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Exhibit 10.10    
    


 
  REGISTRATION RIGHTS AGREEMENT    
    


        THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the 9th day of November, 2007, by and
among ATS Corporation, a Delaware corporation (the "Company"), and the other persons identified on the signature page(s) hereof (collectively, the
"Principal Stockholders" and, individually, a "Principal Stockholder"). 



        WHEREAS,
the Principal Stockholders are parties to an Agreement and Plan of Merger and Reorganization by and among the Company, ATS NSS Acquisition, Inc., Number Six
Software, Inc. and the Principal Stockholders, dated as of October 12, 2007 (the "Merger Agreement"); and 


        WHEREAS,
pursuant to the Merger Agreement, the Principal Stockholders and the Company desire to enter into this Agreement to provide the Principal Stockholders with certain rights
relating to the registration of shares of the Company's Common Stock issued to the Principal Stockholders pursuant to the terms and conditions of the Merger Agreement. 



        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. 


        "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. 


        "Founding Investor Registration Rights Agreement" means that certain Registration Rights Agreement dated as of October 19, 2005, as
amended, by and among the Company and the investors listed on the signature page thereto. 


        "Garcia Registration Rights Agreement" means that certain Registration Rights Agreement dated as of August 31, 2007 by and among
the Company, the Dennis J. Garcia Trust dtd 4/27/04 and the Lauren S. Garcia Trust dtd 4/27/04. 







 

        "Indemnified Party" is defined in Section 4.3. 


        "Indemnifying Party" is defined in Section 4.3. 


        "Lewis/Rumsey Registration Rights Agreement" means that certain Registration Rights Agreement dated as of January 16, 2007 by and
among the Company, Delmar Lewis and Claude H. Rumsey, Jr. 


        "Maximum Number of Shares" means such maximum dollar amount or maximum number of shares as determined by the managing Underwriter(s) for
an underwritten offering 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. 


        "Merger Agreement" is defined in the recitals to this Agreement. 


        "Notices" is defined in Section 6.3. 


        "Piggy-Back Registration" is defined in Section 2.1. 


        "Principal Stockholders" is defined in the preamble to this Agreement. 


        "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 the shares of Common Stock owned or held by the Principal Stockholders that were acquired under the Merger
Agreement. 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 Registrable Securities
are salable without restriction under Rule 144(k) under the Securities Act. 



        "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). 


        "RISI Registration Rights Agreement" means that certain Registration Rights Agreement dated as of February 28, 2007 by and among
the Company and Valerie W. Perlowitz. 


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        "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. 


        "Stockholder Indemnified Party" is defined in Section 4.1. 



        "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.    PIGGY-BACK REGISTRATION RIGHTS. 


        2.1.    Piggy-Back Rights.    If, at any time on or after the first anniversary of the date of this
Agreement, 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 stockholders of the Company for their account (or by the Company and by stockholders of the Company)
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 stockholders, (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(s), 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(s) 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(s) shall enter into an underwriting agreement in customary form with the
Underwriter(s) selected for such Piggy-Back Registration. 


        2.2.    Reduction of Offering.    If the managing Underwriter(s) 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, 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 stockholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such
registration: 


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        2.2.1    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 


        2.2.2    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;
(C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of
Common Stock as to which registration has been requested pursuant to written contractual piggy-back registration rights under the Founding Investor Registration Rights Agreement that can
be sold without exceeding the Maximum Number of Shares; (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 as to which registration has been requested pursuant to written contractual piggy-back registration rights under
the Lewis/Rumsey Registration Rights Agreement that can be sold without exceeding the Maximum Number of Shares; (E) fifth, to the extent that the
Maximum Number of Shares has not been reached
under the foregoing clauses (A), (B), (C) and (D), the shares of Common Stock as to which registration has been requested pursuant to written contractual piggy-back registration
rights under the RISI Registration Rights Agreement that can be sold without exceeding the Maximum Number of Shares; (F) sixth, to the extent
that the maximum number of Shares has not been reached under the foregoing clauses (A), (B), (C), (D) and (E), the shares of Common Stock as to which registration has been requested pursuant to
written contractual piggyback registration rights under the Garcia Registration Rights Agreement that can be sold without exceeding the Maximum Number of Shares;
(G) seventh, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B), (C), (D), (E) and
(F), the Registrable Securities as to which registration has been requested under this Section 2 (pro rata in accordance with the number of shares of Registrable Securities held by each such
holder) that can be sold without exceeding the Maximum Number of Shares; and (H) eighth, to the extent that the Maximum Number of Shares has not
been reached under the foregoing clauses (A), (B),(C), (D), (E), (F) and (G), the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual
piggy-back registration rights which other stockholders desire to sell that can be sold without exceeding the Maximum Number of Shares. 




        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 


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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. 


