REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 2006 • Federal Services Acquisition CORP • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 19th day of October, 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”).
UNDERWRITING AGREEMENT between FEDERAL SERVICES ACQUISITION CORPORATION and CRT CAPITAL GROUP LLC Dated: _____________, 2005Underwriting Agreement • September 23rd, 2005 • Federal Services Acquisition CORP • Blank checks • New York
The undersigned, Federal Services Acquisition Corporation, a Delaware corporation (“Company”), hereby confirms its agreement with CRT Capital Group LLC (“Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • March 31st, 2006 • Federal Services Acquisition CORP • Blank checks • New York
Agreement made as of October 19, 2005 between Federal Services Acquisition Corporation, a Delaware corporation, with offices at 900 Third Avenue, 33rd Floor, New York, New York 10022 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
WARRANT AGREEMENTWarrant Agreement • September 23rd, 2005 • Federal Services Acquisition CORP • Blank checks • New York
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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 31st, 2005 • Federal Services Acquisition CORP • Blank checks • New York
ATS CORPORATION FORM OF MAY 18, 2010 RESTRICTED SHARE AGREEMENT WITH DIRECTORSRestricted Share Agreement • February 17th, 2011 • Ats Corp • Services-management consulting services • Delaware
This Restricted Share Agreement (this “Agreement”) is by and between ATS Corporation, a Delaware corporation (the “Corporation”), and _______ (the “Participant”), a director of the Corporation or one or more of its subsidiaries, and is effective as of May 18, 2010 (the “Effective Date”).
October 19, 2005 Federal Services Acquisition Corporation New York, New York 10022Underwriting Agreement • March 31st, 2006 • Federal Services Acquisition CORP • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Federal Services Acquisition Corporation, a Delaware corporation (the “Company”), and CRT Capital Group LLC (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and two warrants, each of which are exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 10 hereof.
ATS CORPORATION RESTRICTED SHARE AGREEMENTRestricted Share Agreement • August 9th, 2007 • Ats Corp • Services-management consulting services • Delaware
This Restricted Share Agreement (this “Agreement”) is by and between ATS Corporation, a Delaware corporation (the “Corporation”), and Pamela A. Little (the “Participant”), an employee of the Corporation or one or more of its subsidiaries, and is effective as of May 4, 2007 (the “Effective Date”).
October 19, 2005 CRT Capital Group LLC 262 Harbor Drive Stamford, CT 06902Underwriting Agreement • March 31st, 2006 • Federal Services Acquisition CORP • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) between Federal Services Acquisition Corporation, a Delaware corporation (the “Company”), and CRT Capital Group LLC (the “Underwriter”) relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and two warrants, each of which are exercisable for one share of Common Stock (each, a “Warrant”).
October 19, 2005 CRT Capital Group LLC Stanford, CT 06902 Re: Federal Services Acquisition Corporation Ladies and Gentlemen:Warrant Purchase Agreement • March 31st, 2006 • Federal Services Acquisition CORP • Blank checks • New York
This letter agreement (this “Warrant Purchase Letter”) is being delivered to you in connection with the Registration Statement on Form S-1 (File No. 333-124638) (as may be amended and supplemented from time to time, the “Registration Statement”) that was initially filed by Federal Services Acquisition Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on May 4, 2005, which relates to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and two warrants, each of which are exercisable for one share of Common Stock (each, a “Warrant”). Capitalized terms used but not otherwise defined herein shall have their respective meanings set forth on Schedule 1 hereto.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 1, 2010 among ATS CORPORATION, as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer & Swing Line Lender, and THE OTHER LENDERS PARTY HERETO BANC OF AMERICA SECURITIES LLC, as...Credit Agreement • June 4th, 2010 • Ats Corp • Services-management consulting services • Virginia
CRT Capital Group LLCUnderwriting Agreement • July 29th, 2005 • Federal Services Acquisition CORP • Blank checks
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2009 • Ats Corp • Services-management consulting services • Virginia
THIS EMPLOYMENT AGREEMENT (“Agreement”), originally executed as of the 19th day of March, 2007, and amended on the 4th day of August, 2008 is hereby amended this 5th day of May, 2009 by and between ATS Corporation, a Delaware corporation (the “Corporation”), and Dr. Edward H. Bersoff, a resident of the State of Maryland (the “Executive”).
UNDERTAKING AGREEMENTUndertaking Agreement • February 21st, 2012 • Ats Corp • Services-management consulting services • Delaware
This Undertaking Agreement, dated February 21, 2012 (this “Agreement”), by and among Salient Federal Solutions, Inc., a Delaware corporation (“Parent”), and Atlas Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), on the one hand, and Revelation Special Situations Fund Ltd. (the “Stockholder”), on the other hand. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement referred to below.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 31st, 2006 • Federal Services Acquisition CORP • Blank checks • New York
STOCKHOLDER’S AGREEMENTStockholder Agreement • February 21st, 2012 • Ats Corp • Services-management consulting services • Delaware
This Stockholder’s Agreement, dated February 21, 2012 (this “Agreement”), by and among Salient Federal Solutions, Inc., a corporation organized under the laws of Delaware (“Parent”), and Atlas Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), on the one hand, and Joel R. Jacks (the “Stockholder”), on the other hand. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement referred to below.
