**Exhibit 4.4**

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**WARRANTAGREEMENT**

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Agreementmade as of October 19, 2005 between Federal Services Acquisition Corporation, aDelaware corporation, with offices at 900 Third Avenue, 33rd Floor,New York, New York 10022 (“Company”), and Continental Stock Transfer &Trust Company, a New York corporation, with offices at 17 Battery Place, NewYork, New York 10004 (“Warrant Agent”).

 

WHEREAS,the Company is engaged in a public offering (“Public Offering”) of Units (“Units”)and, in connection therewith, has determined to issue and deliver up to 48,300,000Warrants (“Warrants”) to the public investors, each Warrant evidencing theright of the holder thereof to purchase one share of common stock, par value$.0001 per share, of the Company’s Common Stock (“Common Stock”) for $5.00,subject to adjustment as described herein; and

 

WHEREAS,the Company has filed with the Securities and Exchange Commission aRegistration Statement, No. 333-124638 on Form S-1 (“Registration Statement”)for the registration, under the Securities Act of 1933, as amended (“Act”), of,among other securities, the Warrants and the Common Stock issuable uponexercise of the Warrants; and

 

WHEREAS,the Company desires the Warrant Agent to act on behalf of the Company, and theWarrant Agent is willing to so act, in connection with the issuance,registration, transfer, exchange, redemption and exercise of the Warrants; and

 

WHEREAS,the Company desires to provide for the form and provisions of the Warrants, theterms upon which they shall be issued and exercised, and the respective rights,limitation of rights, and immunities of the Company, the Warrant Agent, and theholders of the Warrants; and

 

WHEREAS,all acts and things have been done and performed which are necessary to makethe Warrants, when executed on behalf of the Company and countersigned by or onbehalf of the Warrant Agent, as provided herein, the valid, binding and legalobligations of the Company, and to authorize the execution and delivery of thisAgreement.

 

NOW,THEREFORE, in consideration of the mutual agreements herein contained, theparties hereto agree as follows:

 

1.             Appointmentof Warrant Agent. The Company hereby appoints the Warrant Agent to act asagent for the Company for the Warrants, and the Warrant Agent hereby acceptssuch appointment and agrees to perform the same in accordance with the termsand conditions set forth in this Agreement.

 

2.             Warrants.

 

2.1.          Formof Warrant. Each Warrant shall be issued in registered form only, shall bein substantially the form of Exhibit A hereto, the provisions of which areincorporated herein and shall be signed by, or bear the facsimile signature of,the Chairman of the Board, the Chief Executive Officer or President andSecretary or Assistant Secretary of the Company and shall

 

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bear a facsimile of the Company’s seal. In the eventthe person whose facsimile signature has been placed upon any Warrant shallhave ceased to serve in the capacity in which such person signed the Warrantbefore such Warrant is issued, it may be issued with the same effect as if heor she had not ceased to be such at the date of issuance.

 

2.2.          Effectof Countersignature. Unless and until countersigned by the Warrant Agentpursuant to this Agreement, a Warrant shall be invalid and of no effect and maynot be exercised by the holder thereof.

 

2.3.          Registration.

 

2.3.1.       WarrantRegister. The Warrant Agent shall maintain books (“Warrant Register”), forthe registration of original issuance and the registration of transfer of theWarrants. Upon the initial issuance of the Warrants, the Warrant Agent shallissue and register the Warrants in the names of the respective holders thereofin such denominations and otherwise in accordance with instructions deliveredto the Warrant Agent by the Company.

 

2.3.2.       RegisteredHolder. Prior to due presentment for registration of transfer of anyWarrant, the Company and the Warrant Agent may deem and treat the person inwhose name such Warrant is registered upon the Warrant Register (“registeredholder”), as the absolute owner of such Warrant and of each Warrant representedthereby (notwithstanding any notation of ownership or other writing on theWarrant Certificate made by anyone other than the Company or the WarrantAgent), for the purpose of any exercise thereof, and for all other purposes,and neither the Company nor the Warrant Agent shall be affected by any noticeto the contrary.

