0001047469-08-002974 Sample Contracts

ATS CORPORATION RESTRICTED SHARE AGREEMENT
Restricted Share Agreement • March 17th, 2008 • 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 Edward Bersoff (the "Participant"), an employee of the Corporation or one or more of its subsidiaries, and is effective as of December 17, 2007 (the "Effective Date").

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REGISTRATION RIGHTS AGREEMENT
Registration 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").

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