REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 2006 • Fortress America Acquisition CORP • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 13th day of July, 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”).
WARRANT AGREEMENTWarrant Agreement • March 31st, 2006 • Fortress America Acquisition CORP • Blank checks • New York
Agreement made as of July 13, 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 • March 31st, 2006 • Fortress America Acquisition CORP • Blank checks • New York
March 22, 2005 Sunrise Securities Corp.Warrant Purchase Agreement • March 31st, 2006 • Fortress America Acquisition CORP • Blank checks
STOCK ESCROW AGREEMENTStock Escrow Agreement • March 31st, 2006 • Fortress America Acquisition CORP • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of July 13, 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”).
AGREEMENTUnderwriting Agreement • March 31st, 2006 • Fortress America Acquisition CORP • Blank checks
THIS AGREEMENT is made as of this ___ day of July 2005, by and among FORTRESS AMERICA ACQUISITION CORPORATION, a Delaware corporation (the “Company”), SUNRISE SECURITIES CORP., a Delaware corporation (“Sunrise”), and PALADIN HOMELAND SECURITY FUND, L.P., a Delaware limited partnership, PALADIN HOMELAND SECURITY FUND (NY CITY), L.P., a Delaware limited partnership, PALADIN HOMELAND SECURITY FUND (CA), L.P., a Delaware limited partnership, and PALADIN HOMELAND SECURITY FUND (CAYMAN ISLANDS), L.P., a limited partnership formed under the laws of the Cayman Islands (individually, “Stockholder,” and collectively, “Stockholders”).
GLOBAL DEFENSE CORPORATION July 13, 2005Service Agreement • March 31st, 2006 • Fortress America Acquisition CORP • Blank checks
