Exhibit 4.4


 


WARRANT
AGREEMENT


 


Agreement
made as of October 19, 2005 between Federal Services Acquisition Corporation, a
Delaware 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, New
York, 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 48,300,000
Warrants (“Warrants”) to the public investors, each Warrant evidencing the
right 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 a
Registration 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 upon
exercise of the Warrants; and


 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant 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, the
terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the
holders of the Warrants; and


 


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


 


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


 


1.             Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as
agent for the Company for the Warrants, and the Warrant Agent hereby accepts
such appointment and agrees to perform the same in accordance with the terms
and conditions set forth in this Agreement.


 


2.             Warrants.


 


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


 

















 


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


 


2.2.          Effect
of Countersignature. Unless and until countersigned by the Warrant Agent
pursuant to this Agreement, a Warrant shall be invalid and of no effect and may
not be exercised by the holder thereof.


 


2.3.          Registration.


 


2.3.1.       Warrant
Register. The Warrant Agent shall maintain books (“Warrant Register”), for
the registration of original issuance and the registration of transfer of the
Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall
issue and register the Warrants in the names of the respective holders thereof
in such denominations and otherwise in accordance with instructions delivered
to the Warrant Agent by the Company.


 


2.3.2.       Registered
Holder. Prior to due presentment for registration of transfer of any
Warrant, the Company and the Warrant Agent may deem and treat the person in
whose name such Warrant is registered upon the Warrant Register (“registered
holder”), as the absolute owner of such Warrant and of each Warrant represented
thereby (notwithstanding any notation of ownership or other writing on the
Warrant Certificate made by anyone other than the Company or the Warrant
Agent), 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 notice
to the contrary.


 


2.4.          Detachability
of Warrants. The securities comprising the Units will not be separately
transferable until the earlier to occur of the expiration of CRT Capital Group
LLC (“CRT”)’s option to purchase up to 3,150,000 additional Units to cover
over-allotments or 20 days after the exercise in full or in part by CRT of such
option, but in no event will CRT allow separate trading of the securities comprising
the Units until the Company files a Current Report on Form 8-K which includes
an audited balance sheet reflecting the receipt by the Company of the gross
proceeds of the Public Offering including the proceeds received by the Company
from the exercise of the Underwriter’s over-allotment option, if the
over-allotment option is exercised prior to the filing of the Form 8-K.


 


3.             Terms
and Exercise of Warrants


 


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


 


2

















 


3.2.          Duration
of Warrants. A Warrant may be exercised only during the period (“Exercise
Period”) commencing on the later of the consummation by the Company of a
merger, capital stock exchange, asset acquisition, stock purchase or other
similar business combination (“Business Combination”) (as described more fully
in the Company’s Registration Statement) or October 19, 2006 and terminating at
5:00 p.m., New York City time on the earlier to occur of (i) October 19, 2009
or (ii) the date fixed for redemption of the Warrants as provided in Section 6
of this Agreement (“Expiration Date”). Except with respect to the right to
receive the Redemption Price (as set forth in Section 6 hereunder), each
Warrant not exercised on or before the Expiration Date shall become void, and
all rights thereunder and all rights in respect thereof under this Agreement
shall cease at the close of business on the Expiration Date. The Company in its
sole discretion may extend the duration of the Warrants by delaying the
Expiration Date.


 


3.3.          Exercise
of 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 registered
holder thereof by surrendering it, at the office of the Warrant Agent, or at
the office of its successor as Warrant Agent, in the Borough of Manhattan, City
and 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, in
cash, good certified check or good bank draft payable to the order of the
Company (or as otherwise agreed to by the Company), the Warrant Price for each
full share of Common Stock as to which the Warrant is exercised and any and all
applicable taxes due in connection with the exercise of the Warrant, the
exchange of the Warrant for the Common Stock, and the issuance of the Common
Stock.


 


3.3.2.       Issuance
of Certificates. As soon as practicable after the exercise of any Warrant
and the clearance of the funds in payment of the Warrant Price, the Company
shall issue to the registered holder of such Warrant a certificate or certificates
for 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 if
such Warrant shall not have been exercised in full, a new countersigned Warrant
for the number of shares as to which such Warrant shall not have been exercised.
Notwithstanding the foregoing, the Company shall not be obligated to deliver
any securities pursuant to the exercise of a Warrant unless a registration
statement under the Act with respect to the Common Stock is effective. Warrants
may not be exercised by, or securities issued to, any registered holder in any
state in which such exercise would be unlawful.


