Exhibit 4.4


 


WARRANT AGREEMENT


 


Agreement made as of                 ,
2005 between Federal Services Acquisition Corporation, a Delaware corporation,
with offices at 900 Third Avenue, 33rd Floor, New York, New York
10022 (“Company”), and Continental Stock Transfer & Trust Company, a
New York corporation, with offices at 17 Battery Place, New York, New York
10004 (“Warrant Agent”).


 


WHEREAS, the Company is engaged in a public offering (“Public
Offering”) of Units (“Units”) and, in connection therewith, has determined to
issue and deliver up to 48,300,000 Warrants (“Warrants”) to the public
investors, each Warrant evidencing the right of the holder thereof to purchase
one share of common stock, par value $.0001 per share, of the Company’s Common
Stock (“Common Stock”) for $5.00, subject to adjustment as described herein;
and


 


WHEREAS, the Company has filed with the Securities and
Exchange Commission a Registration Statement,

No. 333-                    
on Form S-1 (“Registration Statement”) for the registration, under the
Securities Act of 1933, as amended (“Act”), of, among other securities, the
Warrants and the Common Stock issuable upon exercise of the Warrants; and


 


WHEREAS, the Company desires the Warrant Agent to act
on behalf of the Company, and the Warrant Agent is willing to so act, in
connection with the issuance, registration, transfer, exchange, redemption and
exercise of the Warrants; and


 


WHEREAS, the Company desires to provide for the form
and provisions of the Warrants, the terms upon which they shall be issued and
exercised, and the respective rights, limitation of rights, and immunities of
the Company, the Warrant Agent, and the holders of the Warrants; and


 


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


 


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


 


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


 


2.             Warrants.


 


2.1.          Form of
Warrant.  Each Warrant shall be
issued in registered form only, shall be in substantially the form of Exhibit A
hereto, the provisions of which are incorporated herein and


 





















 


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


 


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


 


2.3.          Registration.


 


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


 


2.3.2.       Registered
Holder.  Prior to due presentment for
registration of transfer of any Warrant, the Company and the Warrant Agent may
deem and treat the person in whose name such Warrant is registered upon the
Warrant Register (“registered holder”), as the absolute owner of such Warrant
and of each Warrant represented thereby (notwithstanding any notation of
ownership or other writing on the Warrant Certificate made by anyone other than
the Company or the Warrant Agent), for the purpose of any exercise thereof, and
for all other purposes, and neither the Company nor the Warrant Agent shall be
affected by any notice to the contrary.


 


2.4.          Detachability
of Warrants.  The securities
comprising the Units will not be separately transferable until 90 days after
the date hereof unless CRT Capital Group LLC (“CRT”) informs the Company of its
decision to allow earlier separate trading, but in no event will CRT allow
separate trading of the securities comprising the Units until the Company files
a Current Report on Form 8-K which includes an audited balance sheet
reflecting the receipt by the Company of the gross proceeds of the Public
Offering including the proceeds received by the Company from the exercise of
the Underwriter’s over-allotment option, if the over-allotment option is
exercised prior to the filing of the Form 8-K.


 


3.             Terms
and Exercise of Warrants


 


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


 


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the time a Warrant is exercised. 
The Company in its sole discretion may lower the Warrant Price at any
time prior to the Expiration Date.


 


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


 


3.3.          Exercise
of Warrants.


 


3.3.1.       Payment.  Subject to the provisions of the Warrant and
this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may
be exercised by the registered holder thereof by surrendering it, at the office
of the Warrant Agent, or at the office of its successor as Warrant Agent, in
the Borough of Manhattan, City and State of New York, with the subscription
form, as set forth in the Warrant, duly executed, and by paying in full, in
lawful money of the United States, in cash, good certified check or good bank
draft payable to the order of the Company (or as otherwise agreed to by the
Company), the Warrant Price for each full share of Common Stock as to which the
Warrant is exercised and any and all applicable taxes due in connection with
the exercise of the Warrant, the exchange of the Warrant for the Common Stock,
and the issuance of the Common Stock.


