AGREEMENT
AGREEMENT
This
Agreement (the “Agreement”) is made as of August 29, 2007 (the “Effective Date”)
by and among Fortress International Group, Inc., a Delaware corporation (the
“Company”), and Xxxxxx X. Xxxxxx (“Xxxxxx”).
WITNESSETH:
WHEREAS,
the Company issued on January 19, 2007 a Convertible Promissory Note in the
amount of $5,000,000 to the order of Xxxxxx in connection with the acquisition
of TSS/Vortech (the “Xxxxxx Note”); and
WHEREAS,
the Xxxxxx Note bears
interest at six percent per year and has a term of five years; and
WHEREAS,
the interest
on the Xxxxxx Note is payable during the first two years of Xxxxxx Note with
principal payments commencing on the second anniversary of the note and
continuing throughout the balance of the term of the note in equal quarterly
installments of $416,667; and
WHEREAS,
the Company and Xxxxxx desire to revise the repayment terms of the Xxxxxx Note
so as to retire $2,500,000 of the Xxxxxx Note by paying Xxxxxx $2,000,000 which
is to be used by him to purchase securities of the Company pursuant to a trading
10b5-1 Plan with a designated broker.
NOW,
THEREFORE, in consideration of the mutual covenants, agreements and conditions
set forth herein, the parties hereto hereby represent, warrant, covenant and
agree as follows:
1. Prepayment
of Portion of Note.
The
Company hereby undertakes to pay down a portion of the Xxxxxx Note in the amount
of $2,000,000 as a prepayment of the Xxxxxx Note and Xxxxxx agrees that such
prepayment shall retire $2,500,000 of the Xxxxxx Note.
2. Purchase
of Company Securities.
Xxxxxx
hereby agrees to use the $2,000,000 of funds received from the Company to
purchase the Company’s publicly traded common stock and warrants pursuant to the
10b5-1 Plan with a designated broker attached hereto as Exhibit
A
and in
accordance with the conditions of Rule 10b-18 of the Securities Exchange Act
of
1934, as amended.
3. Miscellaneous.
(a) This
Agreement shall be governed by the laws of the State of Maryland, without regard
to principles of conflicts of laws.
(b) Any
notice, request, instruction or other document to be given hereunder by any
party to the other shall be in writing and delivered personally or sent by
certified mail, postage prepaid by telecopy, or by courier service.
[Signature
Pages Follow]
IN
WITNESS WHEREOF, the Company and Xxxxxx have executed this Agreement as of
the
date first written above.
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/s/
Xxxxxx X. Xxxxx
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By:
Xxxxxx X. Xxxxx
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Title:
Chairman
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XXXXXX
X. XXXXXX
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/s/
Xxxxxx X. Xxxxxx
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