 

2.4.          Detachabilityof Warrants. The securities comprising the Units will not be separatelytransferable until the earlier to occur of the expiration of CRT Capital GroupLLC (“CRT”)’s option to purchase up to 3,150,000 additional Units to coverover-allotments or 20 days after the exercise in full or in part by CRT of suchoption, but in no event will CRT allow separate trading of the securities comprisingthe Units until the Company files a Current Report on Form 8-K which includesan audited balance sheet reflecting the receipt by the Company of the grossproceeds of the Public Offering including the proceeds received by the Companyfrom the exercise of the Underwriter’s over-allotment option, if theover-allotment option is exercised prior to the filing of the Form 8-K.

 

3.             Termsand Exercise of Warrants

 

3.1.          WarrantPrice. Each Warrant shall, when countersigned by the Warrant Agent, entitlethe registered holder thereof, subject to the provisions of such Warrant and ofthis Warrant Agreement, to purchase from the Company the number of shares ofCommon Stock stated therein, at the price of $5.00 per whole share, subject tothe adjustments provided in Section 4 hereof and in the last sentence of thisSection 3.1. The term “Warrant Price” as used in this Warrant Agreement refersto the price per share at which Common Stock may be purchased at the time aWarrant is exercised. The Company in its sole discretion may lower the WarrantPrice at any time prior to the Expiration Date.

 

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3.2.          Durationof Warrants. A Warrant may be exercised only during the period (“ExercisePeriod”) commencing on the later of the consummation by the Company of amerger, capital stock exchange, asset acquisition, stock purchase or othersimilar business combination (“Business Combination”) (as described more fullyin the Company’s Registration Statement) or October 19, 2006 and terminating at5:00 p.m., New York City time on the earlier to occur of (i) October 19, 2009or (ii) the date fixed for redemption of the Warrants as provided in Section 6of this Agreement (“Expiration Date”). Except with respect to the right toreceive the Redemption Price (as set forth in Section 6 hereunder), eachWarrant not exercised on or before the Expiration Date shall become void, andall rights thereunder and all rights in respect thereof under this Agreementshall cease at the close of business on the Expiration Date. The Company in itssole discretion may extend the duration of the Warrants by delaying theExpiration Date.

 

3.3.          Exerciseof Warrants.

 

3.3.1.       Payment.Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant,when countersigned by the Warrant Agent, may be exercised by the registeredholder thereof by surrendering it, at the office of the Warrant Agent, or atthe office of its successor as Warrant Agent, in the Borough of Manhattan, Cityand State of New York, with the subscription form, as set forth in the Warrant,duly executed, and by paying in full, in lawful money of the United States, incash, good certified check or good bank draft payable to the order of theCompany (or as otherwise agreed to by the Company), the Warrant Price for eachfull share of Common Stock as to which the Warrant is exercised and any and allapplicable taxes due in connection with the exercise of the Warrant, theexchange of the Warrant for the Common Stock, and the issuance of the CommonStock.

 

3.3.2.       Issuanceof Certificates. As soon as practicable after the exercise of any Warrantand the clearance of the funds in payment of the Warrant Price, the Companyshall issue to the registered holder of such Warrant a certificate or certificatesfor the number of full shares of Common Stock to which he is entitled,registered in such name or names as may be directed by him, her or it, and ifsuch Warrant shall not have been exercised in full, a new countersigned Warrantfor the number of shares as to which such Warrant shall not have been exercised.Notwithstanding the foregoing, the Company shall not be obligated to deliverany securities pursuant to the exercise of a Warrant unless a registrationstatement under the Act with respect to the Common Stock is effective. Warrantsmay not be exercised by, or securities issued to, any registered holder in anystate in which such exercise would be unlawful.

 

3.3.3.       ValidIssuance. All shares of Common Stock issued upon the proper exercise of aWarrant in conformity with this Agreement shall be validly issued, fully paidand nonassessable.

 

3.3.4.       Dateof Issuance. Each person in whose name any such certificate for shares ofCommon Stock is issued shall for all purposes be deemed to have become theholder of record of such shares on the date on which the Warrant wassurrendered and payment of the Warrant Price was made, irrespective of the dateof delivery of such certificate, except that, if the date of such surrender andpayment is a date when the stock transfer books of the Company are

 

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closed, such person shall be deemed to have become theholder of such shares at the close of business on the next succeeding date onwhich the stock transfer books are open.

