Exhibit 10.17


 


STOCK ESCROW AGREEMENT


 


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”).


 


WHEREAS,
the Company has entered into an Underwriting Agreement, dated October  19,
2005 (“Underwriting Agreement”), with CRT Capital Group LLC (the “Underwriter”),
pursuant to which, among other matters, the Underwriter has agreed to purchase
21,000,000 units (“Units”) of the Company. Each Unit consists of one share of
the Company’s Common Stock, par value $.0001 per share, and two Warrants, each
Warrant to purchase one share of Common Stock, all as more fully described in
the Company’s final Prospectus, dated October  19, 2005 (“Prospectus”)
comprising part of the Company’s Registration Statement on Form S-1 (File No.
333-124638) under the Securities Act of 1933, as amended (“Registration
Statement”), declared effective on October 19, 2005 (“Effective Date”).


 


WHEREAS,
the Initial Stockholders have agreed as a condition of the sale of the Units to
deposit their shares of Common Stock of the Company, as set forth opposite
their respective names in Exhibit A attached hereto (collectively “Escrow
Shares”), in escrow as hereinafter provided.


 


WHEREAS,
the Company and the Initial Stockholders desire that the Escrow Agent accept
the Escrow Shares, in escrow, to be held and disbursed as hereinafter provided.


 


IT IS
AGREED:


 


1.             Appointment
of Escrow Agent. The Company and the Initial Stockholders hereby appoint
the Escrow Agent to act in accordance with and subject to the terms of this
Agreement and the Escrow Agent hereby accepts such appointment and agrees to
act in accordance with and subject to such terms.


 


2.             Deposit
of Escrow Shares. On or before the Effective Date, each of the Initial
Stockholders shall deliver to the Escrow Agent certificates representing his
respective Escrow Shares, to be held and disbursed subject to the terms and
conditions of this Agreement. Each Initial Stockholder acknowledges that the
certificate representing his Escrow Shares is legended to reflect the deposit
of such Escrow Shares under this Agreement.


 


3.             Disbursement
of the Escrow Shares. The Escrow Agent shall hold the Escrow Shares until
the third anniversary of the Effective Date (“Escrow Period”), on which date it
shall, upon written instructions from each Initial Stockholder, disburse each
of the Initial Stockholder’s Escrow Shares to such Initial Stockholders;
provided, however, that if the Escrow Agent is notified by the Company pursuant
to Section 6.7 hereof that the Company is being liquidated at any time during
the Escrow Period, then the Escrow Agent shall promptly destroy the
certificates representing the Escrow Shares; provided further, however, that
if, after the Company consummates a Business Combination (as such term is
defined in the Registration Statement), it


 

















 


(or the surviving entity) subsequently consummates a
liquidation, merger, stock exchange or other similar transaction which results
in all of the stockholder of such entity having the right to exchange their
shares of Common Stock for cash, securities or other property, then the Escrow
Agent will, upon receipt of a certificate, executed by the Chief Executive
Officer or Chief Financial Officer of the Company, in form reasonably
acceptable to the Escrow Agent, that such transaction is then being
consummated, and release the Escrow Shares to the Initial Stockholders upon
consummation of the transaction so that they can similarly participate. The
Escrow Agent shall have no further duties hereunder after the disbursement or
destruction of the Escrow Shares in accordance with this Section 3.


 


4.             Rights
of Initial Stockholders in Escrow Shares.


 


4.1.          Voting
Rights as a Stockholder. Subject to the terms of the Insider Letter
described in Section 4.4 hereof and except as herein provided, the Initial
Stockholders shall retain all of their rights as stockholders of the Company
during the Escrow Period, including, without limitation, the right to vote such
shares.


 


4.2.          Dividends
and Other Distributions in Respect of the Escrow Shares. During the Escrow
Period, all dividends payable in cash with respect to the Escrow Shares shall
be paid to the Initial Stockholders, but all dividends payable in stock or
other non-cash property (“Non-Cash Dividends”) shall be delivered to the Escrow
Agent to hold in accordance with the terms hereof. As used herein, the term “Escrow
Shares” shall be deemed to include the Non-Cash Dividends distributed thereon,
if any.


 


4.3.          Restrictions
on Transfer. During the Escrow Period, no sale, transfer or other
disposition may be made of any or all of the Escrow Shares except (i) by gift
to a member of Initial Stockholder’s immediate family or to a trust, the
beneficiary of which is an Initial Stockholder or a member of an Initial
Stockholder’s immediate family, (ii) by virtue of the laws of descent and
distribution upon death of any Initial Stockholder, or (iii) pursuant to a
qualified domestic relations order; provided, however, that such
permissive transfers may be implemented only upon the respective transferee’s
written agreement to be bound by the terms and conditions of this Agreement and
of the Insider Letter signed by the Initial Stockholder transferring the Escrow
Shares. During the Escrow Period, the Initial Stockholders shall not pledge or
grant a security interest in the Escrow Shares or grant a security interest in
their rights under this Agreement.


