Exhibit 10.14


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
is entered into as of the 19th day of October, 2005, by and among
Federal Services Acquisition Corporation, a Delaware corporation (the “Company”),
and the undersigned parties listed under Investors on the signature
page hereto (each, an “Investor” and collectively, the “Investors”).


 


WHEREAS, the Investors currently hold all of the
issued and outstanding securities of the Company;


 


WHEREAS, the Investors and the Company desire to
enter into this Agreement to provide the Investors with certain rights relating
to the registration of shares of Common Stock held by them;


 


NOW, THEREFORE, in consideration of the mutual
covenants and agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


1.             DEFINITIONS.  The following capitalized
terms used herein have the following meanings:


 


“Agreement” means this Agreement, as amended,
restated, supplemented, or otherwise modified from time to time.


 


“Commission” means the Securities and
Exchange Commission, or any other federal agency then administering the
Securities Act or the Exchange Act.


 


“Common Stock” means the common stock, par
value $0.0001 per share, of the Company.


 


“Company” is defined in the preamble to this
Agreement.


 


“Demand Registration” is defined in
Section 2.1.1.


 


“Demanding Holder” is defined in
Section 2.1.1.


 


“Exchange Act” means the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Commission
promulgated thereunder, all as the same shall be in effect at the time.


 


“Form S-3” is defined in
Section 2.3.


 


“Indemnified Party” is defined in
Section 4.3.


 


“Indemnifying Party” is defined in
Section 4.3.


 


“Investor” is defined in the preamble to this
Agreement.


 

















 


“Investor Indemnified Party” is defined in
Section 4.1.


 


“Maximum Number of Shares” is defined in
Section 2.1.4.


 


“Notices” is defined in Section 6.3.


 


“Piggy-Back Registration” is defined in
Section 2.2.1.


 


“Register,” “registered” and “registration”
mean a registration effected by preparing and filing a registration statement
or similar document in compliance with the requirements of the Securities Act,
and the applicable rules and regulations promulgated thereunder, and such
registration statement becoming effective.


 


“Registrable Securities” mean all of the
shares of Common Stock owned or held by Investors.  Registrable Securities
include any warrants, shares of capital stock or other securities of the
Company issued as a dividend or other distribution with respect to or in
exchange for or in replacement of such shares of Common Stock.  As to any
particular Registrable Securities, such securities shall cease to be
Registrable Securities when:  (a) a Registration Statement with
respect to the sale of such securities shall have become effective under the
Securities Act and such securities shall have been sold, transferred, disposed
of or exchanged in accordance with such Registration Statement; (b) such
securities shall have been otherwise transferred, new certificates for them not
bearing a legend restricting further transfer shall have been delivered by the
Company and subsequent public distribution of them shall not require
registration under the Securities Act; (c) such securities shall have
ceased to be outstanding, or (d) the Securities and Exchange Commission
makes a definitive determination to the Company that the Registrable Securities
are salable under Rule 144(k).


 


“Registration Statement” means a registration
statement filed by the Company with the Commission in compliance with the
Securities Act and the rules and regulations promulgated thereunder for a
public offering and sale of Common Stock (other than a registration statement
on Form S-4 or Form S-8, or their successors, or any registration
statement covering only securities proposed to be issued in exchange for
securities or assets of another entity).


 


“Release Date” means the date on which shares
of Common Stock are disbursed from escrow pursuant to Section 3 of that
certain Stock Escrow Agreement dated as of October 19, 2005 by and among the
parties hereto and Continental Stock Transfer & Trust Company.


 


“Securities Act” means the Securities Act of
1933, as amended, and the rules and regulations of the Commission
promulgated thereunder, all as the same shall be in effect at the time.


 


“Underwriter” means a securities dealer who
purchases any Registrable Securities as principal in an underwritten offering
and not as part of such dealer’s market-making activities.


 

















 


2.             REGISTRATION RIGHTS.


 


2.1.          Demand Registration.


 


2.1.1.       Request for Registration.  At any time and from time to time on
or after the Release Date, the holders of a majority-in-interest of the
Registrable Securities held by the Investors or the transferees of the
Investors, may make a written demand for registration under the Securities Act
of all or part of their Registrable Securities (a “Demand Registration”). 
Any demand for a Demand Registration shall specify the number of shares of
Registrable Securities proposed to be sold and the intended method(s) of
distribution thereof.  The Company will notify all holders of Registrable
Securities of the demand, and each holder of Registrable Securities who wishes
to include all or a portion of such holder’s Registrable Securities in the
Demand Registration (each such holder including shares of Registrable
Securities in such registration, a “Demanding Holder”) shall so notify
the Company within fifteen (15) days after the receipt by the holder of the
notice from the Company.  Upon any such request, the Demanding Holders
shall be entitled to have their Registrable Securities included in the Demand
Registration, subject to Section 2.1.4 and the provisos set forth in
Section 3.1.1.  The Company shall not be obligated to effect more
than an aggregate of two (2) Demand Registrations under this
Section 2.1.1 in respect of Registrable Securities.