 

3.3.5.       WarrantSolicitation and Warrant Solicitation Fee.

 

a.             TheCompany has engaged CRT, on a non-exclusive basis, as its agent for thesolicitation of the exercise of the Warrants. The Company, at its cost, will(i) assist CRT with respect to such solicitation, if requested by CRT, and (ii)provide CRT, and direct the Company’s transfer agent and the Warrant Agent todeliver to CRT, lists of the record and, to the extent known, beneficial ownersof the Company’s Warrants. The Company hereby instructs the Warrant Agent tocooperate with CRT in every respect in connection with CRT’s solicitationactivities, including, but not limited to, providing to CRT, at the Company’scost, a list of record and beneficial holders of the Warrants and circulating aprospectus or offering circular disclosing the compensation arrangementsreferenced in Section 3.3.5(b) below to holders of the Warrants at the time ofexercise of the Warrants. In addition to the conditions set forth in Section3.3.5(b), CRT shall accept payment of the warrant solicitation fee provided inSection 3.3.5(b) only if it has provided bona fide services to the Company inconnection with the exercise of the Warrants and only to the extent that aninvestor who exercises his Warrants specifically designates, in writing, that CRTsolicited his exercise. In addition to soliciting, either orally or in writing,the exercise of Warrants by a Warrant holder, such services may also includedisseminating information, either orally or in writing, to Warrant holdersabout the Company or the market for the Company’s securities, or assisting inthe processing of the exercise of Warrants.

 

b.             Ineach instance in which a Warrant is exercised, the Warrant Agent shall promptlygive written notice of such exercise to the Company and CRT (“Warrant Agent’sExercise Notice”). If, upon the exercise of any Warrant more than one year fromthe effective date of the Registration Statement, (i) the market price of theCompany’s Common Stock is greater than the Warrant Price, (ii) disclosure ofcompensation arrangements between the Company and CRT with respect to thesolicitation of the exercise of the Warrants was made both at the time of thePublic Offering and at the time of exercise (by delivery of the Prospectus oras otherwise required by applicable law, rule or regulation), (iii) the holderof the Warrant confirms in writing that the exercise of the Warrant wassolicited by CRT, (iv) the Warrant was not held in a discretionary account, and(v) the solicitation of the exercise of the Warrant was not in violation ofRegulation M (as such rule or any successor rule may be in effect as of suchtime of exercise) promulgated under the Securities Exchange Act of 1934, asamended, then the Warrant Agent, simultaneously with the distribution of theCommon Stock underlying the Warrants so exercised in accordance with theinstructions from the Company following receipt of the proceeds to the Companyreceived upon exercise of such Warrant(s), shall, on behalf of the Company, paya fee of 2% of the Warrant Price to CRT, provided that CRT delivers to theWarrant Agent within ten (10) business days from the date on which CRT hasreceived the Warrant Agent’s Exercise Notice, a certificate that the conditionsset forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstandingthe foregoing, no fee will be paid to CRT with respect to the exercise by it orits affiliates or the Company’s officers or directors of Warrants purchased byit or them and still held by them for its or their own account. CRT and

 

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the Company may at any time during business hours,examine the records of the Warrant Agent, including its ledger of originalWarrant certificates returned to the Warrant Agent upon exercise of Warrants.

 

c.             Theprovisions of this Section 3.3.5. may not be modified, amended or deletedwithout the prior written consent of CRT.

 

4.             Adjustments.

 

4.1.          StockDividends - Split-Ups. If, after the date hereof, and subject to theprovisions of Section 4.6 below, the number of outstanding shares of CommonStock is increased by a stock dividend payable in shares of Common Stock, or bya split-up of shares of Common Stock, or other similar event, then, on theeffective date of such stock dividend, split-up or similar event, the number ofshares of Common Stock issuable on exercise of each Warrant shall be increasedin proportion to such increase in outstanding shares of Common Stock.