 


4.4.          Insider
Letters. Each of the Initial Stockholders has executed a letter agreement
with the Company, dated as indicated on Exhibit A hereto, and which is filed as
an exhibit to the Registration Statement (“Insider Letter”), respecting the
rights and obligations of such Initial Stockholder in certain events, including
but not limited to the liquidation of the Company.


 


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5.             Concerning
the Escrow Agent.


 


5.1.          Good
Faith Reliance. The Escrow Agent shall not be liable for any action taken
or omitted by it in good faith and in the exercise of its own best judgment,
and may rely conclusively and shall be protected in acting upon any order,
notice, demand, certificate, opinion or advice of counsel (including counsel
chosen by the Escrow Agent), statement, instrument, report or other paper or
document (not only as to its due execution and the validity and effectiveness
of its provisions, but also as to the truth and acceptability of any
information therein contained) which is believed by the Escrow Agent to be
genuine and to be signed or presented by the proper person or persons. The
Escrow Agent shall not be bound by any notice or demand, or any waiver,
modification, termination or rescission of this Agreement unless evidenced by a
writing delivered to the Escrow Agent signed by the proper party or parties
and, if the duties or rights of the Escrow Agent are affected, unless it shall
have given its prior written consent thereto.


 


5.2.          Indemnification.
The Escrow Agent shall be indemnified and held harmless by the Company from and
against any expenses, including counsel fees and disbursements, or loss
suffered by the Escrow Agent in connection with any action, suit or other
proceeding involving any claim which in any way, directly or indirectly, arises
out of or relates to this Agreement, the services of the Escrow Agent
hereunder, or the Escrow Shares held by it hereunder, other than expenses or
losses arising from the gross negligence or willful misconduct of the Escrow
Agent. Promptly after the receipt by the Escrow Agent of notice of any demand
or claim or the commencement of any action, suit or proceeding, the Escrow
Agent shall notify the other parties hereto in writing. In the event of the
receipt of such notice, the Escrow Agent, in its sole discretion, may commence
an action in the nature of interpleader in an appropriate court to determine
ownership or disposition of the Escrow Shares or it may deposit the Escrow
Shares with the clerk of any appropriate court or it may retain the Escrow
Shares pending receipt of a final, non-appealable order of a court having
jurisdiction over all of the parties hereto directing to whom and under what
circumstances the Escrow Shares are to be disbursed and delivered. The
provisions of the Sections 5.2 and 5.7 shall survive in the event the Escrow
Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below.


 


5.3.          Compensation.
The Escrow Agent shall be entitled to reasonable compensation from the Company
for all services rendered by it hereunder. The Escrow Agent shall also be
entitled to reimbursement from the Company for all expenses paid or incurred by
it in the administration of its duties hereunder including, but not limited to,
all counsel, advisors’ and agents’ fees and disbursements and all taxes or
other governmental charges.


 


5.4.          Further
Assurances. From time to time on and after the date hereof, the Company and
the Initial Stockholders shall deliver or cause to be delivered to the Escrow
Agent such further documents and instruments and shall do or cause to be done
such further acts as the Escrow Agent shall reasonably request to carry out more
effectively the provisions and purposes of this Agreement, to evidence
compliance herewith or to assure itself that it is protected in acting
hereunder.


 


5.5.          Resignation.
The Escrow Agent may resign at any time and be discharged from its duties as
escrow agent hereunder by its giving the other parties hereto written notice
and


 


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such resignation shall become effective as hereinafter
provided. Such resignation shall become effective at such time that the Escrow
Agent shall turn over to a successor escrow agent appointed by the Company, the
Escrow Share held hereunder. If no new escrow agent is so appointed within the
60 day period following the giving of such notice of resignation, the Escrow
Agent may deposit the Escrow Shares with any court it reasonably deems
appropriate.


 


5.6.          Discharge
of Escrow Agent. The Escrow Agent shall resign and be discharged form its
duties as escrow agent hereunder if so requested in writing at any time by the
Company and a majority of the Initial Shareholders, jointly, provided, however,
that such resignation shall become effective only upon acceptance of
appointment by a successor escrow agent as provided in Section 5.5.


 


5.7.          Liability.
Notwithstanding anything herein to the contrary, the Escrow Agent shall not be
relieved from liability hereunder for its own gross negligence or its own
willful misconduct.


 


5.8.          Trust
Fund Waiver. The Escrow Agent has no right, title, interest, or claim of
any kind (“Claim”) in or to any monies in the Trust Account (as defined in that
certain Investment Management Trust Agreement, dated as of the date hereof, by
and between the Company and Continental Stock Transfer & Trust Company, as
trustee of the Trust Account), and hereby waives any Claim it may have in the
future in or to any monies in the Trust Account, and hereby agrees not to seek
recourse, reimbursement, payment or satisfaction for any Claim against the
Trust Account for any reason whatsoever.