 


2.1.2.       Effective Registration.  A registration will not count as a
Demand Registration until the Registration Statement filed with the Commission
with respect to such Demand Registration has been declared effective and the
Company has complied with all of its obligations under this Agreement with
respect thereto; provided, however, that if, after such Registration
Statement has been declared effective, the offering of Registrable Securities
pursuant to a Demand Registration is interfered with by any stop order or
injunction of the Commission or any other governmental agency or court, the
Registration Statement with respect to such Demand Registration will be deemed
not to have been declared effective, unless and until, (i) such stop order
or injunction is removed, rescinded or otherwise terminated, and (ii) a
majority-in-interest of the Demanding Holders thereafter elect to continue the
offering; provided, further, that the Company shall not be
obligated to file a second Registration Statement until a Registration
Statement that has been filed is counted as a Demand Registration or is
terminated.


 


2.1.3.       Underwritten Offering.  If a majority-in-interest of the
Demanding Holders so elect and such holders so advise the Company as part of
their written demand for a Demand Registration, the offering of such Registrable
Securities pursuant to such Demand Registration shall be in the form of an
underwritten offering.  In such event, the right of any holder to include
its Registrable Securities in such registration shall be conditioned upon such
holder’s participation in such underwriting and the inclusion of such holder’s
Registrable Securities in the underwriting to the extent provided herein. 
All Demanding Holders proposing to distribute their securities through such
underwriting shall enter into an underwriting agreement in customary form with
the Underwriter or Underwriters selected for such underwriting by a
majority-in-interest of the holders initiating the Demand Registration.


 


2.1.4.       Reduction of Offering.  If the managing Underwriter or
Underwriters for a Demand Registration that is to be an underwritten offering
advises the Company and the Demanding Holders in writing that the dollar amount
or number of shares of Registrable


 

















 


Securities
which the Demanding Holders desire to sell, taken together with all other
shares of Common Stock or other securities which the Company desires to sell
and the shares of Common Stock, if any, as to which registration has been
requested pursuant to written contractual piggy-back registration rights held
by other shareholders of the Company who desire to sell, exceeds the maximum
dollar amount or maximum number of shares that can be sold in such offering
without adversely affecting the proposed offering price, the timing, the
distribution method, or the probability of success of such offering, (such
maximum dollar amount or maximum number of shares, as applicable, the “Maximum
Number of Shares”), then the Company shall include in such registration:
(i) first, the Registrable Securities as to which Demand Registration has
been requested by the Demanding Holders (pro rata in accordance with the
number of shares of Registrable Securities which such Demanding Holder has
requested be included in such registration, regardless of the number of shares
of Registrable Securities held by each Demanding Holder) that can be sold
without exceeding the Maximum Number of Shares; (ii) second, to the extent
that the Maximum Number of Shares has not been reached under the foregoing
clause (i), the shares of Common Stock or other securities that the Company
desires to sell that can be sold without exceeding the Maximum Number of
Shares; (iii) third, to the extent that the Maximum Number of Shares has
not been reached under the foregoing clauses (i) and (ii), the shares of
Common Stock for the account of other persons that the Company is obligated to
register pursuant to written contractual arrangements with such persons and
that can be sold without exceeding the Maximum Number of Shares; and
(v) fourth, to the extent that the Maximum Number of Shares have not been
reached under the foregoing clauses (1), (ii), and (iii), the shares of Common
Stock that other shareholders desire to sell that can be sold without exceeding
the Maximum Number of Shares.


 


2.1.5.       Withdrawal.  If a majority-in-interest of the Demanding Holders disapprove
of the terms of any underwriting or are not entitled to include all of their
Registrable Securities in any offering, such majority-in-interest of the
Demanding Holders may elect to withdraw from such offering by giving written notice
to the Company and the Underwriter or Underwriters of their request to withdraw
prior to the effectiveness of the Registration Statement filed with the
Commission with respect to such Demand Registration.  If the
majority-in-interest of the Demanding Holders withdraws from a proposed
offering relating to a Demand Registration, then such registration shall not
count as a Demand Registration provided for in Section 2.1.1.


 


2.2.          Piggy-Back Registration.


 


2.2.1.       Piggy-Back Rights.  If at anytime on or after the Release
Date the Company proposes to file a Registration Statement under the Securities
Act with respect to an offering of equity securities, or securities or other
obligations exercisable or exchangeable for, or convertible into, equity
securities, by the Company for its own account or for shareholders of the
Company for their account (or by the Company and by shareholders of the Company
including, without limitation, pursuant to Section 2.1), other than a
Registration Statement (i) filed in connection with any employee stock
option or other benefit plan, (ii) for an exchange offer or offering of
securities solely to the Company’s existing shareholders, (iii) for an
offering of debt that is convertible into equity securities of the Company or
(iv) for a dividend reinvestment plan, then the Company shall (x) give
written notice of such proposed filing to the holders of Registrable Securities
as soon as practicable but in no event less than twenty (20) days before the


 

















 


anticipated
filing date, which notice shall describe the amount and type of securities to
be included in such offering, the intended method(s) of distribution, and the
name of the proposed managing Underwriter or Underwriters, if any, of the
offering, and (y) offer to the holders of Registrable Securities in such notice
the opportunity to register the sale of such number of shares of Registrable
Securities as such holders may request in writing within fifteen (15) days
following receipt of such notice (a “Piggy-Back Registration”). 
The Company shall cause such Registrable Securities to be included in such
registration and shall use its best efforts to cause the managing Underwriter
or Underwriters of a proposed underwritten offering to permit the Registrable
Securities requested to be included in a Piggy-Back Registration to be included
on the same terms and conditions as any similar securities of the Company and
to permit the sale or other disposition of such Registrable Securities in
accordance with the intended method(s) of distribution thereof.  All
holders of Registrable Securities proposing to distribute their securities
through a Piggy-Back Registration that involves an Underwriter or Underwriters
shall enter into an underwriting agreement in customary form with the Underwriter
or Underwriters selected for such Piggy-Back Registration.


