**Exhibit 10.2**

 

October 19, 2005

 

Federal ServicesAcquisition Corporation

900 Third Avenue, 33rdFloor

New York, New York  10022

 

Re:          InitialPublic Offering

 

Gentlemen:

 

Thisletter is being delivered to you in accordance with the Underwriting Agreement(the “Underwriting Agreement”) entered into by and between Federal ServicesAcquisition Corporation, a Delaware corporation (the “Company”), and CRTCapital Group LLC (the “Underwriter”), relating to an underwritten initialpublic offering (the “IPO”) of the Company’s units (the “Units”), eachcomprised of one share of the Company’s common stock, par value $0.0001 pershare (the “Common Stock”), and two warrants, each of which are exercisable forone share of Common Stock (each, a “Warrant”). Certain capitalized terms usedherein are defined in paragraph 10 hereof.

 

Inorder to induce the Company and the Underwriter to enter into the UnderwritingAgreement and to proceed with the IPO, and in recognition of the benefit thatsuch IPO will confer upon the undersigned as a stockholder of the Company, andfor other good and valuable consideration, the receipt and sufficiency of whichare hereby acknowledged, the undersigned hereby agrees with the Company asfollows:

 

1.             Ifthe Company solicits approval of its stockholders of a Business Combination,the undersigned will vote all Insider Shares and IPO Shares owned by him inaccordance with the majority of the votes cast by the holders of the PublicStockholders.

 

2.             Inthe event that the Company fails to consummate a Business Combination within 18months from the effective date (“Effective Date”) of the registration statementrelating to the IPO or 24 months under the circumstances described in theprospectus relating to the IPO (the first to occur of such dates, the “TransactionFailure Date”), the undersigned will take all reasonable actions within hispower to cause (i) the Trust Fund to be liquidated and distributed to theholders of the IPO Shares as soon as practicable but in no event later than 60(sixty) calendar days after the Transaction Failure Date and (ii) cause theCompany to dissolve and liquidate as soon as practicable (the earliest date onwhich the conditions in clauses (i) and (ii) are both satisfied being the “LiquidationDate”). The undersigned hereby waives any and all right, title, interest orclaim of any kind in or to any distributions of the Trust Fund as a result ofsuch distribution with respect to his Insider Shares (“Claim”) and herebywaives any Claim the undersigned may have in the future as a result of, orarising out of, any contracts or agreements with the Company and will not seekrecourse against the Trust Fund for any reason whatsoever. The undersignedhereby agrees that the Company shall be entitled to reimbursement from theundersigned for any distribution of the Trust Fund received by the undersignedin respect of such

 

----

 

person’s Insider Shares. The undersigned agrees toindemnify and hold harmless the Company, jointly and severally with Joel R.Jacks, against any and all loss, liability, claims, damage and expensewhatsoever (including, but not limited to, any and all legal or other expensesreasonably incurred in investigating preparing or defending against anylitigation, whether pending or threatened, or any claim whatsoever) which theCompany may become subject as a result of any claim by any vendor or otherperson who is owed money by the Company for services rendered or products sold,or any claim by any target business, but only to the extent necessary to ensurethat such loss, liability, claim, damage or expense does not reduce the amountin the Trust Fund.

 

3.             Theundersigned acknowledges and agrees that the Company will not consummate itsinitial Business Combination with any company which is affiliated with one ormore of the Insiders. Without limiting the generality of the foregoing, in noevent will the Company seek to acquire as its initial Business Combination anyof the portfolio companies in which any private equity funds managed by theundersigned or Joel R. Jacks have an investment.

 

4.             Inorder to minimize potential conflicts of interest which may arise from multipleaffiliations, the undersigned will present to the Company for itsconsideration, prior to presentation to any other person or company, anysuitable opportunity to acquire a Target Business, until the earlier of theconsummation by the Company of a Business Combination, the distribution of theTrust Fund or until such time as the undersigned ceases to be an officer,director and stockholder of the Company, subject to any pre-existing fiduciaryobligations the undersigned might have, including any portfolio company managedby CMEP.

 

5.             Neitherthe undersigned, any member of the family of the undersigned, nor any Affiliateof the undersigned will be entitled to receive and will not accept anycompensation for services rendered to the Company prior to or in connectionwith the consummation of the Business Combination, provided thatcommencing on the effective date of the IPO, CM Equity Management, L.P. (“RelatedParty”) shall be allowed to charge the Company $7,500 per month to compensateit for the Company’s use of Related Party’s offices, utilities and personnel. Theundersigned shall also be entitled to reimbursement from the Company for hisout-of-pocket expenses incurred in connection with seeking and consummating aBusiness Combination.

 

6.             Neitherthe undersigned, any member of the family of the undersigned, nor any Affiliateof the undersigned will be entitled to receive, or accept, a finder’s fee orany other compensation in the event the undersigned, any member of the familyof the undersigned or any Affiliate of the undersigned originates a BusinessCombination.