 

4.2.          Aggregationof Shares. If, after the date hereof, and subject to the provisions ofSection 4.6, the number of outstanding shares of Common Stock is decreased by aconsolidation, combination, reverse stock split or reclassification of sharesof Common Stock or other similar event, then, on the effective date of suchconsolidation, combination, reverse stock split, reclassification or similarevent, the number of shares of Common Stock issuable on exercise of eachWarrant shall be decreased in proportion to such decrease in outstanding sharesof Common Stock.

 

4.3.          Adjustmentsin Exercise Price. Whenever the number of shares of Common Stockpurchasable upon the exercise of the Warrants is adjusted, as provided inSection 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearestcent) by multiplying such Warrant Price immediately prior to such adjustment bya fraction (x) the numerator of which shall be the number of shares of CommonStock purchasable upon the exercise of the Warrants immediately prior to suchadjustment, and (y) the denominator of which shall be the number of shares ofCommon Stock so purchasable immediately thereafter.

 

4.4.          Replacementof Securities upon Reorganization, etc. In case of any reclassification orreorganization of the outstanding shares of Common Stock (other than a changecovered by Section 4.1 or 4.2 hereof or that solely affects the par value ofsuch shares of Common Stock), or in the case of any merger or consolidation ofthe Company with or into another corporation (other than a consolidation ormerger in which the Company is the continuing corporation and that does notresult in any reclassification or reorganization of the outstanding shares ofCommon Stock), or in the case of any sale or conveyance to another corporationor entity of the assets or other property of the Company as an entirety orsubstantially as an entirety in connection with which the Company is dissolved,the Warrant holders shall thereafter have the right to purchase and receive,upon the basis and upon the terms and conditions specified in the Warrants andin lieu of the shares of Common Stock of the Company immediately theretoforepurchasable and receivable upon the exercise of the rights represented thereby,the kind and amount of shares of stock or other securities or property

 

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(including cash) receivable upon suchreclassification, reorganization, merger or consolidation, or upon adissolution following any such sale or transfer, that the Warrant holder wouldhave received if such Warrant holder had exercised his, her or its Warrant(s)immediately prior to such event; and if any reclassification also results in achange in shares of Common Stock covered by Section 4.1 or 4.2, then suchadjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section4.4. The provisions of this Section 4.4 shall similarly apply to successivereclassifications, reorganizations, mergers or consolidations, sales or othertransfers.

 

4.5.          Noticesof Changes in Warrant. Upon every adjustment of the Warrant Price or thenumber of shares issuable upon exercise of a Warrant, the Company shall givewritten notice thereof to the Warrant Agent, which notice shall state theWarrant Price resulting from such adjustment and the increase or decrease, if any,in the number of shares purchasable at such price upon the exercise of aWarrant, setting forth in reasonable detail the method of calculation and thefacts upon which such calculation is based. Upon the occurrence of any eventspecified in Sections 4.1, 4.2, 4.3 or 4.4, then, in any such event, theCompany shall give written notice to the Warrant holder, at the last addressset forth for such holder in the warrant register, of the record date or theeffective date of the event. Failure to give such notice, or any defecttherein, shall not affect the legality or validity of such event.

 

4.6.          NoFractional Shares. Notwithstanding any provision contained in this WarrantAgreement to the contrary, the Company shall not issue fractional shares uponexercise of Warrants. If, by reason of any adjustment made pursuant to thisSection 4, the holder of any Warrant would be entitled, upon the exercise ofsuch Warrant, to receive a fractional interest in a share, the Company shall,upon such exercise, round up to the nearest whole number the number of theshares of Common Stock to be issued to the Warrant holder.

 

4.7.          Formof Warrant. The form of Warrant need not be changed because of anyadjustment pursuant to this Section 4, and Warrants issued after such adjustmentmay state the same Warrant Price and the same number of shares as is stated inthe Warrants initially issued pursuant to this Agreement. However, the Companymay at any time in its sole discretion make any change in the form of Warrantthat the Company may deem appropriate and that does not affect the substancethereof, and any Warrant thereafter issued or countersigned, whether inexchange or substitution for an outstanding Warrant or otherwise, may be in theform as so changed.

