Exhibit 4.3


 


	
  NUMBER

  	
   

  	
  (SEE REVERSE SIDE FOR LEGEND)

  	
   

  	
  WARRANTS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  -[SYMBOL]

  	
   

  	
  THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO
  5:00 P.M. NEW YORK CITY
  TIME,                ,
  2009

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FEDERAL SERVICES ACQUISITION CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CUSIP

  	
   

  	
  WARRANT

  	
   

  	
   

  



 


 


THIS CERTIFIES THAT, for
value received


 


is the registered holder
of a Warrant or Warrants expiring
                     ,
2009 (the “Warrant”) to purchase one fully paid and non-assessable share of
Common Stock, par value $.0001 per share (“Shares”), of Federal Services
Acquisition Corporation, a Delaware corporation (the “Company”), for each
Warrant evidenced by this Warrant Certificate. 
The Warrant entitles the holder thereof to purchase from the Company,
commencing on the later of the Company’s completion of a merger, capital stock
exchange, asset acquisition, stock purchase or other similar business
combination (“Business Combination”) or
                     ,
2006, such number of Shares of the Company at the price of $5.00 per share,
upon surrender of this Warrant Certificate accompanied by the annexed duly
executed exercise form and payment of the Warrant Price at the office or agency
of the Warrant Agent, Continental Stock Transfer & Trust Company (such
payment to be made by check made payable to the Warrant Agent), but only
subject to the conditions set forth herein and in the Warrant Agreement between
the Company and Continental Stock Transfer & Trust Company (the “Warrant
Agreement”).  The Warrant Agreement
provides that upon the occurrence of certain events the Warrant Price and the
number of Warrant Shares purchasable hereunder, set forth on the face hereof,
may, subject to certain conditions, be adjusted. The term Warrant Price as used
in this Warrant Certificate refers to the price per Share at which Shares may
be purchased at the time the Warrant is exercised.


 


No fraction of a Share
will be issued upon any exercise of a Warrant. 
If the holder of a Warrant would be entitled to receive a fraction of a
Share upon any exercise of a Warrant, the Company shall, upon such exercise,
round up to the nearest whole number the number of Shares to be issued to such
holder.


 


Upon any exercise of the
Warrant for less than the total number of full Shares provided for herein,
there shall be issued to the registered holder hereof or his assignee a new
Warrant Certificate covering the number of Shares for which the Warrant has not
been exercised.


 


Warrant Certificates,
when surrendered at the office or agency of the Warrant Agent by the registered
holder hereof in person or by attorney duly authorized in writing, may be
exchanged in the manner and subject to the limitations provided in the Warrant
Agreement, but without


 





















 


payment of any service
charge, for another Warrant Certificate or Warrant Certificates of like tenor
and evidencing in the aggregate a like number of Warrants.


 


Upon due presentment for
registration of transfer of the Warrant Certificate at the office or agency of
the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like
tenor and evidencing in the aggregate a like number of Warrants shall be issued
to the transferee in exchange for this Warrant Certificate, subject to the
limitations provided in the Warrant Agreement, without charge except for any
applicable tax or other governmental charge.


 


The Company and the
Warrant Agent may deem and treat the registered holder as the absolute owner of
this Warrant Certificate (notwithstanding any notation of ownership or other
writing hereon made by anyone), for the purpose of any exercise hereof, of any
distribution to the registered holder, and for all other purposes, and neither
the Company nor the Warrant Agent shall be affected by any notice to the
contrary.


 


This Warrant does not
entitle the registered holder to any of the rights of a stockholder of the
Company.


 


The Company reserves the
right to call the Warrant, at any time prior to its exercise, with a notice of
call in writing to the holders of record of the Warrant, giving 30 days’ notice
of such call at any time after the Warrant becomes exercisable if the last sale
price of the Shares has been at least $8.50 per share on each of 20 trading
days within any 30 trading day period ending on the third business day prior to
the date on which notice of such call is given. 
The call price of the Warrants is to be $.01 per Warrant.  Any Warrant either not exercised or tendered
back to the Company by the end of the date specified in the notice of call
shall be canceled on the books of the Company and have no further value except
for the $.01 call price.


 


	
   

  	
  By:

  	
  FEDERAL SERVICES
  ACQUISITION

       CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Secretary

  	
   

  	
  Chairman of the
  Board

  
	
   

  	
   

  	
   

  
				



 





















 


SUBSCRIPTION FORM


 


To Be Executed by the Registered Holder in Order to Exercise Warrants


 


The undersigned Registered
Holder irrevocably elects to exercise
                      
Warrants represented by this Warrant Certificate, and to purchase the shares of
Common Stock issuable upon the exercise of such Warrants, and requests that
Certificates for such shares shall be issued in the name of


 


 


	
  (PLEASE TYPE OR PRINT NAME AND ADDRESS)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

  
	
   

  
	
  and be delivered
  to

  
	
  (PLEASE PRINT OR TYPE NAME AND ADDRESS)

  
	
   

  
	
   

  
	
   

  



and, if such number of
Warrants shall not be all the Warrants evidenced by this Warrant Certificate,
that a new Warrant Certificate for the balance of such Warrants be registered
in the name of, and delivered to, the Registered Holder at the address stated
below.


 


Dated:


 


	
   

  	
   

  	
   

  
	
   

  	
  (SIGNATURE)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (ADDRESS)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (TAX
  IDENTIFICATION NUMBER)

  	
   

  
	
   

  	
   

  	
   

  



 


 





















 


ASSIGNMENT


To Be Executed by the Registered Holder in Order to Assign Warrants


 


	
  For Value
  Received,

  	
  hereby sell,
  assign, and transfer unto

  



 


 


(PLEASE TYPE OR PRINT NAME AND ADDRESS)


 


 


(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)


 


 


and be delivered to


 


 


(PLEASE PRINT OR TYPE NAME AND ADDRESS)


 


 


of the Warrants represented by this Warrant Certificate, and hereby
irrevocably constitute and appoint                                                                                                                             Attorney
to transfer this Warrant Certificate on the books of the          Company,
with full power of substitution in the premises.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (SIGNATURE)

  	
   

  



 


 


THE SIGNATURE TO THE
ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME WRITTEN
UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A
COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK
EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK
EXCHANGE.