 


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


 


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


 


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


 


3.3.5.       Warrant
Solicitation and Warrant Solicitation Fee.


 


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


 


b.             In
each instance in which a Warrant is exercised, the Warrant Agent shall promptly
give written notice of such exercise to the Company and CRT (“Warrant Agent’s
Exercise Notice”).  If, upon the exercise
of any Warrant more than one year from the effective date of the Registration
Statement, (i) the market price of the Company’s Common Stock is greater
than the Warrant Price, (ii) disclosure of compensation arrangements
between the Company and CRT with respect to the solicitation of the exercise of
the Warrants was made both at the time of the Public Offering and at the time
of exercise (by delivery of the Prospectus or as otherwise required by
applicable law, rule or regulation), (iii) the holder of the Warrant
confirms in writing that the exercise of the Warrant was solicited by CRT, (iv) the
Warrant was not held in a discretionary account, and (v) the solicitation
of the exercise of the Warrant was not in violation of Regulation M (as such rule or
any successor rule may be in effect as of such time of exercise)
promulgated under the Securities Exchange Act of 1934, as amended, then the
Warrant Agent, simultaneously with the distribution of the Common Stock
underlying the Warrants so exercised in accordance with the instructions from
the Company following receipt of the proceeds to the Company received upon
exercise of such Warrant(s), shall, on behalf of the Company, pay a fee of 5%
of the Warrant Price to CRT, provided that CRT delivers to the


 


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Warrant Agent within ten (10) business days from the date on which
CRT has received the Warrant Agent’s Exercise Notice, a certificate that the
conditions set forth in the preceding clauses (iii), (iv) and (v) have
been satisfied.  Notwithstanding the
foregoing, no fee will be paid to CRT with respect to the exercise by it or its
affiliates or the Company’s officers or directors of Warrants purchased by it
or them and still held by them for its or their own account.  CRT and the Company may at any time during
business hours, examine the records of the Warrant Agent, including its ledger
of original Warrant certificates returned to the Warrant Agent upon exercise of
Warrants.


 


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


 


4.             Adjustments.


 


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


 


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


 


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


 


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


 


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substantially as an entirety in connection with which the Company is
dissolved, the Warrant holders shall thereafter have the right to purchase and
receive, upon the basis and upon the terms and conditions specified in the
Warrants and in lieu of the shares of Common Stock of the Company immediately
theretofore purchasable and receivable upon the exercise of the rights
represented thereby, the kind and amount of shares of stock or other securities
or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any
such sale or transfer, that the Warrant holder would have received if such
Warrant holder had exercised his, her or its Warrant(s) immediately prior to
such event; and if any reclassification also results in a change in shares of
Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be
made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4.  The provisions of this Section 4.4 shall
similarly apply to successive reclassifications, reorganizations, mergers or
consolidations, sales or other transfers.


 


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


 


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


 


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


 


5.             Transfer
and Exchange of Warrants.


 


5.1.          Registration
of Transfer.  The Warrant Agent shall
register the transfer, from time to time, of any outstanding Warrant upon the
Warrant Register, upon surrender of such Warrant for transfer, properly
endorsed with signatures properly guaranteed and accompanied by


 


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appropriate instructions for transfer. 
Upon any such transfer, a new Warrant representing an equal aggregate
number of Warrants shall be issued and the old Warrant shall be cancelled by
the Warrant Agent.  The Warrants so
cancelled shall be delivered by the Warrant Agent to the Company from time to
time upon request.


 


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


 


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


 


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


 


5.5.          Warrant
Execution and Countersignature.  The
Warrant Agent is hereby authorized to countersign and to deliver, in accordance
with the terms of this Agreement, the Warrants required to be issued pursuant
to the provisions of this Section 5, and the Company, whenever required by
the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on
behalf of the Company for such purpose.


 


6.             Redemption.


 


6.1.          Redemption.  Subject to Section 6.4 hereof, not less
than all of the outstanding Warrants may be redeemed, at the option of the
Company, at any time after they become exercisable and prior to their
expiration, at the office of the Warrant Agent, upon the notice referred to in Section 6.2.,
at the price of $.01 per Warrant (“Redemption Price”), provided that the last
sales price of the Common Stock has been at least $8.50 per share, on each of
twenty (20) trading days within any thirty (30) trading day period ending on
the third business day prior to the date on which notice of redemption is given.


 


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


 


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6.3.          Exercise
After Notice of Redemption.  The
Warrants may be exercised in accordance with Section 3 of this Agreement
at any time after notice of redemption shall have been given by the Company
pursuant to Section 6.2. hereof and prior to the time and date fixed for
redemption.  On and after the redemption
date, the record holder of the Warrants shall have no further rights except to
receive, upon surrender of the Warrants, the Redemption Price.


 


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


 


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


 


7.1.          No
Rights as Stockholder.  A Warrant
does not entitle the registered holder thereof to any of the rights of a
stockholder of the Company, including, without limitation, the right to receive
dividends, or other distributions, exercise any preemptive rights to vote or to
consent or to receive notice as stockholders in respect of the meetings of
stockholders or the election of directors of the Company or any other matter.


