GLOBAL DEFENSE CORPORATION July 13, 2005
July
13,
2005
Global
Defense Corporation
0000
Xxxxx Xxxxxxx Xxxxx, Xxxxx 0000
Arlington,
Virginia 22203-1664
Gentlemen:
This
letter will confirm our agreement that, commencing on the closing date ("Closing
Date") of the registration statement for the initial public offering ("IPO")
of
the securities of Fortress America Acquisition Corporation ("Company") and
continuing until the consummation by Company of a "Business Combination" (as
described in Company's IPO prospectus), Global Defense Corporation shall make
available to Company certain office and secretarial services as may be required
by Company from time to time, situated at 0000 Xxxxx Xxxxxxx Xxxxx, Xxxxx 0000,
Xxxxxxxxx, Xxxxxxxx 00000-1664. In exchange therefore, Company shall pay Global
Defense Corporation the sum of $7,500 per month commencing on the Closing Date
and continuing monthly thereafter until the consummation of a Business
Combination. The Company has informed Global Defense Corporation that certain
net proceeds from the IPO are held in trust (the “Trust Fund”) for the benefit
of the public stockholders as more fully described in the Company’s IPO
prospectus. By agreeing and signing below, Global Defense Corporation hereby
waives any and all rights, interests, claims, demands, damages, actions, causes
of action or suit of any nature whatsoever, known or unknown, foreseen or
unforeseen, in law or equity, that Global Defense Corporation may have against
the Company or the Trust Fund in respect of funds held in the Trust Fund for
the
benefit of such public stockholders. This letter shall be governed by the laws
of the Commonwealth of Virginia, without regard to the conflicts of laws
provisions thereof. This letter may be executed in one or more counterparts,
each of which shall be deemed an original, and all of which, when taken
together, shall be deemed one instrument.
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Very
truly yours,
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By:
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/s/
Xxxxxx X. Xxxxx
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Name:
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Xxxxxx
X. Xxxxx
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Title:
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Chief
Executive Officer
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AGREED
TO AND ACCEPTED BY:
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GLOBAL
DEFENSE CORPORATION
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By:
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/s/
X. Xxxxxx XxXxxxxx
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Name: X.
Xxxxxx XxXxxxxx
Title: Chairman
of the Board
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