019
*I (we) understand that if I (we) sign this instruction form without indicating an aggregate principal amount of old notes in the space above, all old notes held by you for my (our) account will be tendered for exchange.
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None of the old notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all the old notes held by us for your account for exchange notes.
