Common use of Action to be Taken Clause in Contracts

Action to be Taken. Pursuant to the merger to be effected under that certain Agreement and Plan of Merger (the “Agreement”) dated as of August [l], 2015 by and among Computer Sciences Corporation, Computer Sciences Government Services Inc. (“Computer Sciences GS”), Star Second Merger Sub LLC, Star First Merger Sub Inc., SRA, SRA International, Inc. and the holders of common stock of SRA set forth on Schedule 1 of the Agreement, all of the Shares will be cancelled. The amount distributed by Computer Sciences Government Services Inc. at the consummation of the Merger (the “Closing”) after giving effect to the adjustments described below shall be the “Merger Consideration.” The exact amount of Merger Consideration to be distributed per share for Shares issued and outstanding cannot be determined at this time because such calculation will depend upon the number of outstanding Shares at the Closing (including Shares issued in connection with the cashless exercise of vested stock options prior to Closing) and the amount of any valid indemnification claims deducted from any escrow account established in connection with the Merger (the “Escrow Account”). • Because a portion of the Merger Consideration paid at Closing may be held in the Escrow Account until resolution of any matters for which indemnification may be provided by the stockholders of SRA under the Agreement (each, an “Indemnified Matter”), holders of the Shares may not receive the full amount of the per share consideration shortly after the Closing. In such event and subject to reduction for indemnification claims satisfied out of any escrowed funds, holders of the Shares would then receive the balance of the Merger Consideration owed to them with respect to the Escrow Account promptly after resolution of the Indemnified Matter. • To receive payment for your Shares, you must complete and sign page 4 of this Form, by following the instructions and notes for guidance set out on pages 3, 5 and 6. All Merger Consideration will be paid by either check or wire transfer in accordance with the instructions set forth on the cover page of this Form or, if applicable, in Box 1 on page 4. • Please note that all signatures of individuals must be witnessed. • Both Non-U.S. Stockholders and U.S. Stockholders should read and follow the instructions set forth in the enclosed document entitled “Important Tax Information” and Instructions 11 and 12 on page 5. • As a condition to receiving your Merger Consideration in the Merger, you must return this Form, duly completed and signed and accompanied by your share certificate(s) (and/or other documents of title), by mail or private courier service or (during business hours only) by hand to Computer Sciences GS at [__________________]. • If your share certificate(s) and/or other document(s) of title is/are with your bank, stockbroker or other agent you should complete and sign this Form and arrange for it to be delivered by such agent with your share certificate(s) and/or other document(s) of title at the above address as soon as possible. • If you hold your Shares jointly with others, you must arrange for all your joint holders to sign this Form.

Action to be Taken. Pursuant at and after Closing. (a) At Closing, Seller shall deliver to the merger Buyer: (i) Such bills of sale, endorsements, assignments, general warranty deeds and other good and sufficient instruments of transfer and conveyance as shall be reasonably deemed necessary or appropriate by Buyer to be effected under that certain Agreement vest in or confirm to Buyer good and Plan of Merger (the “Agreement”) dated as of August [l], 2015 by and among Computer Sciences Corporation, Computer Sciences Government Services Inc. (“Computer Sciences GS”), Star Second Merger Sub LLC, Star First Merger Sub Inc., SRA, SRA International, Inc. and the holders of common stock of SRA set forth on Schedule 1 of the Agreement, marketable title to all of the Shares will assets and properties constituting the Assets to be cancelled. The amount distributed by Computer Sciences Government Services Inc. at Acquired, free and clear of any and all liens, security interests, mortgages, charges or encumbrances of any kind, except for current taxes which are not yet due and payable but which are timely paid and except for the consummation Permitted Liens; (ii) A complete itemized list of the Merger (the “Closing”) after giving effect all of Seller's subscriber accounts receivable relating to the adjustments described below shall be the “Merger Consideration.” The exact amount Acquired Systems as of Merger Consideration a date no later than thirty (30) days prior to be distributed per share for Shares issued and outstanding cannot be determined at this time because such calculation will depend upon the number of outstanding Shares at the Closing Date, showing sums due and their respective aging for the period ending on the Closing Date; (including Shares issued in connection with the cashless exercise of vested stock options prior to Closingiii) and the amount of any valid indemnification claims deducted from any escrow account established in connection with the Merger (the “Escrow Account”). • Because a portion of the Merger Consideration paid at Closing may be held in the Escrow Account until resolution of any matters for which indemnification may be provided by the stockholders of SRA under the Agreement (each, an “Indemnified Matter”), holders of the Shares may not receive the full amount of the per share consideration shortly after the Closing. In such event and subject to reduction for indemnification claims satisfied out of any escrowed funds, holders of the Shares would then receive the balance of the Merger Consideration owed to them with With respect to the Escrow Account promptly after resolution Acquired Systems, a true, accurate and complete schedule as of the Indemnified Matter. • To receive payment for your SharesClosing Date of monetary obligations owed by Seller and not yet paid, you must complete items billed to Seller and sign page 4 not yet paid, items charged to or claimed against Seller and not yet paid, whether or not disputed, under each of the Franchises, Pole Attachment Agreements and Agreements to be assumed by Buyer under the terms of this Form, by following Agreement; (iv) Actual possession and operating control of the instructions Acquired Systems; (v) The documents and notes for guidance set out on pages 3, 5 and 6. All Merger Consideration will be paid by either check or wire transfer in accordance with the instructions set forth on the cover page of this Form or, if applicable, in Box 1 on page 4. • Please note that all signatures of individuals must be witnessed. • Both Non-U.S. Stockholders and U.S. Stockholders should read and follow the instructions set forth in the enclosed document entitled “Important Tax Information” and Instructions 11 and 12 on page 5. • As a condition to receiving your Merger Consideration in the Merger, you must return this Form, duly completed and signed and accompanied by your share certificate(s) (and/or other documents of title), by mail or private courier service or (during business hours only) by hand to Computer Sciences GS at [__________________]. • If your share certificate(s) and/or other document(s) of title is/are with your bank, stockbroker or other agent you should complete and sign this Form and arrange for it instruments required to be delivered by such agent Seller to Buyer pursuant to the terms of Section 6; and (vi) All of the consents designated as Required Consents on Schedule 3.02. (b) At Closing, Buyer shall deliver to Seller: (i) The Purchase Price, as adjusted in accordance with your share certificate(sSection 2.06; and (ii) and/or The documents and instruments required to be delivered by Buyer to Seller pursuant to the terms of Section 7. (c) After Closing, Seller shall deliver to Buyer, as received from time to time: (i) any cash or other document(sproperty that it may receive in respect to subscriber accounts receivable received after the Closing Date relating to the business and operations of the Acquired Systems arising prior to or subsequent to the Closing Date; (ii) of title any Assets to be Acquired not effectively transferred to Buyer at the above address Closing; and (iii) from time to time at the request of Buyer and without further consideration, such further instruments of conveyance, transfer and assignment as soon as possibleBuyer may reasonably request in order to convey more effectively the transfer to Buyer of any of the Assets to be Acquired, and Seller shall assist Buyer in the reduction to possession of any such assets, possession of which was not delivered to Buyer at Closing. • If you hold your Shares jointly with othersBuyer shall be responsible for the preparation of all of the documents incidental to such conveyance, you must arrange for all your joint holders transfer and reduction to sign this Formpossession.