Exhibit 10.2


 


	
   

  	
  , 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


 


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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


 


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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.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Peter M. Schulte

  
	
   

  	
  President and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature

  



 


 


Accepted and agreed:


Federal Services Acquisition Corporation


 


 


	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 


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