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, provided, however, that the Company shall have the
right to defer any Piggy-Back Registration for such period as may be applicable to the contractual terms of deferment of any demand registration to which such Piggy-Back
Registration relates. In connection with any such request: 



        3.1.1.    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. 


        3.1.2.    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 and eighty (180) days plus any period
during which any such disposition is interfered with by a suspension of sales required by the Company pursuant to Section 3.2, any stop order or injunction of the Commission or any governmental
agency or court) or such securities have been withdrawn. 


        3.1.3.    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 



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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. 


        3.1.4.    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 Section 3.1.4 or subject itself to taxation in any such jurisdiction. 


        3.1.5.    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 



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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. 



        3.1.6.    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. 



        3.1.7.    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. 


        3.1.8.    Opinions and Comfort Letters.    The Company shall furnish to each holder of Registrable Securities included
in any Registration Statement copies 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. 



        3.1.9.    Earnings Statement.    The Company shall comply with all applicable rules and regulations of the Commission
and the Securities Act and make available to its stockholders, 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. 


        3.1.10.    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 3.1.3(iv), 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 


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Securities
until such holder receives the supplemented or amended prospectus contemplated by Section 3.1.3(iv) 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
Piggy-Back Registration pursuant to Section 2.1 and all costs and 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 3.1.10; (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 3.1.8); (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 stockholders 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 Principal
Stockholder 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 the Principal Stockholders 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, a
"Stockholder 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 


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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 Stockholder Indemnified
Party for any legal and any other expenses reasonably incurred by such Stockholder 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 Section 15
of the Securities Act or Section 20 of the Exchange 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 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 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, 


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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 



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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 Rule 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 and the parties to the Founding Investor Registration Rights Agreement, the Lewis/Rumsey Registration Rights Agreement, the RISI Registration Rights Agreement and the Garcia
Registration Rights Agreement, 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. After the date hereof, for so long as the Common Stock issued to
the Principal Stockholders on the date of this Agreement is not saleable without restriction under Rule 144(k) under the Securities Act, the Company shall not grant any person registration
rights or similar rights that are superior to those granted to the Principal Stockholders hereunder except in connection with transactions involving the issuance of equity securities primarily for
cash proceeds. 


        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 Stockholder or holder of Registrable
Securities or of any assignee of the Stockholder 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. 


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        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 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 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: 


ATS
Corporation

Attn: Dr. Edward H. Bersoff

Chief Executive Officer

7915 Jones Branch Road

McLean, Virginia 22102

Fax: (703) 903-0415 


with
a copy to (which shall not constitute notice): 


Squire,
Sanders & Dempsey L.L.P. 

14th Floor

8000 Towers Crescent Drive

Tysons Corner, Virginia 22182-2700

Attention: James J. Maiwurm

Fax: (703) 720-7801 


To
the Principal Stockholders: 


c/o
Ralph Alexander

1593 Spring Hill Road

Suite 220

Vienna, Virginia 22182

Fax: (703) 516-2881 


with
a copy to (which shall not constitute notice): 


Wilmer
Cutler Pickering Hale and Dorr LLP

1875 Pennsylvania Avenue, NW

Washington, D.C. 20006

Attention: Gregory J. Ewald

Fax: (202) 663-6363 




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        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 Principal Stockholders or any other holder of Registrable Securities may proceed to protect and enforce their 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 


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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 any Stockholder in the negotiation, administration, performance or enforcement hereof. 


[Signatures
Follow] 


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        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. 



	 	 	ATS CORPORATION
	

 	
 	

By:	

/s/ Edward H. Bersoff

	 	 	Name:	Dr. Edward H. Bersoff
	 	 	Title:	Chief Executive Officer
	

 	
 	

PRINCIPAL STOCKHOLDERS:
	

 	
 	

Blue Water Venture Fund III, LLC
	 	 	By: 	Blue Water Capital III, L.L.C.,

Managing Member
	

 	
 	

By:	

/s/ Henry D. Barrett, Jr.

	 	 	Name:	Henry D. Barrett, Jr.
	 	 	Title:	Managing Director
	

 	
 	

Bakke Enterprises, L.L.C.
	

 	
 	

By:	

/s/ Dennis W. Bakke

	 	 	Name:	Dennis W. Bakke
	 	 	Title:	 
	 	 	 	

	

 	
 	

Estate of Brian Lyons
	

 	
 	

By:	

/s/ Tamara Lyons

	 	 	Name:	Tamara Lyons
	 	 	Title:	Personal Representative
	

 	
 	

/s/ Ralph Alexander

	 	 	Name:	Ralph Alexander
	

 	
 	

/s/ Dennis Leggett

	 	 	Name:	Dennis Leggett




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QuickLinks



Exhibit 10.10


REGISTRATION RIGHTS AGREEMENT