**Exhibit 10.15.4**

 

October 19, 2005

 

CRT Capital Group LLC

262 Harbor Drive

Stanford, CT 06902

 

Re:          Federal Services AcquisitionCorporation

 

Ladies and Gentlemen:

 

This letter agreement(this “Warrant Purchase Letter”) is being delivered to you in connection withthe Registration Statement on Form S-1 (File No. 333-124638) (as maybe amended and supplemented from time to time, the “Registration Statement”)that was initially filed by Federal Services Acquisition Corporation, aDelaware corporation (the “Company”), with the Securities and ExchangeCommission (the “SEC”) on May 4, 2005, which relates to an underwritteninitial public 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”).  Capitalized terms used butnot otherwise defined herein shall have their respective meanings set forth onSchedule 1 hereto.

 

For good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,the undersigned hereby agrees as follows:

 

(1) Prior to theexecution of the underwriting agreement between the Company and CRT CapitalGroup LLC (the “Underwriter”), the undersigned shall duly execute and deliveran irrevocable order to purchase Warrants (the “Order”) to the Underwriter, inthe form attached hereto as Schedule 2, with such terms and conditions asare consistent with the terms and conditions set forth in the RegistrationStatement as of the Effective Date and the terms and conditions set forthherein.

 

(2) The undersignedshall, within the forty (40) trading day period beginning sixty (60) days afterthe end of the “restricted period” under Regulation M as determined by theUnderwriter, purchase for the undersigned’s own account up to $2,000,000 ofWarrants at market prices not to exceed $0.65 per Warrant.

 

(3) The undersignedshall not offer, pledge, sell, transfer or otherwise dispose of, eitherdirectly or indirectly, any Warrants purchased pursuant to this WarrantPurchase Letter or the Order until after the Business Combination Date.

 

This Warrant PurchaseLetter shall be binding on the undersigned and his respective successors and assigns.

 

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This Warrant PurchaseLetter shall be governed by and interpreted and construed in accordance withthe laws of the State of New York applicable to contracts formed and to beperformed entirely within the State of New York, without regard to theconflicts of law provisions thereof to the extent such principles orrules would require or permit the application of the laws of anotherjurisdiction.

 

No term or provision ofthis Warrant Purchase Letter may be amended, changed, waived, altered or modifiedexcept by written instrument executed and delivered by the party against whomsuch amendment, change, waiver, alteration or modification is to be enforced.

 
|                                        | Very truly yours,              |
|---------------------------------------------|--------------------------------|
|                                        |                           |
|                                        |                           |
|                                        |   /s/  JOEL R. JACKS |   |
|                                        | Joel  R. Jacks, on behalf of   |
|                                        | FSAC Partners, LLC             |
|                                        |                           |
| Accepted and agreed as  of the date hereof: |                           |
| CRT CAPITAL GROUP LLC                       |                           |
|                                        |                           |
|                                        |                           |
| By:                                         | /s/ ERIC SEAL                  |   |   |
| Name: Eric Seal                             |                           |
| Title: Vice President                       |                           |
|                                             |                                |  |  |  |

 

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SCHEDULE 1

 

Supplemental Common Definitions

 

UNLESSTHE CONTEXT SHALL OTHERWISE REQUIRE, THE FOLLOWING TERMS SHALL HAVE THEFOLLOWING RESPECTIVE MEANINGS FOR ALL PURPOSES, AND THE FOLLOWING DEFINITIONSARE EQUALLY APPLICABLE TO BOTH THE SINGULAR AND THE PLURAL FORMS AND THEFEMININE, MASCULINE AND NEUTER FORMS OF THE TERMS DEFINED.

 

“Business Combination”shall mean the acquisition by the Company, whether by merger, capital stockexchange, asset acquisition, stock purchase or other similar businesscombination, of one operating business in the federal services and defenseindustries, which has a fair market value (as calculated in accordance with theCompany’s Amended and Restated Certificate of Incorporation) equal to at least80% of the Company’s net assets at the time of such merger, capital stockexchange, asset acquisition, stock purchase or other similar businesscombination.

 

“Business CombinationDate” shall mean the date upon which a Business Combination is consummated.

 

“Effective Date” shallmean the date upon which the Registration Statement is declared effective underthe Securities Act of 1933, as amended, by the SEC.

 

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SCHEDULE 2

 

October    , 2005

 

CRTCapital Group LLC

262Harbor Drive

Stamford,CT 06902

 

RE:          Federal Services Acquisition Corporation

 

Gentlemen:

 

This letter, delivered inaccordance with the Warrant Purchase Letter, dated October    ,2005, between CRT Capital Group LLC (the “Underwriter”) and the undersigned(the “Warrant Purchase Letter”), confirms the agreement thereon of the undersignedto purchase (the “Purchase Commitment”) warrants (the “Warrants”) of FederalServices Acquisition Corporation (the “Company”) that are included in the unitsbeing sold in the Company’s initial public offering pursuant to the Company’sregistration statement on Form S-1 (File No. 333-124638), as amendedand supplemented from time to time.  The Purchase Commitment is subject tothe terms and conditions set forth herein.

 

The undersigned agreesthat this letter agreement constitutes an irrevocable order (the “Order”) forthe Underwriter to purchase for the undersigned’s account, within the forty(40) trading days beginning sixty (60) days after the end of the “restrictedperiod” under Regulation M as determined by the Underwriter (such date, the “CommitmentDate”), up to $2,000,000 of Warrants at market prices not to exceed $0.65 perWarrant.  The Underwriter (or such other broker-dealer(s) as theUnderwriter may assign the order to) agrees to fill such order in such amountsand at such times as it may determine, in its sole discretion, during the forty(40) trading days commencing on the Commitment Date.  The Underwriterfurther agrees that it will not charge the undersigned or any Designee (asdefined below) any fees and/or commissions with respect to any purchasepursuant to the Warrant Purchase Letter or the Order.

 

The undersigned maynotify the Underwriter that all or part of the Order will be fulfilled by anaffiliate of the undersigned (or another person or entity identified to theUnderwriter by the undersigned (each a “Designee”)) who (or which) has anaccount at the Underwriter and, in such event, the Underwriter will make suchpurchase on behalf of said affiliate or Designee; provided, however,that the undersigned hereby agrees to make payment of the purchase price ofsuch purchase in the event that the affiliate or Designee fails to make suchpayment; providedfurther, that any such Designee has executed anagreement, satisfactory to the Underwriter, pursuant to which such Designeeagrees not to offer, pledge, sell, transfer or otherwise dispose of, either

 

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directly or indirectly,any Warrants purchased pursuant to the Warrant Purchase Letter or the Orderuntil after the Business Combination Date (as defined in the Warrant PurchaseLetter).

 

This letter agreementshall be binding on the undersigned and his respective heirs, successors andassigns.

 

This letter agreementshall be governed by and interpreted and construed in accordance with the lawsof the State of New York applicable to contracts formed and to be performedentirely within the State of New York, without regard to the conflicts of lawprovisions thereof to the extent such principles or rules would require orpermit the application of the laws of another jurisdiction.

 

No term or provision ofthis letter agreement may be amended, changed, waived, altered or modifiedexcept by written instrument executed and delivered by the party against whomsuch amendment, change, waiver, alteration or modification is to be enforced.

 
|   | Very  truly yours,           |
|--------|------------------------------|
|   |                         |
|   |                         |
|   |                         |   |
|   | Joel  R. Jacks, on behalf of |
|   | FSAC Partners, LLC           |

 

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