STOCK ESCROW AGREEMENTStock Escrow Agreement • March 31st, 2006 • Federal Services Acquisition CORP • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of October 19, 2005 (“Agreement”), by and among FEDERAL SERVICES ACQUISITION CORPORATION, a Delaware corporation (“Company”), JOEL R. JACKS, PETER M. SCHULTE, Dr. EDWARD H. BERSOFF, ARTHUR L. MONEY and FSAC PARTNERS, LLC (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
October 19, 2005 Federal Services Acquisition Corporation New York, New York 10022Underwriting Agreement • March 31st, 2006 • Federal Services Acquisition CORP • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Federal Services Acquisition Corporation, a Delaware corporation (the “Company”), and CRT Capital Group LLC (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and two warrants, each of which are exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 10 hereof.
CRT Capital Group LLC Stamford, CT 06902Warrant Purchase Agreement • September 23rd, 2005 • Federal Services Acquisition CORP • Blank checks • New York
This letter agreement (this “Warrant Purchase Letter”) is being delivered to you in connection with the Registration Statement on Form S-1 (File No. 333-124638) (as may be amended and supplemented from time to time, the “Registration Statement”) that was initially filed by Federal Services Acquisition Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on May 4, 2005, which relates to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and two warrants, each of which are exercisable for one share of Common Stock (each, a “Warrant”). Capitalized terms used but not otherwise defined herein shall have their respective meanings set forth on Schedule 1 hereto.
ContractOffice Service Agreement • March 31st, 2006 • Federal Services Acquisition CORP • Blank checks • New York
This Agreement is dated October 25, 2005 and is entered into between CM Equity Management, L.P. (“CMEM”) and Federal Services Acquisition Corporation (“FSAC”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 17th, 2008 • Ats Corp • Services-management consulting services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the 9th day of November, 2007, by and among ATS Corporation, a Delaware corporation (the "Company"), and the other persons identified on the signature page(s) hereof (collectively, the "Principal Stockholders" and, individually, a "Principal Stockholder").
STOCK PURCHASE AGREEMENT BY AND AMONG FEDERAL SERVICES ACQUISITION CORPORATION, ADVANCED TECHNOLOGY SYSTEMS, INC., AND SHAREHOLDERS OF ADVANCED TECHNOLOGY SYSTEMS, INC. Effective April 19, 2006Stock Purchase Agreement • April 20th, 2006 • Federal Services Acquisition CORP • Blank checks
This Table of Contents is for convenience of reference only and is not intended to define, limit or describe the scope, intent or meaning of any provision of this Agreement.
AGREEMENT BETWEEN METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY AND ADVANCED TECHNOLOGY SYSTEMS, INC FOR LICENSING OF SOFFWARE PRODUCTS AND SERVICESLicensing Agreement • January 19th, 2007 • Federal Services Acquisition CORP • Blank checks • Tennessee
This contract is entered into on this ___ day of _________, 2006, by and between The Metropolitan Government of Nashville and Davidson County, a municipal corporation of the State of Tennessee (“Metro”) and Advanced Technology Systems (CONTRACTOR), a Virginia Corporation, registered and licensed to do business in the State of Tennessee whose business address is: 7915 Jones Branch Drive, McLean, Virginia 22102.
AGREEMENT AND PLAN OF MERGERMerger Agreement • February 21st, 2012 • Ats Corp • Services-management consulting services • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of February 21, 2012, is entered into by and among Salient Federal Solutions, Inc., a Delaware corporation (“Parent”), Atlas Merger Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and ATS Corporation, a Delaware corporation (the “Company”).
Federal Services Acquisition Corporation New York, New York 10022Underwriting Agreement • July 29th, 2005 • Federal Services Acquisition CORP • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Federal Services Acquisition Corporation, a Delaware corporation (the “Company”), and CRT Capital Group LLC (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and two warrants, each of which are exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 10 hereof.
June 29, 2007 ATS CorporationCredit Agreement • November 8th, 2007 • Ats Corp • Services-management consulting services
THIRD AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 5th, 2006 • Federal Services Acquisition CORP • Blank checks
THIS THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT (“Third Amendment”) is made effective as of November 30, 2006, by and among (i) Federal Services Acquisition Corporation, a Delaware corporation (“FSAC”); (ii) Advanced Technology Systems, Inc., a Virginia corporation (“ATS”); (iii) Delmar Lewis, Claude Rumsey and Harry Katrivanos as all of the shareholders of ATS (collectively, the “Shareholders”); and (iv) Claude Rumsey in his capacity as the Shareholders’ Representative (the “Shareholders’ Representative”).
