AMENDMENT TO UNIT PURCHASE OPTION
AMENDMENT
TO UNIT PURCHASE OPTION
This
AMENDMENT TO UNIT PURCHASE OPTION (this “Amendment”), dated October 27, 2006, is
made by and between Fortress America Acquisition Corporation (the “Company”) and
Sunrise Securities Corp.
WHEREAS,
the Company issued that certain Unit Purchase Option, dated July 13, 2005 (the
“Unit Purchase Option”) to Sunrise; and
WHEREAS,
the parties hereto have agreed that the Unit Purchase Option be amended as
set
forth herein to clarify the understanding between the parties with respect
to
the terms of the Unit Purchase Option effective as of the date of its
issuance.
NOW,
THEREFORE, in consideration of the premises and of the agreements contained
herein, the parties hereto hereby agree as follows:
1. Amendment
to the Unit Purchase Option.
To
reflect the original intention of the parties, Section 5.3 of the Unit Purchase
Option is and shall be amended and restated in its entirety as
follows:
“5.3 No
Net-Cash Settlement or Damages Upon Failure of Registration.
In no
event shall the Holder of this Purchase Option be entitled to (i) net-cash
settlement of this Purchase Option, regardless of whether any or all of the
Registrable Securities have been registered by the Company pursuant to an
effective registration statement, or (ii) receive any damages if any or all
of
the Registrable Securities have not been registered by the Company pursuant
to
an effective registration statement, subject to the requirement that the Company
use its best efforts to have a registration statement or post-effective
amendment filed pursuant to Section 5.1 declared effective as soon as possible
after receiving the Initial Demand Notice.”
2. Reference
to and Effect on the Unit Purchase Option.
Upon
the due execution and delivery of this Amendment by the parties hereto, on
and
after the date hereof each reference in the Unit Purchase Option to this
“Purchase Option”, “hereunder”, “hereof”, “herein” or words of like import
referring to the Unit Purchase Option shall mean and be a reference to the
Unit
Purchase Option, as amended hereby. Except as specifically amended above, the
Unit Purchase Option shall remain in full force and effect and is hereby
ratified and confirmed.
3. Execution
in Counterparts.
This
Amendment may be executed in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which shall be deemed to be
an
original, but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has been
signed by each of the parties hereto and delivered to each of the other parties
hereto.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the parties have executed this CLARIFICATION AGREEMENT as
of
the date first set forth above.
|
By:
|
/s/
Xxxxxx Xxxxx
|
|
|
Xxxxxx
Xxxxx, President
|
||
|
SUNRISE
SECURITIES CORP.
|
||
|
By:
|
/s/
Xxxxxx Low
|
|
|
Xxxxxx
Low, President
|
||
-2-
