Exhibit 10.14


 


REGISTRATION RIGHTS AGREEMENT


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Demand Registration” is defined in Section 2.1.1.


 


“Demanding Holder” is defined in Section 2.1.1.


 


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


 


“Form S-3” is defined in Section 2.3.


 


“Indemnified Party” is defined in Section 4.3.


 


“Indemnifying Party”
is defined in Section 4.3.


 


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


 





















 


“Investor Indemnified Party” is defined in Section 4.1.


 


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


 


“Notices” is defined in Section 6.3.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


2





















 


2.                                       REGISTRATION
RIGHTS.


 


2.1.                              Demand
Registration.


 


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


 


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


 


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


 


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


 


3





















 


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


 


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


 


2.2.                              Piggy-Back
Registration.


 


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


 


4





















 


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


 


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


 


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


 


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


 


5





















 


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


 


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


 


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


 


3.                                       REGISTRATION
PROCEDURES.


 


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


 


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


 


6





















 


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


 


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


 


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


 


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


 


7





















 


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


 


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


 


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


 


8





















 


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


 


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


 


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


 


3.1.10.               Earnings
Statement.  The Company shall comply
with all applicable rules and regulations of the Commission and the
Securities Act and make available to its shareholders, as soon as practicable,
an earnings statement covering a period of twelve (12) months, beginning within
three (3) months after the effective date of the registration statement,
which earnings statement shall satisfy the provisions of Section 11(a) of
the Securities Act and Rule 158 thereunder.


 


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


 


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


 


9





















 


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


 


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


 


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


 


4.                                       INDEMNIFICATION
AND CONTRIBUTION.


 


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


 


10





















 


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


 


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


 


11





















 


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


 


4.4.                              Contribution.


 


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


 


12





















 


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


 


5.                                       UNDERWRITING
AND DISTRIBUTION.


 


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


 


6.                                       MISCELLANEOUS.


 


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


 


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


 


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


 


13





















 


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


 


To the Company:


 


Federal Services Acquisition Corporation

900 Third Avenue, 33rd Floor

New York, New York 
10022

Attention:  Chairman


 


with
a copy to:


 


Dechert LLP

30 Rockefeller Plaza

New York, New York  10112

Attention:  Gerald Adler, Esq.


 


To an Investor, to:


 


the
addresses listed on Exhibit A hereto


 


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


 


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


 


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


 


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


 


14





















 


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


 


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


 


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


 


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


 


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


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


15





















 


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


 


	
   

  	
  FEDERAL
  SERVICES ACQUISITION

  
	
   

  	
  CORPORATION

  
	
   

  	
  A
  Delaware Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:
  Joel R. Jacks

  
	
   

  	
  Title:
  Chairman and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INVESTORS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FSAC
  PARTNERS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Joel R. Jacks

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Peter M. Schulte

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Edward
  L. Bersoff

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Arthur
  M. Money

  



 


16