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 4th, 2006 • Federal Services Acquisition CORP • Blank checks
THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (“First Amendment”) is made effective as of September 30, 2006, by and among (i) Federal Services Acquisition Corporation, a Delaware corporation (“FSAC”); (ii) Advanced Technology Systems, Inc., a Virginia corporation (“ATS”); (iii) Delmar Lewis, Claude Rumsey and Harry Katrivanos as all of the shareholders of ATS (collectively, the “Shareholders”); and (iv) Claude Rumsey in his capacity as the Shareholders’ Representative (the “Shareholders’ Representative”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 28th, 2010 • Ats Corp • Services-management consulting services • Virginia
THIS EMPLOYMENT AGREEMENT (“Agreement”), dated as of March 1, 2010 to be effective April 5, 2010 (the “Effective Date”), by and between ATS Corporation, a Delaware corporation (hereinafter referred to as “Employer”), and Sidney E. Fuchs, an individual (hereinafter referred to as “Executive”) residing at the address set forth on the signature page hereof.
FEDERAL SERVICES ACQUISITION CORPORATIONConsent Letter • July 29th, 2005 • Federal Services Acquisition CORP • Blank checks
DEALER MANAGER AGREEMENTDealer Manager Agreement • April 8th, 2008 • Ats Corp • Services-management consulting services • New York
ATS Corporation, a Delaware corporation (the “Company”), intends to engage in a tender offer (as further defined below, the “Warrant Offer”) to temporarily modify the exercise terms of all outstanding warrants (the “Warrants”) to purchase common stock which were issued by Federal Services Acquisition Corporation, the Company’s legal predecessor, in its initial public offering, to temporarily allow the cashless exercise of the Warrants in exchange for common stock of the Company, and to allow a portion of the Warrants to be exercised for cash at an exercise price lower than the current exercise price. Simultaneously, the Company intends to file an amended registration statement on Form S-3, or, alternatively, a new registration statement, to reflect the modification of the exercise terms of the Warrants. The terms and conditions of the Warrant Offer are set forth in the form of Offer Letter (the “Offer Letter”) and related Letter of Transmittal (as amended, modified or supplemented from
AMENDMENT NO. 2 TO CREDIT AGREEMENT, LIMITED CONSENT AND AGREEMENT TO INCREASE COMMITMENTSCredit Agreement • November 13th, 2007 • Ats Corp • Services-management consulting services
This Amendment No. 2 to Credit Agreement, Limited Consent and Agreement to Increase Commitments (this “Amendment”) dated as of November 9, 2007, is made among ATS CORPORATION, a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States, in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement (as defined below)) (in such capacity, the “Administrative Agent”), each of the Lenders signatory hereto and each of the Guarantors signatory hereto.
EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2008 • Ats Corp • Services-management consulting services • Virginia
THIS EMPLOYMENT AGREEMENT (“Agreement”), dated as of August 7, 2008 to be effective August 11, 2008 (the “Effective Date”), by and between ATS Corporation, a Delaware corporation (hereinafter referred to as “Employer”), and George Troendle, an individual (hereinafter referred to as “Executive”) residing at the address set forth on the signature page hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • February 6th, 2008 • Ats Corp • Services-management consulting services • Virginia
THIS EMPLOYMENT AGREEMENT (“Agreement”), dated as of February 3, 2008 (the “Effective Date”), by and between ATS Corporation, a Delaware corporation (hereinafter referred to as “Employer”), and Pamela A. Little, an individual (hereinafter referred to as “Executive”) residing at the address set forth on the signature page hereof.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG ATS CORPORATION, ATS NSS ACQUISITION, INC. NUMBER SIX SOFTWARE, INC., AND THE PRINCIPAL STOCKHOLDERS OF NUMBER SIX SOFTWARE, INC. Effective October 12, 2007Merger Agreement • October 16th, 2007 • Ats Corp • Services-management consulting services
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (“Agreement”), dated October 12, 2007 (the “Agreement Date”), by and among (i) ATS Corporation, a Delaware corporation (“ATS”); (ii) ATS NSS Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of ATS (the “Merger Sub”); (iii) Number Six Software, Inc., a Delaware corporation (“NSS”); (iv) Blue Water Venture Fund III, LLC, Bakke Enterprises L.L.C., the estate of Brian Lyons, Ralph Alexander and Dennis Leggett (collectively, the “Principal Stockholders” and together with the other stockholders of NSS listed on Exhibit A, the “Stockholders”); (v) and Ralph Alexander, in his capacity as the Stockholders’ Representative (as defined in Section 1.1).