 


6.             Miscellaneous.


 


6.1.          Governing
Law. This Agreement shall for all purposes be deemed to be made under and
shall be construed in accordance with the laws of the State of New York.


 


6.2.          Third
Party Beneficiaries. Each of the Initial Stockholders hereby acknowledges
that the Underwriter is a third party beneficiary of this Agreement and this
Agreement may not be modified or changed without the prior written consent of
CRT.


 


6.3.          Entire
Agreement. This Agreement contains the entire agreement of the parties
hereto with respect to the subject matter hereof and, except as expressly
provided herein, may not be changed or modified except by an instrument in
writing signed by the party to be charged.


 


6.4.          Headings.
The headings contained in this Agreement are for reference purposes only and
shall not affect in any the meaning or interpretation thereof.


 


6.5.          Binding
Effect. This Agreement shall be binding upon and inure to the benefit of
the respective parties hereto and their legal representatives, successors and
assigns.


 


6.6.          Notices.
Any notice or other communication required or which may be given hereunder
shall be in writing and either be delivered personally or be mailed, certified
or registered mail, or by private national courier service, return receipt
requested, postage prepaid,


 


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and shall be deemed given when so delivered personally
or, if mailed, two days after the date of mailing, as follows:


 


If to
the Company, to


 


Federal Services
Acquisition Corporation


900 Third Avenue, 33rd
Floor


New York, NY  10022-4775


Attn:  Chairman


 


If to
a Stockholder, to his address set forth in Exhibit A.


 


and if
to the Escrow Agent, to:


 


Continental Stock
Transfer & Trust Company


17 Battery Place


New York, NY  10004


Attn:  Chairman


 


A copy
of any notice sent hereunder shall be sent to:


 


Gusrae, Kaplan &
Bruno, PLLC


120 Wall Street


11th Floor


New York, NY  10005


Attn:  Scott M. Miller, Esq.


 


and:


 


CRT Capital Group LLC


262 Harbor Drive


Stanford, CT 06902


Attn: Christopher Chase,
Managing Director


 


and:


 


Bingham McCutchen LLP


399 Park Avenue


New York, NY 10022


Attn: Floyd Wittlin, Esq.


 


and:


 


Dechert LLP


30 Rockefeller Plaza


New York, NY  10112


Attn:  Gerald Adler, Esq.


 


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The
parties may change the persons and addresses to which the notices or other
communications are to be sent by giving written notice to any such change in
the manner provided herein for giving notice.


 


6.7.          Liquidation
of Company. The Company shall give the Escrow Agent written notification of
the liquidation and dissolution of the Company in the event that the Company
fails to consummate a Business Combination within the time period(s) specified
in the Prospectus.


 


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WITNESS
the execution of this Agreement as of the date first above written:


 


	
   

  	
  FEDERAL SERVICES
  ACQUISITION CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOEL R. JACKS

  	
   

  
	
   

  	
   

  	
  Joel R. Jacks,

  
	
   

  	
   

  	
  Chairman and Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
  INITIAL STOCKHOLDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ PETER M. SCHULTE

  	
   

  
	
   

  	
  PETER M. SCHULTE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ JOEL R. JACKS

  	
   

  
	
   

  	
  JOEL R. JACKS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ EDWARD H. BERSOFF

  	
   

  
	
   

  	
  Dr. EDWARD H. BERSOFF

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ ARTHUR L. MONEY

  	
   

  
	
   

  	
  ARTHUR L. MONEY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FSAC PARTNERS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ JOEL R. JACKS

  	
   

  
	
   

  	
   

  	
   Name: Joel R. Jacks, on behalf of FSAC
  Partners, LLC

  
	
   

  	
   

  	
   Title: Class A Member

  
	
   

  	
   

  
	
   

  	
  CONTINENTAL STOCK
  TRANSFER & TRUST

  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ STEVEN NELSON

  	
   

  
	
   

  	
   

  	
  Name: Steven Nelson

  
	
   

  	
   

  	
  Title: Chairman

  
						



 


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EXHIBIT A


 


	
  Name and Address of

  Initial Stockholder

  	
   

  	
  Number

  of Shares

  	
   

  	
  Stock Certificate

  Number

  	
   

  	
  Date of 

  Insider Letter

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Joel R. Jacks

  	
   

  	
  1,732,500

  	
   

  	
  1

  	
   

  	
  October 19, 2005

  	
   

  
	
  Peter M. Schulte

  	
   

  	
  1,732,500

  	
   

  	
  2

  	
   

  	
  October 19, 2005

  	
   

  
	
  Dr. Edward H. Bersoff

  	
   

  	
  525,000

  	
   

  	
  3

  	
   

  	
  October 19, 2005

  	
   

  
	
  Arthur L. Money

  	
   

  	
  52,500

  	
   

  	
  4

  	
   

  	
  October 19, 2005

  	
   

  
	
  FSAC Partners, LLC

  	
   

  	
  1,207,500

  	
   

  	
  5

  	
   

  	
  October 19, 2005

  	
   

  



 


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