Exhibit 10.11
INVESTMENT MANAGEMENT TRUST
AGREEMENT
This Agreement is made as of October
19, 2005 by and between Federal Services Acquisition Corporation
(the “Company”) and Continental Stock Transfer &
Trust Company (“Trustee”).
WHEREAS, the Company’s
Registration Statement on Form S-1, No. 333-124638
(“Registration Statement”), for its initial public
offering of securities (“IPO”) has been declared
effective as of the date hereof by the Securities and Exchange
Commission (“Effective Date”); and
WHEREAS, CRT Capital Group LLC
(“CRT”) is acting as the underwriter in the IPO;
and
WHEREAS, as described in the
Company’s Registration Statement, and in accordance with the
Company’s Certificate of Incorporation, $117,180,000 of the
gross proceeds of the IPO ($135,135,000 if the underwriters
over-allotment option is exercised in full) will be delivered to
the Trustee to be deposited and held in a trust account for the
benefit of the Company and the holders of the Company’s
common stock, par value $.0001 per share, issued in the IPO as
hereinafter provided and in the event the Units are registered in
Colorado, pursuant to Section 11-51-302(6) of the Colorado Revised
Statutes. A copy of the Colorado Statute is attached hereto and
made a part hereof (the amount to be delivered to the Trustee will
be referred to herein as the “Property”, the
stockholders for whose benefit the Trustee shall hold the Property
will be referred to as the “Public Stockholders,” and
the Public Stockholders and the Company will be referred to
together as the “Beneficiaries”); and
WHEREAS, the Company and the Trustee
desire to enter into this Agreement to set forth the terms and
conditions pursuant to which the Trustee shall hold the
Property;
IT IS AGREED:
1.
Agreements and Covenants of
Trustee . The Trustee
hereby agrees and covenants to:
(a)
Hold the Property in trust for the
Beneficiaries in accordance with the terms of this Agreement,
including the terms of Section 11-51-302(6) of the Colorado
Statute, in a segregated trust account (“Trust
Account”) established by the Trustee at a branch of JPMorgan
Chase NY Bank selected by the Trustee;
(b)
Manage, supervise and administer the
Trust Account subject to the terms and conditions set forth
herein;
(c)
In a timely manner, upon the
instruction of the Company, to invest and reinvest the Property in
money market funds or any “Government Security.” As
used herein, Government Security means any Treasury Bill issued by
the United States, having a maturity of one hundred and eighty days
or less;
(d)
Collect and receive, when due, all
principal and income arising from the Property, which shall become
part of the “Property,” as such term is used
herein;
(e)
Notify the Company and CRT of all
communications received by it with respect to any Property
requiring action by the Company;
(f)
Supply any necessary information or
documents as may be requested by the Company in connection with the
Company’s preparation of the tax returns for the Trust
Account;
(g)
Participate in any plan or
proceeding for protecting or enforcing any right or interest
arising from the Property if, as and when instructed by the Company
to do so;
(h)
Render to the Company and to CRT,
and to such other person as the Company may instruct, in writing,
monthly statements of the activities of and amounts in the Trust
Account reflecting all receipts and disbursements of the Trust
Account;
(i)
If there is any income tax
obligation relating to the income of the Property in the Trust
Account, then, at the written instruction of the Company, the
Trustee shall issue a check directly to the taxing authorities
designated by the Company, out of the Property in the Trust
Account, the amount indicated by the Company as owing to each such
taxing authority; and
(j)
Commence liquidation of the Trust
Account only after receipt of and only in accordance with the terms
of a letter (“Termination Letter”), in a form
substantially similar to that attached hereto as either Exhibit A
or Exhibit B, signed on behalf of the Company by its President or
Chairman of the Board and Secretary and affirmed by its entire
Board of Directors, and complete the liquidation of the Trust
Account and distribute the Property in the Trust Account only as
directed in the Termination Letter and the other documents referred
to therein; provided , however , that in the event
that a Termination Letter has not been received by April 25, 2006
(or the date that is the six month anniversary of such date, in the
event that (i) a letter of intent, agreement in principle or
definitive agreement has been executed prior to such date in
connection with a Business Combination (as defined in the
Termination Letter attached hereto as Exhibit A) that has not been
consummated by October 25, 2007 and (ii) the Company has complied
with Section 2(d) hereof prior to such date), the Trust Account
shall be liquidated in accordance with the procedures set forth in
the Termination Letter attached as Exhibit B to the stockholders of
record on the record date; provided , further , that
the record date shall be within ten (10) days of April 25, 2007 (or
the date that is the six month anniversary of such date, in the
event that (i) a letter of intent, agreement in principle or
definitive agreement has been executed prior to such date in
connection with a Business Combination that has not been
consummated by October 25, 2007 and (ii) the Company has complied
with Section 2(d) hereof prior to such date), or as soon thereafter
as is practicable. In all cases, the Trustee shall provide CRT with
a copy of any Termination Letter and/or any other correspondence
that it receives with respect to any proposed withdrawal from the
Trust Account promptly after it receives the same.