 


2.2.2.       Reduction of Offering.  If the managing Underwriter or
Underwriters for a Piggy-Back Registration that is to be an underwritten
offering advises the Company and the holders of Registrable Securities in
writing that the dollar amount or number of shares of Common Stock which the
Company desires to sell, taken together with shares of Common Stock, if any, as
to which registration has been demanded pursuant to written contractual
arrangements with persons other than the holders of Registrable Securities
hereunder, the Registrable Securities as to which registration has been
requested under this Section 2.2, and the shares of Common Stock, if any,
as to which registration has been requested pursuant to the written contractual
piggy-back registration rights of other shareholders of the Company, exceeds
the Maximum Number of Shares, then the Company shall include in any such
registration:


 


(i)            If the registration is undertaken for the
Company’s account: (A) first, the shares of Common Stock or other
securities that the Company desires to sell that can be sold without exceeding
the Maximum Number of Shares; (B) second, to the extent that the Maximum
Number of Shares has not been reached under the foregoing clause (A), the
shares of Common Stock, if any, including the Registrable Securities, as to
which registration has been requested pursuant to written contractual
piggy-back registration rights of security holders (pro rata in accordance with
the number of shares of Common Stock which each such person has actually
requested to be included in such registration, regardless of the number of
shares of Common Stock with respect to which such persons have the right to
request such inclusion) that can be sold without exceeding the Maximum Number
of Shares; and


 


(ii)           If the registration is a “demand”
registration undertaken at the demand of persons other than the holders of
Registrable Securities pursuant to written contractual arrangements with such
persons, (A) first, the shares of Common Stock for the account of the
demanding persons that can be sold without exceeding the Maximum Number of
Shares; (B) second, to the extent that the Maximum Number of Shares has
not been reached under the foregoing clause (A), the shares of Common Stock or
other securities that the Company desires to sell that can be sold without
exceeding the Maximum Number of Shares; and (C) third, to the extent that
the Maximum Number of Shares has not been reached under the foregoing clauses
(A) and (B), the Registrable Securities as to which registration has been


 

















 


requested
under this Section 2.2 (pro rata in accordance with the number of shares
of Registrable Securities held by each such holder); and (D) fourth, to
the extent that the Maximum Number of Shares has not been reached under the
foregoing clauses (A), (B) and (C), the shares of Common Stock, if any, as
to which registration has been requested pursuant to written contractual
piggy-back registration rights which other shareholders desire to sell that can
be sold without exceeding the Maximum Number of Shares.


 


2.2.3.       Withdrawal.  Any holder of Registrable Securities may elect to withdraw such
holder’s request for inclusion of Registrable Securities in any Piggy-Back
Registration by giving written notice to the Company of such request to
withdraw prior to the effectiveness of the Registration Statement.  The
Company may also elect to withdraw a registration statement at any time prior
to the effectiveness of the Registration Statement.  Notwithstanding any
such withdrawal, the Company shall bear all costs and expenses incurred by the
holders of Registrable Securities in connection with such Piggy-Back
Registration as provided in Section 3.3.


 


2.3.          Registrations on Form S-3.  The holders of Registrable Securities
may at any time and from time to time on or after the Release Date, request in
writing that the Company register the resale of any or all of such Registrable
Securities on Form S-3 or any similar short-form registration which may be
available at such time (“Form S-3”); provided, however,
that the Company shall not be obligated to effect such request through an
underwritten offering.  Upon receipt of such written request, the Company
will promptly give written notice of the proposed registration to all other
holders of Registrable Securities, and, as soon as practicable thereafter,
effect the registration of all or such portion of such holder’s or holders’
Registrable Securities as are specified in such request, together with all or such
portion of the Registrable Securities of any other holder or holders joining in
such request as are specified in a written request given within fifteen (15)
days after receipt of such written notice from the Company; provided, however,
that the Company shall not be obligated to effect any such registration
pursuant to this Section 2.3: (i) if Form S-3 is not available
for such offering; or (ii) if the holders of the Registrable Securities,
together with the holders of any other securities of the Company entitled to
inclusion in such registration, propose to sell Registrable Securities and such
other securities (if any) at any aggregate price to the public of less than
$500,000.  Registrations effected pursuant to this Section 2.3 shall
not be counted as Demand Registrations effected pursuant to Section 2.1.