 

5.             Transferand Exchange of Warrants.

 

5.1.          Registrationof Transfer. The Warrant Agent shall register the transfer, from time totime, of any outstanding Warrant upon the Warrant Register, upon surrender ofsuch Warrant for transfer, properly endorsed with signatures properly guaranteedand accompanied by appropriate instructions for transfer. Upon any suchtransfer, a new Warrant representing an equal aggregate number of Warrantsshall be issued and the old Warrant shall be cancelled by the Warrant Agent. TheWarrants so cancelled shall be delivered by the Warrant Agent to the Companyfrom time to time upon request.

 

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5.2.          Procedurefor Surrender of Warrants. Warrants may be surrendered to the WarrantAgent, together with a written request for exchange or transfer, and thereuponthe Warrant Agent shall issue in exchange therefor one or more new Warrants asrequested by the registered holder of the Warrants so surrendered, representingan equal aggregate number of Warrants; provided, however, that in the eventthat a Warrant surrendered for transfer bears a restrictive legend, the WarrantAgent shall not cancel such Warrant and issue new Warrants in exchange thereforuntil the Warrant Agent has received an opinion of counsel for the Companystating that such transfer may be made and indicating whether the new Warrantsmust also bear a restrictive legend.

 

5.3.          FractionalWarrants. The Warrant Agent shall not be required to effect anyregistration of transfer or exchange which will result in the issuance of awarrant certificate for a fraction of a warrant.

 

5.4.          ServiceCharges. No service charge shall be made for any exchange or registrationof transfer of Warrants.

 

5.5.          WarrantExecution and Countersignature. The Warrant Agent is hereby authorized tocountersign and to deliver, in accordance with the terms of this Agreement, theWarrants required to be issued pursuant to the provisions of this Section 5,and the Company, whenever required by the Warrant Agent, will supply the WarrantAgent with Warrants duly executed on behalf of the Company for such purpose.

 

6.             Redemption.

 

6.1.          Redemption.Subject to Section 6.4 hereof, not less than all of the outstanding Warrantsmay be redeemed, at the option of the Company, at any time after they becomeexercisable and prior to their expiration, at the office of the Warrant Agent,upon the notice referred to in Section 6.2., at the price of $.01 per Warrant (“RedemptionPrice”), provided that the last sales price of the Common Stock has been atleast $8.50 per share, on each of twenty (20) trading days within any thirty(30) trading day period ending on the third business day prior to the date onwhich notice of redemption is given.

 

6.2.          DateFixed for, and Notice of, Redemption. In the event the Company shall electto redeem all of the Warrants, the Company shall fix a date for the redemption.Notice of redemption shall be mailed by first class mail, postage prepaid, bythe Company not less than 30 days prior to the date fixed for redemption to theregistered holders of the Warrants to be redeemed at their last addresses asthey shall appear on the registration books. Any notice mailed in the mannerherein provided shall be conclusively presumed to have been duly given whetheror not the registered holder received such notice.

 

6.3.          ExerciseAfter Notice of Redemption. The Warrants may be exercised in accordancewith Section 3 of this Agreement at any time after notice of redemption shallhave been given by the Company pursuant to Section 6.2. hereof and prior to thetime and date fixed

 

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for redemption. On and after the redemption date, therecord holder of the Warrants shall have no further rights except to receive,upon surrender of the Warrants, the Redemption Price.

 

6.4.          OutstandingWarrants Only. The Company understands that the redemption rights providedfor by this Section 6 apply only to outstanding Warrants. To the extent aperson holds rights to purchase Warrants, such purchase rights shall not beextinguished by redemption. However, once such purchase rights are exercised,the Company may redeem the Warrants issued upon such exercise provided that thecriteria for redemption is met.

 

7.             OtherProvisions Relating to Rights of Holders of Warrants.

 

7.1.          NoRights as Stockholder. A Warrant does not entitle the registered holderthereof to any of the rights of a stockholder of the Company, including,without limitation, the right to receive dividends, or other distributions,exercise any preemptive rights to vote or to consent or to receive notice asstockholders in respect of the meetings of stockholders or the election ofdirectors of the Company or any other matter.

