Exhibit 10.5


 


	
   

  	
  , 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 FSAC Partners, LLC, a stockholder of the Company, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the undersigned in the name of and on behalf of FSAC
Partners, LLC hereby agrees with the Company as follows:


 


1.                                       If the Company solicits approval of its
stockholders of a Business Combination, FSAC Partners, LLC will vote all
Insider Shares and IPO Shares owned by it in accordance with the majority of
the votes cast by 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 date, the “Transaction Failure Date”), FSAC Partners, LLC will
take all reasonable actions within its 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”).  FSAC Partners, LLC 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 its Insider Shares
(“Claim”) and hereby waives any Claim FSAC Partners, LLC 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.   FSAC Partners, LLC hereby
agrees that the Company shall be entitled to


 





















 


reimbursement
from FSAC Partners, LLC for any distribution of the Trust Fund received by FSAC
Partners, LLC in respect of such person’s Insider Shares.


 


3.                                       FSAC Partners, LLC 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 Joel R. Jacks or Peter M. Schulte have an
investment.


 


4.                                       In order to minimize potential conflicts of
interest which may arise from multiple affiliations, FSAC Partners, LLC 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 a stockholder of the Company, subject to any pre-existing fiduciary
obligations FSAC Partners, LLC might have.


 


5.                                       Neither FSAC Partners, LLC nor any of its
Affiliates 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 an allocable share of Related Party’s
overhead, up to $7,500 per month to compensate it for the Company’s use of
Related Party’s offices, utilities and personnel.  FSAC Partners, LLC or any of its Affiliates
shall also be entitled to reimbursement from the Company for its or their
out-of-pocket expenses incurred in connection with seeking and consummating a
Business Combination.


 


6.                                       Neither FSAC Partners, LLC nor any of its
Affiliates will be entitled to receive, or accept, a finder’s fee or any other
compensation in the event FSAC Partners, LLC or any of its Affiliates
originates a Business Combination.


 


7.                                       FSAC Partners, LLC will escrow its 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.                                       FSAC Partners, LLC agrees to be a stockholder of
the Company until the earlier of the consummation by the Company of a Business
Combination or the Liquidation Date.  The
information furnished to the Company by FSAC Partners, LLC is true and accurate
in all respects, does not omit any material information with respect to FSAC
Partners, LLC and contains all of the information required to be disclosed
pursuant to Section 401 of Regulation S-K, promulgated under the
Securities Act of 1933.  FSAC Partners,
LLC’s questionnaires furnished to the Company and the Underwriter and attached
hereto as Exhibit A are true and accurate in all respects.  FSAC Partners, LLC represents and warrants
that:


 


(a)                                  FSAC Partners, LLC is not, and its control person
are not, subject to or a respondent in any legal action for, any injunction,
cease-and-desist order or order or stipulation


 


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to
desist or refrain from any act or practice relating to the offering of
securities in any jurisdiction;


 


(b)                                 FSAC Partners, LLC has never, and its control
person have 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)                                  FSAC Partners, LLC has never, and its control
person have 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.                                       FSAC Partners, LLC has full right and power,
without violating any agreement by which its is bound (including, without
limitation, any non-competition or non-solicitation agreement with any employer
or former employer), to enter into this letter agreement .


 


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.


 


FSAC
Partners, LLC 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 FSAC Partners, LLC 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 FSAC Partners, LLC and such person’s
respective successors, heirs, personal representatives and assigns.  This letter agreement shall terminate on the
earlier of (i) the Business Combination Date and (ii) the Liquidation
Date; provided that such termination shall not relieve FSAC Partners, LLC 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


 


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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.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Joel R. Jacks

  
	
   

  	
  On behalf of FSAC Partners, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature

  



 


 


Accepted and agreed:


Federal Services Acquisition Corporation


 


 


	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 


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