 


3.3.3.       Valid
Issuance. All shares of Common Stock issued upon the proper exercise of a
Warrant in conformity with this Agreement shall be validly issued, fully paid
and nonassessable.


 


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


 


3

















 


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


 


3.3.5.       Warrant
Solicitation and Warrant Solicitation Fee.


 


a.             The
Company has engaged CRT, on a non-exclusive basis, as its agent for the
solicitation 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 to
deliver to CRT, lists of the record and, to the extent known, beneficial owners
of the Company’s Warrants. The Company hereby instructs the Warrant Agent to
cooperate with CRT in every respect in connection with CRT’s solicitation
activities, including, but not limited to, providing to CRT, at the Company’s
cost, a list of record and beneficial holders of the Warrants and circulating a
prospectus or offering circular disclosing the compensation arrangements
referenced in Section 3.3.5(b) below to holders of the Warrants at the time of
exercise of the Warrants. In addition to the conditions set forth in Section
3.3.5(b), CRT shall accept payment of the warrant solicitation fee provided in
Section 3.3.5(b) only if it has provided bona fide services to the Company in
connection with the exercise of the Warrants and only to the extent that an
investor who exercises his Warrants specifically designates, in writing, that CRT
solicited his exercise. In addition to soliciting, either orally or in writing,
the exercise of Warrants by a Warrant holder, such services may also include
disseminating information, either orally or in writing, to Warrant holders
about the Company or the market for the Company’s securities, or assisting in
the processing of the exercise of Warrants.


 


b.             In
each instance in which a Warrant is exercised, the Warrant Agent shall promptly
give written notice of such exercise to the Company and CRT (“Warrant Agent’s
Exercise Notice”). If, upon the exercise of any Warrant more than one year from
the effective date of the Registration Statement, (i) the market price of the
Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of
compensation arrangements between the Company and CRT with respect to the
solicitation of the exercise of the Warrants was made both at the time of the
Public Offering and at the time of exercise (by delivery of the Prospectus or
as otherwise required by applicable law, rule or regulation), (iii) the holder
of the Warrant confirms in writing that the exercise of the Warrant was
solicited 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 of
Regulation M (as such rule or any successor rule may be in effect as of such
time of exercise) promulgated under the Securities Exchange Act of 1934, as
amended, then the Warrant Agent, simultaneously with the distribution of the
Common Stock underlying the Warrants so exercised in accordance with the
instructions from the Company following receipt of the proceeds to the Company
received upon exercise of such Warrant(s), shall, on behalf of the Company, pay
a fee of 2% of the Warrant Price to CRT, provided that CRT delivers to the
Warrant Agent within ten (10) business days from the date on which CRT has
received the Warrant Agent’s Exercise Notice, a certificate that the conditions
set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding
the foregoing, no fee will be paid to CRT with respect to the exercise by it or
its affiliates or the Company’s officers or directors of Warrants purchased by
it or them and still held by them for its or their own account. CRT and


 


4

















 


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


 


c.             The
provisions of this Section 3.3.5. may not be modified, amended or deleted
without the prior written consent of CRT.


 


4.             Adjustments.


 


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


 


4.2.          Aggregation
of Shares. If, after the date hereof, and subject to the provisions of
Section 4.6, the number of outstanding shares of Common Stock is decreased by a
consolidation, combination, reverse stock split or reclassification of shares
of Common Stock or other similar event, then, on the effective date of such
consolidation, combination, reverse stock split, reclassification or similar
event, the number of shares of Common Stock issuable on exercise of each
Warrant shall be decreased in proportion to such decrease in outstanding shares
of Common Stock.


 


4.3.          Adjustments
in Exercise Price. Whenever the number of shares of Common Stock
purchasable upon the exercise of the Warrants is adjusted, as provided in
Section 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest
cent) by multiplying such Warrant Price immediately prior to such adjustment by
a fraction (x) the numerator of which shall be the number of shares of Common
Stock purchasable upon the exercise of the Warrants immediately prior to such
adjustment, and (y) the denominator of which shall be the number of shares of
Common Stock so purchasable immediately thereafter.