 

7.2.          Lost,Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen,mutilated, or destroyed, the Company and the Warrant Agent may on such terms asto indemnity or otherwise as they may in their discretion impose (which shall,in the case of a mutilated Warrant, include the surrender thereof), issue a newWarrant of like denomination, tenor, and date as the Warrant so lost, stolen,mutilated, or destroyed. Any such new Warrant shall constitute a substitutecontractual obligation of the Company, whether or not the allegedly lost,stolen, mutilated, or destroyed Warrant shall be at any time enforceable byanyone.

 

7.3.          Reservationof Common Stock. The Company shall at all times reserve and keep availablea number of its authorized but unissued shares of Common Stock that will besufficient to permit the exercise in full of all outstanding Warrants issuedpursuant to this Agreement.

 

7.4.          Registrationof Common Stock. The Company agrees that prior to the commencement of theExercise Period, it shall file with the Securities and Exchange Commission apost-effective amendment to the Registration Statement, or a new registrationstatement, for the registration, under the Act, of, and it shall take suchaction as is necessary to qualify for sale, in those states in which theWarrants were initially offered by the Company, the Common Stock issuable uponexercise of the Warrants. In either case, the Company will use its best effortsto cause the same to become effective and to maintain the effectiveness of suchregistration statement until the expiration of the Warrants in accordance withthe provisions of this Agreement. The provisions of this Section 7.4 may not bemodified, amended or deleted without the prior written consent of CRT.

 

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8.             Concerningthe Warrant Agent and Other Matters.

 

8.1.          Paymentof Taxes. The Company will from time to time promptly pay all taxes andcharges that may be imposed upon the Company or the Warrant Agent in respect ofthe issuance or delivery of shares of Common Stock upon the exercise of Warrants,but the Company shall not be obligated to pay any transfer taxes in respect ofthe Warrants or such shares.

 

8.2.          Resignation,Consolidation, or Merger of Warrant Agent.

 

8.2.1.       Appointmentof Successor Warrant Agent. The Warrant Agent, or any successor to ithereafter appointed, may resign its duties and be discharged from all furtherduties and liabilities hereunder after giving sixty (60) days’ notice inwriting to the Company. If the office of the Warrant Agent becomes vacant byresignation or incapacity to act or otherwise, the Company shall appoint inwriting a successor Warrant Agent in place of the Warrant Agent. If the Companyshall fail to make such appointment within a period of 30 days after it hasbeen notified in writing of such resignation or incapacity by the Warrant Agentor by the holder of the Warrant (who shall, with such notice, submit hisWarrant for inspection by the Company), then the holder of any Warrant mayapply to the Supreme Court of the State of New York for the County of New Yorkfor the appointment of a successor Warrant Agent at the Company’s cost. Anysuccessor Warrant Agent, whether appointed by the Company or by such court,shall be a corporation organized and existing under the laws of the State ofNew York, in good standing and having its principal office in the Borough ofManhattan, City and State of New York, and authorized under such laws toexercise corporate trust powers and subject to supervision or examination byfederal or state authority. After appointment, any successor Warrant Agentshall be vested with all the authority, powers, rights, immunities, duties, andobligations of its predecessor Warrant Agent with like effect as if originallynamed as Warrant Agent hereunder, without any further act or deed; but if forany reason it becomes necessary or appropriate, the predecessor Warrant Agentshall execute and deliver, at the expense of the Company, an instrumenttransferring to such successor Warrant Agent all the authority, powers, andrights of such predecessor Warrant Agent hereunder; and upon request of anysuccessor Warrant Agent the Company shall make, execute, acknowledge, anddeliver any and all instruments in writing for more fully and effectuallyvesting in and confirming to such successor Warrant Agent all such authority,powers, rights, immunities, duties, and obligations.

 

8.2.2.       Noticeof Successor Warrant Agent. In the event a successor Warrant Agent shall beappointed, the Company shall give notice thereof to the predecessor WarrantAgent and the transfer agent for the Common Stock not later than the effectivedate of any such appointment.

 

8.2.3.       Mergeror Consolidation of Warrant Agent. Any corporation into which the WarrantAgent may be merged or with which it may be consolidated or any corporationresulting from any merger or consolidation to which the Warrant Agent shall bea party shall be the successor Warrant Agent under this Agreement without anyfurther act.

 

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8.3.          Feesand Expenses of Warrant Agent.

