REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 5th, 2005 • Fortress America Acquisition CORP • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2005, by and among: Fortress America Acquisition Corporation, a Delaware corporation (the “Company”); and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
UNDERWRITING AGREEMENT between FORTRESS AMERICA ACQUISITION CORPORATION and SUNRISE SECURITIES CORP. Dated: , 2005Underwriting Agreement • July 5th, 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 • July 5th, 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 Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 5th, 2005 • Fortress America Acquisition CORP • Blank checks • New York
This Agreement is made as of , 2005 by and between Fortress America Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • July 5th, 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 CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
ContractUnderwriting Agreement • July 5th, 2005 • Fortress America Acquisition CORP • Blank checks
AGREEMENT AND PLAN OF MERGER Among FORTRESS AMERICA ACQUISITION CORPORATION And FAAC MERGER CORPORATION June 29, 2005Merger Agreement • July 5th, 2005 • Fortress America Acquisition CORP • Blank checks • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 29, 2005, among Fortress America Acquisition Corporation, a Delaware corporation (“Company”), and FAAC Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Fortress (“Subsidiary”).