 


3.             REGISTRATION PROCEDURES.


 


3.1.          Filings; Information.  Whenever the Company is required to
effect the registration of any Registrable Securities pursuant to
Section 2, the Company shall use its best efforts to effect the
registration and sale of such Registrable Securities in accordance with the
intended method (s) of distribution thereof as expeditiously as practicable,
and in connection with any such request:


 


3.1.1.       Filing Registration Statement.  The Company shall, as expeditiously
as possible and in any event within sixty (60) days after receipt of a request
for a Demand Registration pursuant to Section 2.1, prepare and file with
the Commission a Registration Statement on any form for which the Company then
qualifies or which counsel for the Company shall deem appropriate and which
form shall be available for the sale of all Registrable Securities


 

















 


to
be registered thereunder in accordance with the intended method(s) of
distribution thereof, and shall use its best efforts to cause such Registration
Statement to become and remain effective for the period required by
Section 3.1.3; provided, however, that the Company shall
have the right to defer any Demand Registration for up to thirty (30) days, and
any Piggy-Back Registration for such period as may be applicable to deferment
of any demand registration to which such Piggy-Back Registration relates, in
each case if the Company shall furnish to the holders a certificate signed by
the Chief Executive Officer of the Company stating that, in the good faith
judgment of the Board of Directors of the Company, it would be materially
detrimental to the Company and its shareholders for such Registration Statement
to be effected at such time; provided  further, however, that the
Company shall not have the right to exercise the right set forth in the
immediately preceding proviso more than once in any 365-day period in respect
of a Demand Registration hereunder.


 


3.1.2        Copies.  The Company shall, prior to filing a Registration Statement or
prospectus, or any amendment or supplement thereto, furnish without charge to
the holders of Registrable Securities included in such registration, and such
holders’ legal counsel, copies of such Registration Statement as proposed to be
filed, each amendment and supplement to such Registration Statement (in each
case including all exhibits thereto and documents incorporated by reference
therein), the prospectus included in such Registration Statement (including
each preliminary prospectus), and such other documents as the holders of
Registrable Securities included in such registration or legal counsel for any
such holders may request in order to facilitate the disposition of the
Registrable Securities owned by such holders.


 


3.1.3.       Amendments and Supplements.  The Company shall prepare and file
with the Commission such amendments, including post-effective amendments, and
supplements to such Registration Statement and the prospectus used in
connection therewith as may be necessary to keep such Registration Statement
effective and in compliance with the provisions of the Securities Act until all
Registrable Securities and other securities covered by such Registration
Statement have been disposed of in accordance with the intended method(s) of
distribution set forth in such Registration Statement (which period shall not
exceed the sum of one hundred eighty (180) days plus any period during which
any such disposition is interfered with by any stop order or injunction of the
Commission or any governmental agency or court) or such securities have been
withdrawn.


 


3.1.4.       Notification.  After the filing of a Registration
Statement, the Company shall promptly, and in no event more than two,
(2) business days after such filing, notify the holders of Registrable
Securities included in such Registration Statement of such filing, and shall
further notify such holders promptly and confirm such advice in writing in all
events within two (2) business days of the occurrence of any of the following:
(i) when such Registration Statement becomes effective; (ii) when any
post-effective amendment to such Registration Statement becomes effective;
(iii) the issuance or threatened issuance by the Commission of any stop
order (and the Company shall take all actions required to prevent the entry of
such stop order or to remove it if entered); and (iv) any request by the
Commission for any amendment or supplement to such Registration Statement or
any prospectus relating thereto or for additional information or of the
occurrence of an event requiring the preparation of a supplement or amendment
to such prospectus so that, as thereafter delivered to the purchasers of the
securities covered by such Registration Statement, such prospectus will not
contain an untrue statement of a material fact or


 

















 


omit
to state any material fact required to be stated therein or necessary to make
the statements therein not misleading, and promptly make available to the
holders of Registrable Securities included in such Registration Statement any
such supplement or amendment; except that before filing with the Commission a
Registration Statement or prospectus or any amendment or supplement thereto,
including documents incorporated by reference, the Company shall furnish to the
holders of Registrable Securities included in such Registration Statement and
to the legal counsel for any such holders, copies of all such documents
proposed to be filed sufficiently in advance of filing to provide such holders
and legal counsel with a reasonable opportunity to review such documents and
comment thereon, and the Company shall not file any Registration Statement or
prospectus or amendment or supplement thereto, including documents incorporated
by reference, to which such holders or their legal counsel shall object.


 


3.1.5.       State Securities Laws Compliance.  The Company shall use its best
efforts to (i) register or qualify the Registrable Securities covered by
the Registration Statement under such securities or “blue sky laws of such
jurisdictions in the United States as the holders of Registrable Securities
included in such Registration Statement (in light of their intended plan of
distribution) may request and (ii) take such action necessary to cause
such Registrable Securities covered by the Registration Statement to be
registered with or approved by such other Governmental Authorities as may be
necessary by virtue of the business and operations of the Company and do any
and all other acts and things that may be necessary or advisable to enable the holders
of Registrable Securities included in such Registration Statement to consummate
the disposition of such Registrable Securities in such jurisdictions; provided,
however, that the Company shall not be required to qualify generally to
do business in any jurisdiction where it would not otherwise be required to
qualify but for this paragraph (e) or subject itself to taxation in any
such jurisdiction.


