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