 

8.3.1.       Remuneration.The Company agrees to pay the Warrant Agent reasonable remuneration for itsservices as such Warrant Agent hereunder and will reimburse the Warrant Agentupon demand for all expenditures that the Warrant Agent may reasonably incur inthe execution of its duties hereunder.

 

8.3.2.       FurtherAssurances. The Company agrees to perform, execute, acknowledge, anddeliver or cause to be performed, executed, acknowledged, and delivered allsuch further and other acts, instruments, and assurances as may reasonably berequired by the Warrant Agent for the carrying out or performing of theprovisions of this Agreement.

 

8.4.          Liabilityof Warrant Agent.

 

8.4.1.       Relianceon Company Statement. Whenever in the performance of its duties under thisWarrant Agreement, the Warrant Agent shall deem it necessary or desirable thatany fact or matter be proved or established by the Company prior to taking orsuffering any action hereunder, such fact or matter (unless other evidence inrespect thereof be herein specifically prescribed) may be deemed to beconclusively proved and established by a statement signed by the President orChairman of the Board of the Company and delivered to the Warrant Agent. TheWarrant Agent may rely upon such statement for any action taken or suffered ingood faith by it pursuant to the provisions of this Agreement.

 

8.4.2.       Indemnity.The Warrant Agent shall be liable hereunder only for its own negligence,willful misconduct or bad faith. The Company agrees to indemnify the WarrantAgent and save it harmless against any and all liabilities, includingjudgments, costs and reasonable counsel fees, for anything done or omitted bythe Warrant Agent in the execution of this Agreement except as a result of theWarrant Agent’s negligence, willful misconduct, or bad faith.

 

8.4.3.       Exclusions.The Warrant Agent shall have no responsibility with respect to the validity ofthis Agreement or with respect to the validity or execution of any Warrant(except its countersignature thereof); nor shall it be responsible for anybreach by the Company of any covenant or condition contained in this Agreementor in any Warrant; nor shall it be responsible to make any adjustments requiredunder the provisions of Section 4 hereof or responsible for the manner, method,or amount of any such adjustment or the ascertaining of the existence of factsthat would require any such adjustment; nor shall it by any act hereunder bedeemed to make any representation or warranty as to the authorization or reservationof any shares of Common Stock to be issued pursuant to this Agreement or anyWarrant or as to whether any shares of Common Stock will when issued be validand fully paid and nonassessable.

 

8.5.          TrustFund Waiver. The Warrant Agent has no right, title, interest, or claim ofany kind (“Claim”) in or to any monies in the Trust Account (as defined in thatcertain Investment Management Trust Agreement, dated as of the date hereof, byand between the

 

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Company and Continental Stock Transfer & TrustCompany, as trustee of the Trust Account), and hereby waives any Claim in or toany monies in the Trust Account it may have in the future, and hereby agreesnot to seek recourse, reimbursement, payment or satisfaction for any Claimagainst the Trust Account for any reason whatsoever.

 

8.6.          Acceptanceof Agency. The Warrant Agent hereby accepts the agency established by thisAgreement and agrees to perform the same upon the terms and conditions hereinset forth and among other things, shall account promptly to the Company withrespect to Warrants exercised and concurrently account for, and pay to theCompany, all moneys received by the Warrant Agent for the purchase of shares ofthe Company’s Common Stock through the exercise of Warrants.

 

9.             MiscellaneousProvisions.

 

9.1.          Successors.All the covenants and provisions of this Agreement by or for the benefit of theCompany or the Warrant Agent shall bind and inure to the benefit of theirrespective successors and assigns.

