CSRA INC. (NYSE:CSRA) Files An 8-K Entry into a Material Definitive Agreement

As previously disclosed in the Current Report on Form 8-K filed
with the SEC on December 2, 2015, on November 30, 2015, CSRA Inc.
(CSRA or the Company) entered into a registration rights
agreement (the Registration Rights Agreement) with certain
stockholders who are former stockholders of SRA Companies, Inc.,
providing such stockholders with certain rights to cause the
company to register resales by them of CSRA common stock.
Capitalized terms used herein and not otherwise defined shall
have the respective meanings ascribed to such terms in the
Registration Rights Agreement.

Amendment No.1 to Registration Rights Agreement

On February 3, 2017, CSRA entered into Amendment No. 1 to the
Registration Rights Agreement (the First Amendment), with
Providence Equity Partners VI LP and Providence Equity Partners
VI-A LP, to which the parties agreed that the Registration Rights
Agreement may be amended, modified, extended, terminated or
waived by CSRA and the holders of a majority of the Stockholder
Registrable Securities.

Amendment No. 2 to Registration Rights Agreement

On February 3, 2017, CSRA also entered into Amendment No. 2 to
the Registration Rights Agreement, (the Second Amendment), with
Dr. Ernst Volgenau and EVSH LLC (collectively, Volgenau), who
together constitute holders of a majority of the Stockholder
Registrable Securities, to which the parties agreed, among other
things, that CSRA will not be required to maintain a Shelf
Registration Statement for the resale of the Stockholder
Registrable Securities on a delayed or continuous basis under the
Securities Act of 1933, as amended (the Securities Act), and may
terminate the Form S-1 Shelf currently on file with the SEC. The
parties also agreed that, subject to the terms of the
Registration Rights Agreement, the holders of a majority of the
Stockholder Registrable Securities may request in writing that
CSRA file a Shelf Registration Statement covering the resale of
all Stockholder Registrable Securities on a delayed or continuous
basis and that the Company shall file such Shelf Registration
Statement and cause it to be declared effective under the
Securities Act as soon as reasonably practicable following
receipt of such request. Additionally, the Second Amendment
provides that CSRA shall reimburse the Holders for the fees of
separate counsel (selected by Volgenau) to or in connection with
the Registration Rights Agreement, including, but not limited to,
any Registration Statement and any amendments or waivers in
connection with the Registration Rights Agreement, in an amount
not to exceed $10,000 in the aggregate.

The foregoing descriptions of the First Amendment and the Second
Amendment do not purport to be complete and are qualified in
their entirety by reference to the full text of the First
Amendment and the Second Amendment, both of which are filed as
exhibits hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.