2.
Agreements and Covenants of the
Company . The Company
hereby agrees and covenants to:
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(a)
Give all instructions to the Trustee
hereunder in writing, signed by the Company’s President or
Chairman of the Board. In addition, except with respect to its
duties under paragraph 1(i) above, the Trustee shall be entitled to
rely on, and shall be protected in relying on, any verbal or
telephonic advice or instruction which it in good faith believes to
be given by any one of the persons authorized above to give written
instructions, provided that the Company shall promptly confirm such
instructions in writing;
(b)
Hold the Trustee harmless and
indemnify the Trustee from and against, any and all expenses,
including reasonable counsel fees and disbursements, or loss
suffered by the Trustee in connection with any action, suit or
other proceeding brought against the Trustee involving any claim,
or in connection with any claim or demand which in any way arises
out of or relates to this Agreement, the services of the Trustee
hereunder, or the Property or any income earned from investment of
the Property, except for expenses and losses resulting from the
Trustee’s gross negligence or willful misconduct. Promptly
after the receipt by the Trustee of notice of demand or claim or
the commencement of any action, suit or proceeding, pursuant to
which the Trustee intends to seek indemnification under this
paragraph, it shall notify the Company in writing of such claim
(hereinafter referred to as the “Indemnified Claim”).
The Trustee shall have the right to conduct and manage the defense
against such Indemnified Claim, provided, that the Trustee shall
obtain the consent of the Company with respect to the selection of
counsel, which consent shall not be unreasonably withheld. The
Company may participate in such action with its own
counsel;
(c)
Pay the Trustee an initial
acceptance fee of $1,000 and a monthly fee of $300 (it being
expressly understood that the Property shall not be used to pay
such fee). The Company shall pay the Trustee the initial acceptance
fee and the fee for the first twelve months at the consummation of
the IPO and thereafter on the anniversary of the Effective Date.
The Trustee shall refund to the Company the fee (on a pro rata
basis) with respect to any period after the liquidation of the
Trust Fund. The Company shall not be responsible for any other fees
or charges of the Trustee except as may be provided in paragraph
2(b) hereof (it being expressly understood that the Property shall
not be used to make any payments to the Trustee under such
paragraph);
(d)
Provide to the Trustee any letter of
intent, agreement in principle or definitive agreement that is
executed in connection with a Business Combination, together with a
certified copy of a unanimous resolution of the Board of Directors
of the Company affirming that such letter of intent, agreement in
principle or definitive agreement is in effect; and
(e)
In connection with any vote of the
Company’s stockholders regarding a Business Combination,
provide to the Trustee an affidavit or certificate of a firm
regularly engaged in the business of soliciting proxies and
tabulating stockholder votes (which firm may be the Trustee)
verifying the vote of the Company’s stockholders regarding
such Business Combination.
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3.
Limitations of
Liability . The Trustee
shall have no responsibility or liability to:
