Exhibit 10.8


 


                        ,
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 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 Underwriter as follows:


 


The undersigned represents and warrants that,
as of the date hereof, other than de minimis errors or omissions, (i) the
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
during the previous five years 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 the undersigned to the Company and the Underwriter and attached hereto as Exhibit B
are true and accurate in all respects. 
The undersigned further 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 practices relating to the offering of securities in any jurisdiction;


 


(b)                                 The undersigned has
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) 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 registration
denied, suspended or revoked.


 


The undersigned understands that the
Underwriter may conduct a background check with respect to the undersigned, 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 the undersigned’s background and finances (“Information”).  Neither the Underwriter nor its agents shall
be violating the undersigned’s right of privacy in any manner in requesting and
obtaining the Information or in otherwise performing a background check, and
the undersigned hereby releases them from liability for any damage whatsoever
in that connection.


 


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.


 


This letter agreement shall be binding on the
undersigned and the undersigned’s respective 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.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Dr. Edward H. Bersoff

  



 


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


 


Biography


 


See attached.


 





















 


EXHIBIT B


 


Questionnaires


 


See attached.