 

7.             Theundersigned will escrow his Insider Shares for the three year period commencingon the Effective Date subject to the terms of a Stock Escrow Agreement whichthe Company will enter into with an escrow agent acceptable to the Company.

 

8.             Theundersigned agrees to be a member of the Board of Directors of the Company,President and Secretary of the Company until the earlier of the consummation bythe Company of a Business Combination or the Liquidation Date. The undersigned’sbiographical information furnished to the Company and the Underwriter andattached hereto as Exhibit A is true and accurate in all respects, does notomit any material information with respect to the undersigned’s background and containsall of the information required to be disclosed pursuant

 

2

----

 

to Section 401 of Regulation S-K, promulgated underthe Securities Act of 1933. The undersigned’s questionnaires furnished to theCompany and the Underwriter and attached hereto as Exhibit B are true andaccurate in all respects. The undersigned represents and warrants that:

 

(a)           theundersigned is not subject to or a respondent in any legal action for, anyinjunction, cease-and-desist order or order or stipulation to desist or refrainfrom any act or practice relating to the offering of securities in anyjurisdiction;

 

(b)           theundersigned has never been convicted of or pleaded guilty to any crime (i) involvingany fraud or (ii) relating to any financial transaction or handling of funds ofanother person, or (iii) pertaining to any dealings in any securities and he isnot currently a defendant in any such criminal proceeding; and

 

(c)           theundersigned has never been suspended or expelled from membership in anysecurities or commodities exchange or association or had a securities orcommodities license or registrations denied, suspended or revoked.

 

9.             Theundersigned has full right and power, without violating any agreement by whichhe is bound (including, without limitation, any non-competition ornon-solicitation agreement with any employer or former employer), to enter intothis letter agreement and to serve as President, Secretary of the Company and amember of the Board of Directors of the Company.

 

10.           Asused herein, (i) a “Business Combination” shall mean an acquisition by merger,capital stock exchange, asset acquisition, stock purchase, reorganization orotherwise, of an operating business in the federal services or defense industryselected by the Company; (ii) ”Insiders” shall mean all officers,directors and stockholders of the Company immediately prior to the IPO; (iii) “InsiderShares” shall mean all of the shares of Common Stock of the Company owned by anInsider prior to the IPO; (iv) “IPO Shares” shall mean the shares of CommonStock issued in the Company’s IPO; (v) “Public Stockholders” shall mean thosepersons other than the Insiders that are holders of IPO Shares; (vi) “TargetBusiness” shall mean any operating business in the federal services and defenseindustries which the Company seeks to acquire in a Business Combination; and(vii) “Trust Fund” shall mean the Trust Account established under that certainInvestment Management Trust Agreement, dated as of the date hereof, between theCompany and Continental Stock Transfer & Trust Company.

 

Theundersigned acknowledges and understands that the Underwriter and the Companywill rely upon the agreements, representations and warranties set forth hereinin proceeding with the IPO. The Company and the undersigned acknowledge thatthe Underwriter is an intended third party beneficiary of the provisions ofthis letter agreement. In that regard, the Underwriter shall have the right inits sole discretion, but not the obligation, to enforce the provisions of thisletter agreement. Nothing contained herein shall be deemed to render theUnderwriter a representative of, or a fiduciary with respect to, the Company,its stockholders, or any creditor or vendor of the Company with respect to thesubject matter hereof.

 

Thisletter agreement shall be binding on the undersigned and such person’srespective successors, heirs, personal representatives and assigns. This letteragreement shall terminate on

 

3

----

 

the earlier of (i) the Business Combination Date and(ii) the Liquidation Date; provided that such termination shall not relieve theundersigned from liability for any breach of this agreement prior to itstermination.

 

Thisletter agreement shall be governed by and interpreted and construed inaccordance with the laws of the State of New York applicable to contractsformed and to be performed entirely within the State of New York, withoutregard to the conflicts of law provisions thereof to the extent such principlesor rules would require or permit the application of the laws of anotherjurisdiction.

 

Noterm or provision of this letter agreement may be amended, changed, waived,altered or modified except by written instrument executed and delivered by theparty against whom such amendment, change, waiver, alteration or modificationis to be enforced.

 

 
|                                         | /s/ PETER M. SCHULTE    |   |
|----------------------------------------------|-------------------------|--------|
|                                         | Peter M. Schulte        |
|                                         | President and Secretary |
|                                         |                    |
|                                         |                    |
|                                         |                    |   |
|                                         | Signature               |
|                                         |                    |
|                                         |                    |
| Accepted and agreed:                         |                    |
| Federal Services  Acquisition Corporation    |                    |
|                                         |                    |
|                                         |                    |
| By:                                          | /s/ JOEL R. JACKS       |   |   |
| Name: Joel R. Jacks                          |                    |
| Title: Chairman and  Chief Executive Officer |                    |
|                                              |                         |        |  |  |

 

4

----