UNDERWRITING AGREEMENT between FEDERAL SERVICES ACQUISITION CORPORATION and CRT CAPITAL GROUP LLC Dated: _____________, 2005Underwriting Agreement • September 23rd, 2005 • Federal Services Acquisition CORP • Blank checks • New York
The undersigned, Federal Services Acquisition Corporation, a Delaware corporation (“Company”), hereby confirms its agreement with CRT Capital Group LLC (“Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • September 23rd, 2005 • Federal Services Acquisition CORP • Blank checks • New York
Agreement made as of , 2005 between Federal Services Acquisition Corporation, a Delaware corporation, with offices at 900 Third Avenue, 33rd Floor, New York, New York 10022 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 23rd, 2005 • Federal Services Acquisition CORP • Blank checks • New York
STOCK ESCROW AGREEMENTStock Escrow Agreement • September 23rd, 2005 • Federal Services Acquisition CORP • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of , 2005 (“Agreement”), by and among FEDERAL SERVICES ACQUISITION CORPORATION, a Delaware corporation (“Company”), JOEL R. JACKS, PETER M. SCHULTE, EDWARD H. BERSOFF, ARTHUR L. MONEY and FSAC PARTNERS, LLC (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
CRT Capital Group LLC Stamford, CT 06902Letter Agreement • September 23rd, 2005 • Federal Services Acquisition CORP • Blank checks • New York
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.