 


3.1.6.       Agreements for Disposition.  The Company shall enter into
customary agreements (including, if applicable, an underwriting agreement in
customary form) and take such other actions as are reasonably required in order
to expedite or facilitate the disposition of such Registrable Securities. 
The representations, warranties and covenants of the Company in any
underwriting agreement which are made to or for the benefit of any
Underwriters, to the extent applicable, shall also be made to and for the
benefit of the holders of Registrable Securities included in such registration
statement.  No holder of Registrable Securities included in such
registration statement shall be required to make any representations or
warranties in the underwriting agreement except as reasonably requested by the
Company and, if applicable, with respect to such holder’s organization, good
standing, authority, title to Registrable Securities, lack of conflict of such
sale with such holder’s material agreements and organizational documents, and
with respect to written information relating to such holder that such holder
has furnished in writing expressly for inclusion in such Registration
Statement.  Holders of Registrable Securities shall agree to such
covenants and indemnification and contribution obligations for selling
stockholders as are customarily contained in agreements of that type. 
Further, such holders shall cooperate fully in the preparation of the
registration statement and other documents relating to any offering in which
they include securities pursuant to Section 2 hereof.  Each holder
shall also furnish to the Company such information regarding itself, the
Registrable Securities held by such holder, and the intended method of
disposition of such securities as shall be reasonably required to effect the
registration of the Registrable Securities.


 

















 


3.1.7.       Cooperation.  The principal executive officer of the Company, the principal
financial officer of the Company, the principal accounting officer of the
Company and all other officers and members of the management of the Company
shall cooperate fully in any offering of Registrable Securities hereunder,
which cooperation shall include, without limitation, the preparation of the
Registration Statement with respect to such offering and all other offering
materials and related documents, and participation in meetings with Underwriters,
attorneys, accountants and potential investors.


 


3.1.8.       Records.  The Company shall make available for inspection by the holders
of Registrable Securities included in such Registration Statement, any
Underwriter participating in any disposition pursuant to such registration
statement and any attorney, accountant or other professional retained by any
holder of Registrable Securities included in such Registration Statement or any
Underwriter, all financial and other records, pertinent corporate documents and
properties of the Company, as shall be necessary to enable them to exercise
their due diligence responsibility, and cause the Company’s officers, directors
and employees to supply all information requested by any of them in connection
with such Registration Statement.


 


3.1.9.       Opinions and Comfort Letters.  The Company shall furnish to each
holder of Registrable Securities included in any Registration Statement a
signed counterpart, addressed to such holder, of (i) any opinion of
counsel to the Company delivered to any Underwriter and (ii) any comfort
letter from the Company’s independent public accountants delivered to any
Underwriter.  In the event no legal opinion is delivered to any
Underwriter, the Company shall furnish to each holder of Registrable Securities
included in such Registration Statement, at any time that such holder elects to
use a prospectus, an opinion of counsel to the Company to the effect that the
Registration Statement containing such prospectus has been declared effective
and that no stop order is in effect.


 


3.1.10.     Earnings Statement.  The Company shall comply with all
applicable rules and regulations of the Commission and the Securities Act
and make available to its shareholders, as soon as practicable, an earnings
statement covering a period of twelve (12) months, beginning within three
(3) months 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.


 


3.1.11.     Listing.  The Company shall use its best efforts to cause all Registrable
Securities included in any registration to be listed on such exchanges or
otherwise designated for trading in the same manner as similar securities
issued by the Company are then listed or designated or, if no such similar
securities are then listed or designated, in a manner satisfactory to the
holders of a majority of the Registrable Securities included in such
registration.


 


3.2.          Obligation to Suspend Distribution.  Upon receipt of any notice from the
Company of the happening of any event of the kind described in
Section 3.1.4(iv), or, in the case of a resale registration on
Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the
Company, pursuant to a written insider trading compliance program adopted by
the Company’s Board of Directors, of the ability of all “insiders” covered by
such program to transact in the Company’s securities because of the existence
of material non-public information and such holder’s status would be as an “insider”
under such program, each holder of Registrable


 

















 


Securities
included in any registration shall immediately discontinue disposition of such
Registrable Securities pursuant to the Registration Statement covering such
Registrable Securities until such holder receives the supplemented or amended
prospectus contemplated by Section 3.1.4(iv) or the restriction on
the ability of “insiders” to transact in the Company’s securities is removed or
is inapplicable to such holder, as applicable, and, if so directed by the
Company, each such holder will deliver to the Company all copies, other than
permanent file copies then in such holder’s possession, of the most recent
prospectus covering such Registrable Securities at the time of receipt of such
notice.


