UNDERWRITING AGREEMENT between FORTRESS AMERICA ACQUISITION CORPORATION and SUNRISE SECURITIES CORP. Dated: , 2005Underwriting Agreement • June 3rd, 2005 • Fortress America Acquisition CORP • Blank checks • New York
The undersigned, Fortress America Acquisition Corporation, a Delaware corporation (“Company”), hereby confirms its agreement with Sunrise Securities Corp. (being referred to herein variously as “you,” “Sunrise” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Sunrise is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • June 3rd, 2005 • Fortress America Acquisition CORP • Blank checks • New York
Agreement made as of , 2005 between Fortress America Acquisition Corporation, a Delaware corporation, with offices at 3 Bethesda Metro Center, Suite 700, Bethesda, MD 20814 (“Company”), and American Stock Transfer & Trust Company, a New York corporation, with offices at _____________ (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 3rd, 2005 • Fortress America Acquisition CORP • Blank checks • New York
STOCK ESCROW AGREEMENTStock Escrow Agreement • June 3rd, 2005 • Fortress America Acquisition CORP • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of , 2005 (“Agreement”), by and among FORTRESS AMERICA ACQUISITION CORPORATION, a Delaware corporation (“Company”), WASHINGTON CAPITAL ADVISORS, LLC, HARVEY L. WEISS, DAVID J. MITCHELL, DONALD L. NICKLES, ASA HUTCHINSON, PALADIN HOMELAND SECURITY FUND, L.P., PALADIN HOMELAND SECURITY FUND (NY CITY), L.P., PALADIN HOMELAND SECURITY FUND (CA), L.P. and PALADIN HOMELAND SECURITY FUND (CAYMAN ISLANDS), L.P. (collectively “Initial Stockholders”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