 


4.4.          Replacement
of Securities upon Reorganization, etc. In case of any reclassification or
reorganization of the outstanding shares of Common Stock (other than a change
covered by Section 4.1 or 4.2 hereof or that solely affects the par value of
such shares of Common Stock), or in the case of any merger or consolidation of
the Company with or into another corporation (other than a consolidation or
merger in which the Company is the continuing corporation and that does not
result in any reclassification or reorganization of the outstanding shares of
Common Stock), or in the case of any sale or conveyance to another corporation
or entity of the assets or other property of the Company as an entirety or
substantially 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 and
in lieu of the shares of Common Stock of the Company immediately theretofore
purchasable and receivable upon the exercise of the rights represented thereby,
the kind and amount of shares of stock or other securities or property


 


5

















 


(including cash) receivable upon such
reclassification, reorganization, merger or consolidation, or upon a
dissolution following any such sale or transfer, that the Warrant holder would
have 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 a
change in shares of Common Stock covered by Section 4.1 or 4.2, then such
adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section
4.4. The provisions of this Section 4.4 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other
transfers.


 


4.5.          Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the
number of shares issuable upon exercise of a Warrant, the Company shall give
written notice thereof to the Warrant Agent, which notice shall state the
Warrant 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 a
Warrant, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based. Upon the occurrence of any event
specified in Sections 4.1, 4.2, 4.3 or 4.4, then, in any such event, the
Company shall give written notice to the Warrant holder, at the last address
set forth for such holder in the warrant register, of the record date or the
effective date of the event. Failure to give such notice, or any defect
therein, shall not affect the legality or validity of such event.


 


4.6.          No
Fractional Shares. Notwithstanding any provision contained in this Warrant
Agreement to the contrary, the Company shall not issue fractional shares upon
exercise of Warrants. If, by reason of any adjustment made pursuant to this
Section 4, the holder of any Warrant would be entitled, upon the exercise of
such 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 the
shares of Common Stock to be issued to the Warrant holder.


 


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


 


5.             Transfer
and Exchange of Warrants.


 


5.1.          Registration
of Transfer. The Warrant Agent shall register the transfer, from time to
time, of any outstanding Warrant upon the Warrant Register, upon surrender of
such Warrant for transfer, properly endorsed with signatures properly guaranteed
and accompanied by appropriate instructions for transfer. Upon any such
transfer, a new Warrant representing an equal aggregate number of Warrants
shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The
Warrants so cancelled shall be delivered by the Warrant Agent to the Company
from time to time upon request.


 


6

















 


5.2.          Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant
Agent, together with a written request for exchange or transfer, and thereupon
the Warrant Agent shall issue in exchange therefor one or more new Warrants as
requested by the registered holder of the Warrants so surrendered, representing
an equal aggregate number of Warrants; provided, however, that in the event
that a Warrant surrendered for transfer bears a restrictive legend, the Warrant
Agent shall not cancel such Warrant and issue new Warrants in exchange therefor
until the Warrant Agent has received an opinion of counsel for the Company
stating that such transfer may be made and indicating whether the new Warrants
must also bear a restrictive legend.


 


5.3.          Fractional
Warrants. The Warrant Agent shall not be required to effect any
registration of transfer or exchange which will result in the issuance of a
warrant certificate for a fraction of a warrant.


 


5.4.          Service
Charges. No service charge shall be made for any exchange or registration
of transfer of Warrants.


 


5.5.          Warrant
Execution and Countersignature. The Warrant Agent is hereby authorized to
countersign and to deliver, in accordance with the terms of this Agreement, the
Warrants required to be issued pursuant to the provisions of this Section 5,
and the Company, whenever required by the Warrant Agent, will supply the Warrant
Agent 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 Warrants
may be redeemed, at the option of the Company, at any time after they become
exercisable 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 (“Redemption
Price”), provided that the last sales price of the Common Stock has been at
least $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 on
which notice of redemption is given.


 


6.2.          Date
Fixed for, and Notice of, Redemption. In the event the Company shall elect
to 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, by
the Company not less than 30 days prior to the date fixed for redemption to the
registered holders of the Warrants to be redeemed at their last addresses as
they shall appear on the registration books. Any notice mailed in the manner
herein provided shall be conclusively presumed to have been duly given whether
or not the registered holder received such notice.


 


6.3.          Exercise
After Notice of Redemption. The Warrants may be exercised in accordance
with Section 3 of this Agreement at any time after notice of redemption shall
have been given by the Company pursuant to Section 6.2. hereof and prior to the
time and date fixed


 


7

















 


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


 


6.4.          Outstanding
Warrants Only. The Company understands that the redemption rights provided
for by this Section 6 apply only to outstanding Warrants. To the extent a
person holds rights to purchase Warrants, such purchase rights shall not be
extinguished by redemption. However, once such purchase rights are exercised,
the Company may redeem the Warrants issued upon such exercise provided that the
criteria for redemption is met.