 


3.3.          Registration Expenses.  The Company shall bear all costs and
expenses incurred in connection with any Demand Registration pursuant to
Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and
any registration on Form S-3 effected pursuant to Section 2.3, and
all expenses incurred in performing or complying with its other obligations
under this Agreement, whether or not the Registration Statement becomes
effective, including, without limitation; (i) all registration and filing
fees; (ii) fees and expenses of compliance with securities or “blue sky”
laws (including fees and disbursements of counsel in connection with blue sky
qualifications of the Registrable Securities); (iii) printing expenses;
(iv) the Company’s internal expenses (including, without limitation, all
salaries and expenses of its officers and employees); (v) the fees and
expenses incurred in connection with the listing of the Registrable Securities
as required by Section 3.1.11; (vi) National Association of
Securities Dealers, Inc. fees; (vii) fees and disbursements of
counsel for the Company and fees and expenses for independent certified public
accountants retained by the Company (including the expenses or costs associated
with the delivery of any opinions or comfort letters requested pursuant to
Section 3.1.9); (viii) the fees and expenses of any special experts
retained by the Company in connection with such registration and (ix) the
fees and expenses of one legal counsel selected by the holders of a majority-in-interest
of the Registrable Securities included in such registration.  The Company
shall have no obligation to pay any underwriting discounts or selling
commissions or transfer taxes, if any, attributable to the Registrable
Securities being sold by the holders thereof, which underwriting discounts or
selling commissions or transfer taxes, if any, shall be borne by such
holders.  Additionally, in an underwritten offering, all selling
shareholders and the Company shall bear the expenses of the underwriter pro
rata in proportion to the respective amount of shares each is selling in such
offering.


 


3.4.          Information.  The holders of Registrable Securities shall provide such
information as may reasonably be requested by the Company, or the managing
Underwriter, if any, in connection with the preparation of any Registration
Statement, including amendments and supplements thereto, in order to effect the
registration of any Registrable Securities under the Securities Act pursuant to
Section 2 and in connection with the Company’s obligation to comply with
federal and applicable state securities laws.


 


4.             INDEMNIFICATION AND CONTRIBUTION.


 


4.1.          Indemnification by the Company.  The Company agrees to indemnify and
hold harmless each Investor and each other holder of Registrable Securities,
and each of their respective officers, employees, affiliates, directors,
partners, members and agents, and each person, if any, who controls an Investor
and each other holder of Registrable Securities (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act)
(each, an


 

















 


“Investor
Indemnified Party”), from and against any expenses, losses, judgments,
claims, damages or liabilities, whether joint or several, arising out of or
based upon any untrue statement (or allegedly untrue statement) of a material
fact contained in any Registration Statement under which the sale of such
Registrable Securities was registered under the Securities Act, any preliminary
prospectus, final prospectus or summary prospectus contained in the
Registration Statement, or any amendment or supplement to such Registration
Statement, or arising out of or based upon any omission (or alleged omission)
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, or any violation by the Company of the
Securities Act or any rule or regulation promulgated thereunder applicable
to the Company and relating to action or inaction required of the Company in
connection with any such registration; and the Company shall promptly reimburse
the Investor Indemnified Party for any legal and any other expenses reasonably
incurred by such Investor Indemnified Party in connection with investigating
and defending any such expense, loss, judgment, claim, damage, liability or
action; provided, however, that the Company will not be liable in
any such case to the extent that any such expense, loss, claim, damage or
liability arises out of or is based upon any untrue statement or allegedly
untrue statement or omission or alleged omission made in such Registration
Statement, preliminary prospectus, final prospectus, or summary prospectus, or
any such amendment or supplement, in reliance upon and in conformity with
information furnished to the Company, in writing, by such selling holder
expressly for use therein.  The Company also shall indemnify any
Underwriter of the Registrable Securities, their officers, affiliates,
directors, partners, members and agents and each person who controls such
Underwriter on substantially the same basis as that of the indemnification
provided above in this Section 4.1.


 


4.2.          Indemnification by Holders of Registrable
Securities.  Each
selling holder of Registrable Securities will, in the event that any
registration is being effected under the Securities Act pursuant to this
Agreement of any Registrable Securities held by such selling holder, indemnify
and hold harmless the Company, each of its directors and officers and each
underwriter (if any), and each other person, if any, who controls such selling
holder or such underwriter within the meaning of the Securities Act, against
any losses, claims, judgments, damages or liabilities, whether joint or
several, insofar as such losses, claims, judgments, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or allegedly untrue statement of a material fact contained in any Registration
Statement under which the sale of such Registrable Securities was registered
under the Securities Act, any preliminary prospectus, final prospectus or
summary prospectus contained in the Registration Statement, or any amendment or
supplement to the Registration Statement, or arise out of or are based upon any
omission or the alleged omission to state a material fact required to be stated
therein or necessary to make the statement therein not misleading, if the
statement or omission was made in reliance upon and in conformity with
information furnished in writing to the Company by such selling holder
expressly for use therein, and shall reimburse the Company, its directors and
officers, and each such controlling person for any legal or other expenses
reasonably incurred by any of them in connection with investigation or
defending any such loss, claim, damage, liability or action.  Each selling
holder’s indemnification obligations hereunder shall be several and not joint
and shall be limited to the amount of any net proceeds (after payment of all
underwriting fees, discounts, commissions and taxes) actually received by such
selling holder from the sale of Registrable Securities which gave rise to such
indemnification obligation.


