March 22, 2005 Sunrise Securities Corp.
March
22,
2005
Sunrise
Securities Corp.
000
Xxxxxxxxx Xxxxxx
25th
Floor
New
York,
New York 10022
Re:
Fortress America Acquisition Corporation.
Gentlemen:
This
letter will confirm the agreement of the undersigned to purchase warrants
(“Warrants”) of Fortress America Acquisition Corporation (“Company”) included in
the units (“Units”) being sold in the Company’s initial public offering (“IPO”)
upon the terms and conditions set forth herein. Each Unit is comprised of
one share of Common Stock and two Warrants. The shares of Common Stock and
Warrants will not be separately tradable until 90 days after the effective
date
of the Company’s IPO unless Sunrise Securities Corp. (“Sunrise”) informs the
Company of its decision to allow earlier separate trading.
The
undersigned parties agree that this letter agreement constitutes an irrevocable
order for Sunrise to purchase for the undersigned’s account within the
forty-trading day period commencing on the date separate trading of the Warrants
commences (“Separation Date”) up to an aggregate of 600,000 Warrants at market
prices not to exceed $0.70 per Warrant (“Maximum Warrant Purchase”).
Sunrise (or such other broker dealer(s) as Sunrise 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-trading day period commencing on the
Separation Date. Xxxxxxx further agrees that it will not charge the
undersigned any fees and/or commissions with respect to such purchase
obligation.
The
undersigned may notify Sunrise that all or part of the Maximum Warrant Purchase
will be made by an affiliate of the undersigned (or another person or entity
introduced to Sunrise by the undersigned (a “Designee”)) who (or which) has an
account at Sunrise and, in such event, Sunrise 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.
The
undersigned agrees that neither he nor any affiliate or Designee shall sell
or
transfer the Warrants until the earlier of the consummation of a merger, capital
stock exchange, asset acquisition or other similar business combination, as
described in the final prospectus for the Company’s IPO, and acknowledges that,
at the option of Sunrise, the certificates for such Warrants shall contain
a
legend indicating such restriction on transferability.
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Very
truly yours,
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/s/
X. Xxxxxx XxXxxxxx
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X.
Xxxxxx XxXxxxxx
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/s/
Xxxxxx X. Xxxxx
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Xxxxxx
X. Xxxxx
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