 


7.             Other
Provisions Relating to Rights of Holders of Warrants.


 


7.1.          No
Rights as Stockholder. A Warrant does not entitle the registered holder
thereof 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 as
stockholders in respect of the meetings of stockholders or the election of
directors 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 as
to 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 new
Warrant of like denomination, tenor, and date as the Warrant so lost, stolen,
mutilated, or destroyed. Any such new Warrant shall constitute a substitute
contractual obligation of the Company, whether or not the allegedly lost,
stolen, mutilated, or destroyed Warrant shall be at any time enforceable by
anyone.


 


7.3.          Reservation
of Common Stock. The Company shall at all times reserve and keep available
a number of its authorized but unissued shares of Common Stock that will be
sufficient to permit the exercise in full of all outstanding Warrants issued
pursuant to this Agreement.


 


7.4.          Registration
of Common Stock. The Company agrees that prior to the commencement of the
Exercise Period, it shall file with the Securities and Exchange Commission a
post-effective amendment to the Registration Statement, or a new registration
statement, for the registration, under the Act, of, and it shall take such
action as is necessary to qualify for sale, in those states in which the
Warrants were initially offered by the Company, the Common Stock issuable upon
exercise of the Warrants. In either case, the Company will use its best efforts
to cause the same to become effective and to maintain the effectiveness of such
registration statement until the expiration of the Warrants in accordance with
the provisions of this Agreement. The provisions of this Section 7.4 may not be
modified, amended or deleted without the prior written consent of CRT.


 


8

















 


8.             Concerning
the Warrant Agent and Other Matters.


 


8.1.          Payment
of Taxes. The Company will from time to time promptly pay all taxes and
charges that may be imposed upon the Company or the Warrant Agent in respect of
the 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 of
the Warrants or such shares.


 


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


 


8.2.1.       Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it
hereafter appointed, may resign its duties and be discharged from all further
duties and liabilities hereunder after giving sixty (60) days’ notice in
writing to the Company. If the office of the Warrant Agent becomes vacant by
resignation or incapacity to act or otherwise, the Company shall appoint in
writing a successor Warrant Agent in place of the Warrant Agent. If the Company
shall fail to make such appointment within a period of 30 days after it has
been notified in writing of such resignation or incapacity by the Warrant Agent
or by the holder of the Warrant (who shall, with such notice, submit his
Warrant for inspection by the Company), then the holder of any Warrant may
apply to the Supreme Court of the State of New York for the County of New York
for the appointment of a successor Warrant Agent at the Company’s cost. Any
successor Warrant Agent, whether appointed by the Company or by such court,
shall be a corporation organized and existing under the laws of the State of
New York, in good standing and having its principal office in the Borough of
Manhattan, City and State of New York, and authorized under such laws to
exercise corporate trust powers and subject to supervision or examination by
federal or state authority. After appointment, any successor Warrant Agent
shall be vested with all the authority, powers, rights, immunities, duties, and
obligations of its predecessor Warrant Agent with like effect as if originally
named as Warrant Agent hereunder, without any further act or deed; but if for
any reason it becomes necessary or appropriate, the predecessor Warrant Agent
shall execute and deliver, at the expense of the Company, an instrument
transferring to such successor Warrant Agent all the authority, powers, and
rights of such predecessor Warrant Agent hereunder; and upon request of any
successor Warrant Agent the Company shall make, execute, acknowledge, and
deliver any and all instruments in writing for more fully and effectually
vesting in and confirming to such successor Warrant Agent all such authority,
powers, rights, immunities, duties, and obligations.


 


8.2.2.       Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be
appointed, the Company shall give notice thereof to the predecessor Warrant
Agent and the transfer agent for the Common Stock not later than the effective
date of any such appointment.


 


8.2.3.       Merger
or Consolidation of Warrant Agent. Any corporation into which the Warrant
Agent may be merged or with which it may be consolidated or any corporation
resulting from any merger or consolidation to which the Warrant Agent shall be
a party shall be the successor Warrant Agent under this Agreement without any
further act.


 


9

















 


8.3.          Fees
and Expenses of Warrant Agent.


 


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


 


8.3.2.       Further
Assurances. The Company agrees to perform, execute, acknowledge, and
deliver or cause to be performed, executed, acknowledged, and delivered all
such further and other acts, instruments, and assurances as may reasonably be
required by the Warrant Agent for the carrying out or performing of the
provisions of this Agreement.


 


8.4.          Liability
of Warrant Agent.


 


8.4.1.       Reliance
on Company Statement. Whenever in the performance of its duties under this
Warrant Agreement, the Warrant Agent shall deem it necessary or desirable that
any fact or matter be proved or established by the Company prior to taking or
suffering any action hereunder, such fact or matter (unless other evidence in
respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a statement signed by the President or
Chairman of the Board of the Company and delivered to the Warrant Agent. The
Warrant Agent may rely upon such statement for any action taken or suffered in
good 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 Warrant
Agent and save it harmless against any and all liabilities, including
judgments, costs and reasonable counsel fees, for anything done or omitted by
the Warrant Agent in the execution of this Agreement except as a result of the
Warrant Agent’s negligence, willful misconduct, or bad faith.


 


8.4.3.       Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of
this Agreement or with respect to the validity or execution of any Warrant
(except its countersignature thereof); nor shall it be responsible for any
breach by the Company of any covenant or condition contained in this Agreement
or in any Warrant; nor shall it be responsible to make any adjustments required
under 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 facts
that would require any such adjustment; nor shall it by any act hereunder be
deemed to make any representation or warranty as to the authorization or reservation
of any shares of Common Stock to be issued pursuant to this Agreement or any
Warrant or as to whether any shares of Common Stock will when issued be valid
and fully paid and nonassessable.


 


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


 


10

















 


Company and Continental Stock Transfer & Trust
Company, as trustee of the Trust Account), and hereby waives any Claim in or to
any monies in the Trust Account it may have in the future, and hereby agrees
not to seek recourse, reimbursement, payment or satisfaction for any Claim
against the Trust Account for any reason whatsoever.


 


8.6.          Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this
Agreement and agrees to perform the same upon the terms and conditions herein
set forth and among other things, shall account promptly to the Company with
respect to Warrants exercised and concurrently account for, and pay to the
Company, all moneys received by the Warrant Agent for the purchase of shares of
the Company’s Common Stock through the exercise of Warrants.


 


9.             Miscellaneous
Provisions.


 


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


 


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


 


Federal Services Acquisition
Corporation

900 Third Avenue, 33rd Floor

New York, NY  10022

Attn: Chairman or Secretary


 


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


 


Continental Stock
Transfer & Trust Company

17 Battery Place

New York, New York  10004

Attn:       Compliance Department


 


11

















 


with a copy in each case to:


 


Gusrae, Kaplan & Bruno,
PLLC

120 Wall Street

11th Floor

New York, NY  10005

Attn:       Scott M. Miller, Esq.


 


and


 


Dechert LLP

30 Rockefeller Plaza

New York, NY  10112

Attn:  Gerald Adler, Esq.


 


9.3.          Applicable
law. The validity, interpretation, and performance of this Agreement and of
the Warrants shall be governed in all respects by the laws of the State of New
York, without giving effect to conflict of laws. The Company hereby agrees that
any action, proceeding or claim against it arising out of or relating in any
way to this Agreement shall be brought and enforced in the courts of the State
of New York or the United States District Court for the Southern District of
New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive. The Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenience forum. Any such
process or summons to be served upon the Company may be served by transmitting
a 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 binding
upon the Company in any action, proceeding or claim.


 


9.4.          Persons
Having Rights under this Agreement. Nothing in this Agreement expressed and
nothing that may be implied from any of the provisions hereof is intended, or
shall be construed, to confer upon, or give to, any person or corporation other
than the parties hereto and the registered holders of the Warrants and, for the
purposes 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 any
covenant, condition, stipulation, promise, or agreement hereof. CRT shall be
deemed to be a third-party beneficiary of this Agreement with respect to
Sections 3.3.5, 6.1, 6.4, 7.4 and 9.2 hereof. All covenants, conditions,
stipulations, promises, and agreements contained in this Warrant Agreement
shall be for the sole and exclusive benefit of the parties hereto (and CRT with
respect to the Sections 3.3.5, 6.1, 6.4, 7.4 and 9.2 hereof) and their
successors and assigns and of the registered holders of the Warrants.


 


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


 


12

















 


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


 


9.7.          Effect
of Headings. The Section headings herein are for convenience only and are
not part of this Warrant Agreement and shall not affect the interpretation
thereof.


 


IN WITNESS
WHEREOF, this Agreement has been duly executed by the parties hereto as of the
day 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

  
						



 


13