Exhibit 10.10


 


                        ,
2005


 


CRT Capital Group LLC


262 Harbor Drive


Stamford, CT  06902


 


Re:                               Federal
Services Acquisition Corporation Initial Public Offering


 


Ladies and Gentlemen:


 


This letter is being delivered to you in
accordance with the Underwriting Agreement (the “Underwriting Agreement”)
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”). 
Capitalized terms used but not otherwise defined herein shall have their
respective meanings set forth on Schedule 1 hereto.


 


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 as a stockholder of the company, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
FSAC Partners, LLC hereby agrees with the Underwriter as follows:


 


FSAC Partners, LLC  represents and warrants that, as of the date
hereof, other than de minimis errors or omissions, (i) the information
furnished to the Company and the Underwriter and attached hereto as Exhibit A
is true and accurate in all respects and contains all of the information
required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated
under the Securities Act of 1933, as amended, and (ii) the questionnaires
furnished by FSAC Partners, LLC to the Company and the Underwriter and
attached hereto as Exhibit B are true and accurate in all respects.  FSAC Partners, LLC further represents and
warrants that:


 


(a)                                  FSAC Partners, LLC is
not, and its control persons are 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 practices relating to the offering of
securities in any jurisdiction;


 


(b)                                 FSAC Partners, LLC has
never, and its control persons have never, been convicted of or pleaded guilty
to any crime and is not currently a defendant in a criminal proceeding (i) involving
any fraud, (ii) relating to any financial transaction or handling of funds
of another person, (iii) pertaining to any dealings in any securities; and


 


(c)                                  FSAC Partners, LLC
has never, and its control persons have never, been suspended or expelled from
membership in any securities or commodities exchange or 


 





















 


association or had a securities
or commodities license or registration denied, suspended or revoked.


 


FSAC Partners, LLC understands that the
Underwriter may conduct a background check with respect to FSAC Partners, LLC,
and hereby authorizes any employer, financial institution or consumer credit
reporting agency to release to the Underwriter and its legal representatives or
agents (including any investigative search firm retained by the Underwriter)
any information they may have about FSAC Partners, LLC and its finances (“Information”).  Neither the Underwriter nor its agents shall
be violating FSAC Partners, LLC’s, or any of its control persons’ right of
privacy in any manner in requesting and obtaining the Information or in
otherwise performing a background check, and FSAC Partners, LLC hereby releases
them from liability for any damage whatsoever in that connection.


 


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.


 


This letter agreement shall be binding on
FSAC Partners, LLC and its successors, heirs, personal representatives and
assigns.


 


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.


 


[Signature page follows]


 





















 


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Joel R. Jacks

  On behalf of FSAC Partners, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature

  



 


 


Accepted and agreed as of the date hereof:


 


	
  FEDERAL SERVICES ACQUISITION CORPORATION

  
	
   

  
	
   

  	
   

  
	
  By:

  
	
  Name:

  
	
  Title:

  



 





















 


SCHEDULE 1


 


Supplemental Common Definitions


 


UNLESS THE CONTEXT SHALL OTHERWISE REQUIRE,
THE FOLLOWING TERMS SHALL HAVE THE FOLLOWING RESPECTIVE MEANINGS FOR ALL
PURPOSES, AND THE FOLLOWING DEFINITIONS ARE EQUALLY APPLICABLE TO BOTH THE
SINGULAR AND THE PLURAL FORMS AND THE FEMININE, MASCULINE AND NEUTER FORMS OF
THE TERMS DEFINED.


 


“Business Combination” means the acquisition
by the Company, whether by merger, capital stock exchange, asset acquisition,
stock purchase or other similar business combination, of an operating business
in the federal services or defense industries which has a fair market value (as
calculated in accordance with the Company’s Amended and Restated Certificate of
Incorporation) equal to at least 80% of the Company’s net assets at the time of
such merger, capital stock exchange, asset acquisition, stock purchase or other
similar business combination.


 


“Business Combination Date” means the date
upon which a Business Combination is consummated.


 


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


 


“Independent Directors” means the Company’s
directors that qualify as “independent” under NASD Rule 4200(a)(15), as
amended.


 


“Termination Date” means the date that is
sixty (60) calendar days immediately following the Transaction Failure Date
(inclusive thereof).


 


“Transaction Failure” means the earlier of (i) the
failure to enter into a letter of intent, definitive agreement or agreement in
principle with respect to a Business Combination on any day during the
eighteen-month period immediately following the Effective Date, and (ii) the
failure to consummate a Business Combination on any day during the two-year
period immediately following the Effective Date.


 


“Transaction Failure Date” means the date
upon which a Transaction Failure occurs, as conclusively established by a
majority of the Independent Directors of the Company immediately following a
Transaction Failure.


 





















 


EXHIBIT A


 


Information


 


See attached.


 





















 


EXHIBIT B


 


Questionnaires


 


See attached.