 

















 


4.3.          Conduct of Indemnification Proceedings.  Promptly after receipt by any person
of any notice of any loss, claim, damage or liability or any action in respect
of which indemnity may be sought pursuant to Section 4.1 or 4.2, such
person (the “Indemnified Party”) shall, if a claim in respect thereof is
to be made against any other person for indemnification hereunder, notify such
other person (the “Indemnifying Party”) in writing of the loss, claim,
judgment, damage, liability or action; provided, however, that
the failure by the Indemnified Party to notify the Indemnifying Party shall not
relieve the Indemnifying Party from any liability which the Indemnifying Party
may have to such indemnified Party hereunder, except and solely to the extent
the Indemnifying Party is actually prejudiced by such failure.  If the
Indemnified Party is seeking indemnification with respect to any claim or action
brought against the Indemnified Party, then the Indemnifying Party shall be
entitled to participate in such claim or action, and, to the extent that it
wishes, jointly with all other Indemnifying Parties, to assume control of the
defense thereof with counsel reasonably satisfactory to the Indemnified
Party.  After notice from the Indemnifying Party to the Indemnified Party
of its election to assume control of the defense of such claim or action, the
Indemnifying Party shall not be liable to the Indemnified Party for any legal
or other expenses subsequently incurred by the Indemnified Party in connection
with the defense thereof other than reasonable costs of investigation; provided,
however, that in any action in which both the Indemnified Party and the
Indemnifying Party are named as defendants, the Indemnified Party shall have
the right to employ separate counsel (but no more than one such separate
counsel) to represent the Indemnified Party and its controlling persons who may
be subject to liability arising out of any claim in respect of which indemnity
may be sought by the Indemnified Party against the Indemnifying Party, with the
fees and expenses of such counsel to be paid by such Indemnifying Party if,
based upon the written opinion of counsel of such Indemnified Party,
representation of both parties by the same counsel would be inappropriate due
to actual or potential differing interests between them.  No Indemnifying
Party shall, without the prior written consent of the Indemnified Party,
consent to entry of judgment or effect any settlement of any claim or pending
or threatened proceeding in respect of which the Indemnified Party is or could
have been a party and indemnity could have been sought hereunder by such
Indemnified Party, unless such judgment or settlement includes an unconditional
release of such Indemnified Party from all liability arising out of such claim
or proceeding.


 


4.4.          Contribution.


 


4.4.1.       If the indemnification provided for in the
foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in
respect of any loss, claim, damage, liability or action referred to herein,
then each such Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party
as a result of such loss, claim, damage, liability or action in such proportion
as is appropriate to reflect the relative fault of the Indemnified Parties and
the Indemnifying Parties in connection with the actions or omissions which
resulted in such loss, claim, damage, liability or action, as well as any other
relevant equitable considerations.  The relative fault of any Indemnified
Party and any Indemnifying Party shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by such Indemnified Party or such Indemnifying Party and
the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.


 

















 


4.4.2.       The parties hereto agree that it would not be
just and equitable if contribution pursuant to this Section 4.4 were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in the
immediately preceding Section 4.4.1.  The amount paid or payable by
an Indemnified Party as a result of any loss, claim, damage, liability or
action referred to in the immediately preceding paragraph shall be deemed to
include, subject to the limitations set forth above, any legal or other
expenses incurred by such Indemnified Party in connection with investigating or
defending any such action or claim.  Notwithstanding the provisions of
this Section 4.4, no holder of Registrable Securities shall be required to
contribute any amount in excess of the dollar amount of the net proceeds (after
payment of all underwriting fees, discounts, commissions and taxes) actually
received by such holder from the sale of Registrable Securities which gave rise
to such contribution obligation.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.


 


5.             UNDERWRITING AND DISTRIBUTION.


 


5.1.          Rule 144.  The Company covenants that it shall
file any reports required to be filed by it under the Securities Act and the
Exchange Act and shall take such further action as the holders of Registrable
Securities may reasonably request, all to the extent required from time to time
to enable such holders to sell Registrable Securities without registration
under the Securities Act within the limitation of the exemptions provided by
Rule 144 under the Securities Act, as such Rules may be amended from
time to time, or any similar Rule or regulation hereafter adopted by the
Commission.


 


6.             MISCELLANEOUS.


 


6.1.          Other Registration Rights.  The Company represents and warrants
that no person, other than a holder of the Registrable Securities, has any
right to require the Company to register any shares of the Company’s capital
stock for sale or to include shares of the Company’s capital stock in any
registration filed by the Company for the sale of shares of capital stock for
its own account or for the account of any other person.


 


6.2.          Assignment; No Third Party Beneficiaries.  This Agreement and the rights, duties
and obligations of the Company hereunder may not be assigned or delegated by
the Company in whole or in part.  This Agreement and the rights, duties
and obligations of the holders of Registrable Securities hereunder may be
freely assigned or delegated by such holder of Registrable Securities in
conjunction with and to the extent of any transfer of Registrable Securities by
any such holder.  This Agreement and the provisions hereof shall be
binding upon and shall inure to the benefit of each of the parties and their
respective successors and the permitted assigns of the Investor or holder of
Registrable Securities or of any assignee of the Investor or holder of
Registrable Securities.  This Agreement is not intended to confer any
rights or benefits on any persons that are not party hereto other than as
expressly set forth in Article 4 and this Section 6.2.


