Exhibit 10.2


 


October 19, 2005


 


Federal Services
Acquisition Corporation


900 Third Avenue, 33rd
Floor


New York, New York  10022


 


Re:          Initial
Public Offering


 


Gentlemen:


 


This
letter is being delivered to you in accordance with the Underwriting Agreement
(the “Underwriting Agreement”) entered into by and between Federal Services
Acquisition Corporation, a Delaware corporation (the “Company”), and CRT
Capital Group LLC (the “Underwriter”), relating to an underwritten initial
public offering (the “IPO”) of the Company’s units (the “Units”), each
comprised of one share of the Company’s common stock, par value $0.0001 per
share (the “Common Stock”), and two warrants, each of which are exercisable for
one share of Common Stock (each, a “Warrant”). Certain capitalized terms used
herein are defined in paragraph 10 hereof.


 


In
order to induce the Company and the Underwriter to enter into the Underwriting
Agreement and to proceed with the IPO, and in recognition of the benefit that
such IPO will confer upon the undersigned as a stockholder of the Company, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the undersigned hereby agrees with the Company as
follows:


 


1.             If
the Company solicits approval of its stockholders of a Business Combination,
the undersigned will vote all Insider Shares and IPO Shares owned by him in
accordance with the majority of the votes cast by the holders of the Public
Stockholders.


 


2.             In
the event that the Company fails to consummate a Business Combination within 18
months from the effective date (“Effective Date”) of the registration statement
relating to the IPO or 24 months under the circumstances described in the
prospectus relating to the IPO (the first to occur of such dates, the “Transaction
Failure Date”), the undersigned will take all reasonable actions within his
power to cause (i) the Trust Fund to be liquidated and distributed to the
holders 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 the
Company to dissolve and liquidate as soon as practicable (the earliest date on
which the conditions in clauses (i) and (ii) are both satisfied being the “Liquidation
Date”). The undersigned hereby waives any and all right, title, interest or
claim of any kind in or to any distributions of the Trust Fund as a result of
such distribution with respect to his Insider Shares (“Claim”) and hereby
waives any Claim the undersigned may have in the future as a result of, or
arising out of, any contracts or agreements with the Company and will not seek
recourse against the Trust Fund for any reason whatsoever. The undersigned
hereby agrees that the Company shall be entitled to reimbursement from the
undersigned for any distribution of the Trust Fund received by the undersigned
in respect of such


 

















 


person’s Insider Shares. The undersigned agrees to
indemnify and hold harmless the Company, jointly and severally with Joel R.
Jacks, against any and all loss, liability, claims, damage and expense
whatsoever (including, but not limited to, any and all legal or other expenses
reasonably incurred in investigating preparing or defending against any
litigation, whether pending or threatened, or any claim whatsoever) which the
Company may become subject as a result of any claim by any vendor or other
person 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 ensure
that such loss, liability, claim, damage or expense does not reduce the amount
in the Trust Fund.


 


3.             The
undersigned acknowledges and agrees that the Company will not consummate its
initial Business Combination with any company which is affiliated with one or
more of the Insiders. Without limiting the generality of the foregoing, in no
event will the Company seek to acquire as its initial Business Combination any
of the portfolio companies in which any private equity funds managed by the
undersigned or Joel R. Jacks have an investment.


 


4.             In
order to minimize potential conflicts of interest which may arise from multiple
affiliations, the undersigned will present to the Company for its
consideration, prior to presentation to any other person or company, any
suitable opportunity to acquire a Target Business, until the earlier of the
consummation by the Company of a Business Combination, the distribution of the
Trust Fund or until such time as the undersigned ceases to be an officer,
director and stockholder of the Company, subject to any pre-existing fiduciary
obligations the undersigned might have, including any portfolio company managed
by CMEP.


 


5.             Neither
the undersigned, any member of the family of the undersigned, nor any Affiliate
of the undersigned will be entitled to receive and will not accept any
compensation for services rendered to the Company prior to or in connection
with the consummation of the Business Combination, provided that
commencing on the effective date of the IPO, CM Equity Management, L.P. (“Related
Party”) shall be allowed to charge the Company $7,500 per month to compensate
it for the Company’s use of Related Party’s offices, utilities and personnel. The
undersigned shall also be entitled to reimbursement from the Company for his
out-of-pocket expenses incurred in connection with seeking and consummating a
Business Combination.


 


6.             Neither
the undersigned, any member of the family of the undersigned, nor any Affiliate
of the undersigned will be entitled to receive, or accept, a finder’s fee or
any other compensation in the event the undersigned, any member of the family
of the undersigned or any Affiliate of the undersigned originates a Business
Combination.


 


7.             The
undersigned will escrow his Insider Shares for the three year period commencing
on the Effective Date subject to the terms of a Stock Escrow Agreement which
the Company will enter into with an escrow agent acceptable to the Company.


 


8.             The
undersigned 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 by
the Company of a Business Combination or the Liquidation Date. The undersigned’s
biographical information furnished to the Company and the Underwriter and
attached hereto as Exhibit A is true and accurate in all respects, does not
omit any material information with respect to the undersigned’s background and contains
all of the information required to be disclosed pursuant


 


2

















 


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


 


(a)           the
undersigned is not subject to or a respondent in any legal action for, any
injunction, cease-and-desist order or order or stipulation to desist or refrain
from any act or practice relating to the offering of securities in any
jurisdiction;


 


(b)           the
undersigned has never been convicted of or pleaded guilty to any crime (i) involving
any fraud or (ii) relating to any financial transaction or handling of funds of
another person, or (iii) pertaining to any dealings in any securities and he is
not currently a defendant in any such criminal proceeding; and


 


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


 


9.             The
undersigned has full right and power, without violating any agreement by which
he is bound (including, without limitation, any non-competition or
non-solicitation agreement with any employer or former employer), to enter into
this letter agreement and to serve as President, Secretary of the Company and a
member of the Board of Directors of the Company.


 


10.           As
used herein, (i) a “Business Combination” shall mean an acquisition by merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or
otherwise, of an operating business in the federal services or defense industry
selected by the Company; (ii) ”Insiders” shall mean all officers,
directors and stockholders of the Company immediately prior to the IPO; (iii) “Insider
Shares” shall mean all of the shares of Common Stock of the Company owned by an
Insider prior to the IPO; (iv) “IPO Shares” shall mean the shares of Common
Stock issued in the Company’s IPO; (v) “Public Stockholders” shall mean those
persons other than the Insiders that are holders of IPO Shares; (vi) “Target
Business” shall mean any operating business in the federal services and defense
industries which the Company seeks to acquire in a Business Combination; and
(vii) “Trust Fund” shall mean the Trust Account established under that certain
Investment Management Trust Agreement, dated as of the date hereof, between the
Company and Continental Stock Transfer & Trust Company.


 


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


 


This
letter agreement shall be binding on the undersigned and such person’s
respective successors, heirs, personal representatives and assigns. This letter
agreement shall terminate on


 


3

















 


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


 


This
letter agreement shall be governed by and interpreted and construed in
accordance with the laws of the State of New York applicable to contracts
formed and to be performed entirely within the State of New York, without
regard to the conflicts of law provisions thereof to the extent such principles
or rules would require or permit the application of the laws of another
jurisdiction.


 


No
term or provision of this letter agreement may be amended, changed, waived,
altered or modified except by written instrument executed and delivered by the
party against whom such amendment, change, waiver, alteration or modification
is 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