 


7.2.          Lost,
Stolen, Mutilated, or Destroyed Warrants. 
If any Warrant is lost, stolen, mutilated, or destroyed, the Company and
the Warrant Agent may on such terms as to indemnity or otherwise as they may in
their discretion impose (which shall, in the case of a mutilated Warrant,
include the surrender thereof), issue a new Warrant of like denomination,
tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed.  Any such new Warrant shall constitute a
substitute contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable
by anyone.


 


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


 


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


 


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8.             Concerning
the Warrant Agent and Other Matters.


 


8.1.          Payment
of Taxes.  The Company will from time
to time promptly pay all taxes and charges that may be imposed upon the Company
or the Warrant Agent in respect of the issuance or delivery of shares of Common
Stock upon the exercise of Warrants, but the Company shall not be obligated to
pay any transfer taxes in respect of the Warrants or such shares.


 


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


 


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


 


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


 


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


 


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8.3.          Fees
and Expenses of Warrant Agent.


 


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


 


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


 


8.4.          Liability
of Warrant Agent.


 


8.4.1.       Reliance
on Company Statement.  Whenever in
the performance of its duties under this Warrant Agreement, the Warrant Agent
shall deem it necessary or desirable that any fact or matter be proved or
established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein
specifically prescribed) may be deemed to be conclusively proved and
established by a statement signed by the President or Chairman of the Board of
the Company and delivered to the Warrant Agent. 
The Warrant Agent may rely upon such statement for any action taken or
suffered in good faith by it pursuant to the provisions of this Agreement.


 


8.4.2.       Indemnity.  The Warrant Agent shall be liable hereunder
only for its own negligence, willful misconduct or bad faith.  The Company agrees to indemnify the Warrant
Agent and save it harmless against any and all liabilities, including
judgments, costs and reasonable counsel fees, for anything done or omitted by
the Warrant Agent in the execution of this Agreement except as a result of the
Warrant Agent’s negligence, willful misconduct, or bad faith.


 


8.4.3.       Exclusions.  The Warrant Agent shall have no
responsibility with respect to the validity of this Agreement or with respect
to the validity or execution of any Warrant (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant; nor shall
it be responsible to make any adjustments required under the provisions of Section 4
hereof or responsible for the manner, method, or amount of any such adjustment
or the ascertaining of the existence of facts that would require any such
adjustment; nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any shares
of Common Stock to be issued pursuant to this Agreement or any Warrant or as to
whether any shares of Common Stock will when issued be valid and fully paid and
nonassessable.


 


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


 


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


 


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


 


9.             Miscellaneous
Provisions.


 


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


 


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


 


Federal
Services Acquisition Corporation

900 Third Avenue, 33rd Floor

New York, NY  10022

Attn: Chairman or Secretary


 


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


 


Continental
Stock Transfer & Trust Company

17 Battery Place

New York, New York  10004

Attn:  Compliance Department


 


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with a copy in each case to:


 


Gusrae,
Kaplan & Bruno, PLLC

120 Wall Street

11th Floor

New York, NY  10005

Attn:  Scott M. Miller, Esq.


 


and


 


Dechert
LLP

30 Rockefeller Plaza

New York, NY  10112

Attn:  Gerald Adler, Esq.


 


9.3.          Applicable
law.  The validity, interpretation,
and performance of this Agreement and of the Warrants shall be governed in all
respects by the laws of the State of New York, without giving effect to
conflict of laws.  The Company hereby
agrees that any action, proceeding or claim against it arising out of or
relating in any way to this Agreement shall be brought and enforced in the
courts of the State of New York or the United States District Court for the
Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive.  The
Company hereby waives any objection to such exclusive jurisdiction and that
such courts represent an inconvenience forum. 
Any such process or summons to be served upon the Company may be served
by transmitting a copy thereof by registered or certified mail, return receipt
requested, postage prepaid, addressed to it at the address set forth in Section 9.2
hereof.  Such mailing shall be deemed
personal service and shall be legal and binding upon the Company in any action,
proceeding or claim.


 


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


 


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


 


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


 


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


 


IN WITNESS WHEREOF, this Agreement has been duly
executed by the parties hereto as of the day and year first above written.


 


	
  Attest:

  	
   

  	
  FEDERAL SERVICES
  ACQUISITION CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:  Joel R. Jacks

  
	
   

  	
   

  	
   

  	
  Title:  Chairman

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
  CONTINENTAL
  STOCK TRANSFER & TRUST

  COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:  Steven Nelson

  
	
   

  	
   

  	
   

  	
  Title:  Chairman

  



 


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