Exhibit 10.15


 


                                  ,
2005


 


CRT Capital Group LLC


262 Harbor Drive


Stamford, CT 06902


 


Re:                               Federal
Services Acquisition Corporation


 


Ladies and Gentlemen:


 


This letter agreement (this “Warrant Purchase Letter”)
is being delivered to you in connection with the Registration Statement on Form S-1
(File No. 333-124638) (as may be amended and supplemented from time to
time, the “Registration Statement”) that was initially filed by Federal
Services Acquisition Corporation, a Delaware corporation (the “Company”), with
the Securities and Exchange Commission (the “SEC”) on May 4, 2005, which
relates 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 to engage in the 120
and to take all steps necessary to effect the IPO, including the filing of
amendments to the Registration Statement with the SEC, 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) At least six (6) business days prior to
the effectiveness of the Registration Statement, the undersigned shall duly
execute and deliver an irrevocable order to purchase Warrants (the “Order”) to
CRT Capital Group LLC (the “Underwriter”), in the form attached hereto as Schedule 2,
with such terms and conditions as are consistent with the terms and conditions
set forth in the Registration Statement as of the Effective Date and the terms
and conditions set forth herein.


 


(2) The undersigned shall, within the forty (40)
trading day period, commencing on the date separate trading of the Warrants
commences (the “Separation Date”) pursuant to provisions set forth in the
warrant agreement governing the terms and conditions of such Warrants (the “Warrant
Agreement”), purchase for the undersigned’s own account up to — Warrants at
market prices not to exceed $0.70 per Warrant.


 


(3) The undersigned shall not offer, pledge,
sell, transfer or otherwise dispose of, either directly or indirectly, any
Warrants purchased  pursuant to this
Warrant Purchase Letter or the Order until after the Business Combination Date.


 





















 


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


 


This Warrant Purchase Letter 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 Warrant Purchase Letter
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.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Name
  of Initial Stockholder]

  



 


Accepted and agreed as of
the date hereof:


 


CRT CAPITAL GROUP LLC


 


	
   

  	
   

  
	
  By:

  
	
  Title:

  



 





















 


SCHEDULE I


 


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” shall mean the acquisition by the
Company, whether by merger, capital stock exchange, asset acquisition, stock
purchase or other similar business combination, of one operating business in
the federal services and 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” shall mean the date upon
which a Business Combination is consummated.


 


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


 





















 


SCHEDULE 2


 


                  ,
2005


[                 ]


 


CRT Capital Group LLC


262 Harbor Drive


Stamford, CT 06902


 


 


RE:                              Federal
Services Acquisition Corporation


 


Gentlemen:


 


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


 


The undersigned agrees that this letter agreement
constitutes an irrevocable order (the “Order”) for the Underwriter to purchase
for the undersigned’s account, within the forty (40) trading days commencing on
the date separate trading of the Warrants commences (the “Separation Date”),
pursuant to provisions set forth in the warrant agreement governing the terms
and conditions of such Warrants (the “Warrant Agreement”), up to — Warrants at
market prices not to exceed $0.70 per Warrant. 
The Underwriter (or such other broker-dealer(s) as the Underwriter may
assign the order to) agrees to fill such order in such amounts and at such
times as it may determine, in its sole discretion, during the forty (40)
trading days commencing on the Separation Date. 
The Underwriter further agree that it will not charge the undersigned or
any Designee (as defined below) any fees and/or commissions with respect to any
purchase pursuant to the Warrant Purchase Letter or the Order.


 


The undersigned may notify the Underwriter that all or
part of the Order will be fulfilled by an affiliate of the undersigned (or
another person or entity identified to the Underwriter by the undersigned (each
a “Designee”)) who (or which) has an account at the Underwriter and, in such
event, the Underwriter will make such purchase on behalf of said affiliate or
Designee; provided, however, that the undersigned hereby agrees
to make payment of the purchase price of such purchase in the event that the
affiliate or Designee fails to make such payment; provided  further,
that any such Designee has executed an agreement, satisfactory to the
Underwriter, pursuant to which such Designee agrees not to offer, pledge, sell,
transfer or otherwise dispose of, either


 





















 


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


 


This letter agreement shall be binding on the
undersigned and his respective heirs, successors 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.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Name
  of Initial Stockholder]