 


6.3.          Notices.  All notices, demands, requests, consents, approvals or other
communications (collectively, “Notices”) required or permitted to be given
hereunder or which


 

















 


are
given with respect to this Agreement shall be in writing and shall be
personally served, delivered by reputable air courier service with charges
prepaid, or transmitted by hand delivery, telegram, telex or facsimile,
addressed as set forth below, or to such other address as such party shall have
specified most recently by written notice.  Notice shall be deemed given
on the date of service or transmission if personally served or transmitted by
telegram, telex or facsimile, provided, that if such service or transmission is
not on a business day or is after normal business hours, then such notice shall
be deemed given on the next business day.  Notice otherwise sent as
provided herein shall be deemed given on the next business day following timely
delivery of such notice to a reputable air courier service with an order for
next-day delivery.


 


To
the Company:


 


Federal
Services Acquisition Corporation

900 Third Avenue, 33rd Floor

New York, New York  10022

Attention:  Chairman


 


with
a copy to:


 


Dechert
LLP

30 Rockefeller Plaza

New York, New York  10112

Attention:  Gerald Adler, Esq.


 


To
an Investor, to:


 


the
addresses listed on Exhibit A hereto


 


6.4.          Severability.  This Agreement shall be deemed
severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Agreement or of
any other term or provision hereof.  Furthermore, in lieu of any such
invalid or unenforceable term or provision, the parties hereto intend that
there shall be added as a part of this Agreement a provision as similar in
terms to such invalid or unenforceable provision as may be possible and be
valid and enforceable.


 


6.5.          Counterparts.  This Agreement may be executed in
multiple counterparts, each of which shall be deemed an original, and all of
which taken together shall constitute one and the same instrument.


 


6.6.          Entire Agreement.  This Agreement (including all
agreements entered into pursuant hereto and all certificates and instruments
delivered pursuant hereto and thereto) constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede all prior and
contemporaneous agreements, representations, understandings, negotiations and
discussions between the parties, whether oral or written.


 


6.7.          Modifications and Amendments.  No amendment modification or
termination of this Agreement shall be binding upon any party unless executed
in writing by such party,


 

















 


6.8.          Titles and Headings.  Titles and headings of sections of
this Agreement are for convenience only and shall not affect the construction
of any provision of this Agreement.


 


6.9.          Waivers and Extensions.  Any party to this Agreement may waive
any right, breach or default which such party has the right to waive, provided
that such waiver will not be effective against the waiving party unless it is
in writing, is signed by such party, and specifically refers to this
Agreement.  Waivers may be made in advance or after the right waived has
arisen or the breach or default waived has occurred.  Any waiver may be conditional
No waiver of any breach of any agreement or provision herein contained shall be
deemed a waiver of any preceding or succeeding breach thereof nor of any other
agreement or provision herein contained.  No waiver or extension of time
for performance of any obligations or acts shall be deemed a waiver or
extension of the time for performance of any other obligations or acts.


 


6.10.        Remedies Cumulative.  In the event that the Company fails
to observe or perform any covenant or agreement to be observed or performed
under this Agreement, the Investor or any other holder of Registrable
Securities may proceed to protect and enforce its rights by suit in equity or
action at law, whether for specific performance of any term contained in this
Agreement or for an injunction against the breach of any such term or in aid of
the exercise of any power granted in this Agreement or to enforce any other
legal or equitable right, or to take any one or more of such actions, without
being required to post a bond.  None of the rights, powers or remedies
conferred under this Agreement shall be mutually exclusive, and each such
right, power or remedy shall be cumulative and in addition to any other right,
power or remedy, whether conferred by this Agreement or now or hereafter
available at law, in equity, by statute or otherwise.


 


6.11.        Governing Law.  This Agreement shall be governed by,
interpreted under, and construed in accordance with the internal laws of the
State of Delaware applicable to agreements made and to be performed within the
State of Delaware, without giving effect to any choice-of-law provisions
thereof that would compel the application of the substantive laws of any other
jurisdiction.


 


6.12.        Waiver of Trial by Jury.  Each party hereby irrevocably and
unconditionally waives the right to a trial by jury in any action, suit,
counterclaim or other proceeding (whether based on contract, tort or otherwise)
arising out of, connected with or relating to this Agreement, the transactions
contemplated hereby, or the actions of the Investor in the negotiation,
administration, performance or enforcement hereof.


 


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INTENTIONALLY LEFT BLANK]


 

















 


IN WITNESS WHEREOF, the parties have caused this
Registration Rights Agreement to be executed and delivered by their duly authorized
representatives as of the date first written above.


 


	
   

  	
  FEDERAL
  SERVICES ACQUISITION

  	
   

  
	
   

  	
  CORPORATION

  	
   

  
	
   

  	
  A
  Delaware Corporation

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  JOEL R. JACKS

  	
   

  
	
   

  	
  Name:
  Joel R. Jacks

  
	
   

  	
  Title:
  Chairman and Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INVESTORS:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FSAC
  PARTNERS, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  JOEL R. JACKS

  	
   

  
	
   

  	
  By:
  Joel R. Jacks, on behalf of FSAC Partners, LLC

  
	
   

  	
  Title:
  Class A Member

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  JOEL R. JACKS

  	
   

  
	
   

  	
  Joel
  R. Jacks

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  PETER M. SCHULTE

  	
   

  
	
   

  	
  Peter
  M. Schulte

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  EDWARD H. BERSOFF

  	
   

  
	
   

  	
  Edward
  L. Bersoff

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  ARTHUR L. MONEY

  	
   

  
	
   

  	
  Arthur
  M. Money