 

9.2.          Notices.Any notice, statement or demand authorized by this Warrant Agreement to begiven or made by the Warrant Agent or by the holder of any Warrant to or on theCompany shall be sufficiently given when so delivered if by hand or overnightdelivery or if sent by certified mail or private courier service within fivedays after deposit of such notice, postage prepaid, addressed (until anotheraddress is filed in writing by the Company with the Warrant Agent), as follows:

 

Federal Services AcquisitionCorporation900 Third Avenue, 33rd FloorNew York, NY  10022Attn: Chairman or Secretary

 

Any notice, statement or demand authorized by thisAgreement to be given or made by the holder of any Warrant or by the Company toor on the Warrant Agent shall be sufficiently given when so delivered if byhand or overnight delivery or if sent by certified mail or private courierservice within five days after deposit of such notice, postage prepaid,addressed (until another address is filed in writing by the Warrant Agent withthe Company), as follows:

 

Continental StockTransfer & Trust Company17 Battery PlaceNew York, New York  10004Attn:       Compliance Department

 

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with a copy in each case to:

 

Gusrae, Kaplan & Bruno,PLLC120 Wall Street11th FloorNew York, NY  10005Attn:       Scott M. Miller, Esq.

 

and

 

Dechert LLP30 Rockefeller PlazaNew York, NY  10112Attn:  Gerald Adler, Esq.

 

9.3.          Applicablelaw. The validity, interpretation, and performance of this Agreement and ofthe Warrants shall be governed in all respects by the laws of the State of NewYork, without giving effect to conflict of laws. The Company hereby agrees thatany action, proceeding or claim against it arising out of or relating in anyway to this Agreement shall be brought and enforced in the courts of the Stateof New York or the United States District Court for the Southern District ofNew York, and irrevocably submits to such jurisdiction, which jurisdictionshall be exclusive. The Company hereby waives any objection to such exclusivejurisdiction and that such courts represent an inconvenience forum. Any suchprocess or summons to be served upon the Company may be served by transmittinga copy thereof by registered or certified mail, return receipt requested,postage prepaid, addressed to it at the address set forth in Section 9.2 hereof.Such mailing shall be deemed personal service and shall be legal and bindingupon the Company in any action, proceeding or claim.

 

9.4.          PersonsHaving Rights under this Agreement. Nothing in this Agreement expressed andnothing that may be implied from any of the provisions hereof is intended, orshall be construed, to confer upon, or give to, any person or corporation otherthan the parties hereto and the registered holders of the Warrants and, for thepurposes of Sections 3.3.5, 6.1, 6.4, 7.4 and 9.2 hereof, CRT, any right,remedy, or claim under or by reason of this Warrant Agreement or of anycovenant, condition, stipulation, promise, or agreement hereof. CRT shall bedeemed to be a third-party beneficiary of this Agreement with respect toSections 3.3.5, 6.1, 6.4, 7.4 and 9.2 hereof. All covenants, conditions,stipulations, promises, and agreements contained in this Warrant Agreementshall be for the sole and exclusive benefit of the parties hereto (and CRT withrespect to the Sections 3.3.5, 6.1, 6.4, 7.4 and 9.2 hereof) and theirsuccessors and assigns and of the registered holders of the Warrants.

 

9.5.          Examinationof the Warrant Agreement. A copy of this Agreement shall be available atall reasonable times at the office of the Warrant Agent in the Borough ofManhattan, City and State of New York, for inspection by the registered holderof any Warrant. The Warrant Agent may require any such holder to submit hisWarrant for inspection by it.

 

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9.6.          Counterparts.This Agreement may be executed in any number of counterparts and each of suchcounterparts shall for all purposes be deemed to be an original, and all suchcounterparts shall together constitute but one and the same instrument.

 

9.7.          Effectof Headings. The Section headings herein are for convenience only and arenot part of this Warrant Agreement and shall not affect the interpretationthereof.

 

IN WITNESSWHEREOF, this Agreement has been duly executed by the parties hereto as of theday and year first above written.

 
| Attest: | FEDERAL SERVICES  ACQUISITION CORPORATION        |
|---------|--------------------------------------------------|
|    |                                             |   |
|    |                                             | By: | /s/  JOEL R. JACKS |   |
|    |                                             | Name: | Joel R. Jacks |
|    |                                             | Title: | Chairman and Chief  Executive Officer |
|    |                                             |   |
| Attest: | CONTINENTAL STOCK  TRANSFER & TRUST  COMPANY |
|    |                                             |   |
|    |                                             | By: | /s/  STEVEN NELSON |   |
|    |                                             | Name: | Steven Nelson |
|    |                                             | Title: | Chairman |
|         |                                                  |  |  |  |  |

 

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