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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 25th, 2007 • Fortress America Acquisition CORP • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 19 day of January, 2007, by and among Fortress America Acquisition Corporation, a Delaware corporation (the “Company”) and the undersigned parties listed under Stockholders on the signature page hereto (each, a “Stockholder” and collectively, the “Stockholders”).
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”).
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:
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the common stock of Fortress America Acquisition Corporation is, and any amendment thereto signed by each of the undersigned shall be,...Joint Filing Agreement • February 14th, 2006 • Fortress America Acquisition CORP • Blank checks
The undersigned hereby agree that the statement on Schedule 13G with respect to the common stock of Fortress America Acquisition Corporation is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended. The undersigned hereby further agree that this Joint Filing Agreement be included as an exhibit to such statement and any such amendment. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
ContractWarrant Agreement • March 23rd, 2005 • Fortress America Acquisition CORP • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 23rd, 2005 • Fortress America Acquisition CORP • New York
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”).
BUSINESS LOAN AGREEMENT (ASSET BASED)Business Loan Agreement • May 15th, 2023 • TSS, Inc. • Services-management consulting services • Texas
References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. An item above containing “***” has been omitted due to text length limitations.
SUNRISE SECURITIES CORP. 25TH FLOOR NEW YORK, NEW YORK 10022 SELECTED DEALERS AGREEMENTSelected Dealers Agreement • March 23rd, 2005 • Fortress America Acquisition CORP • New York
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 15th, 2019 • TSS, Inc. • Services-management consulting services • Texas
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), effective this 27th day of January 2018 (“Effective Date”), is made and entered into between TSS, INC., a Delaware corporation (the “Company”), and KIERAN BRENNAN (the “Executive”).
SECOND AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG FORTRESS AMERICA ACQUISITION CORPORATION, VTC, L.L.C., VORTECH, LLC, THOMAS P. ROSATO AND GERARD J. GALLAGHER Effective July 31, 2006Membership Interest Purchase Agreement • November 13th, 2006 • Fortress America Acquisition CORP • Blank checks
This Table of Contents is for convenience of reference only and is not intended to define, limit or describe the scope, intent or meaning of any provision of this Agreement.
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”).
STOCK OPTION AGREEMENTStock Option Agreement • September 24th, 2015 • TSS, Inc. • Services-management consulting services • Delaware
This Stock Option Agreement (this “Agreement”) is made effective as of June 5, 2013 (“Grant Date”), between TSS, Inc. (the “Company”) and [Name of Recipient] (the “Option Holder”). The Compensation Committee of the Company’s Board of Directors has authorized the grant of an option (the “Option”) to purchase shares of the Company’s common stock (“Common Stock”) to the Option Holder, subject to the terms and provisions of this Agreement. For the avoidance of doubt, the Option is not being granted under the Company’s 2006 Omnibus Incentive Compensation Plan.
STOCK OPTION AGREEMENTStock Option Agreement • June 8th, 2012 • Fortress International Group, Inc. • Services-management consulting services
This Stock Option Agreement (this “Agreement”) is made as of April 30, 2012 (“Grant Date”), between Fortress International Group, Inc. (the “Company”) and Timothy C. Dec (the “Option Holder”). The Board of Directors of the Company has authorized the grant of an Option to the Option Holder under the Company’s 2006 Omnibus Incentive Compensation Plan (the “Plan”), subject to the terms and provisions of the Plan and the additional conditions set forth below. Capitalized terms used but not defined in this Agreement have the meanings given to them in the Plan.
THIS AGREEMENT, THE OBLIGATIONS SECURED HEREBY AND THE LIENS GRANTED HEREUNDER MAY FROM TIME TO TIME BE SUBORDINATED TO THE SENIOR DEBT, THE LIENS OF SENIOR LENDER AND THE RIGHTS AND REMEDIES OF SENIOR LENDER PURSUANT TO THE TERMS OF A SUBORDINATION...Security Agreement • July 25th, 2017 • TSS, Inc. • Services-management consulting services • Maryland
THIS AMENDED AND RESTATED SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of July 19, 2017, by TSS, INC., INNOVATIVE POWER SYSTEMS, INC., VTC, L.L.C., VORTECH, L.L.C., TOTAL SITE SOLUTIONS AZ, LLC and ALLETAG BUILDERS, INC., jointly and severally (collectively, the “Borrower”), with an address for purposes of this Agreement of 110 E. Old Settlers Road, Round Rock, Texas 78664, Telephone: (512) 310-1000, Fax: (512) 310-1828, in favor of MHW SPV II, LLC and MHW PARTNERS, LP (collectively, the “Lender”), with an address for the purposes of this Agreement of 150 East 52nd Street, 30th Floor, New York, New York 10022.
ESCROW AGREEMENT (Balance Sheet Escrow)Escrow Agreement • January 25th, 2007 • Fortress America Acquisition CORP • Blank checks • Virginia
ESCROW AGREEMENT (“Agreement”), dated as of January 19, 2007, by and among (a) Fortress America Acquisition Corporation, a Delaware corporation ("FAAC"); (b) VTC, L.L.C., a Maryland limited liability company (“VTC”); (c) Vortech, LLC, a Maryland limited liability company (“Vortech”); (d) Thomas P. Rosato (“Rosato”) and Gerard J. Gallagher (“Gallagher” who together with Rosato owns, or control all of the outstanding membership interests of both VTC and Vortech (each a “Member” and jointly the “Members”); (e) Thomas P. Rosato in his capacity as the Members’ Representative; and (f) SunTrust Bank, a Georgia banking corporation (the “Escrow Agent”).
AWARD AGREEMENTAward Agreement • September 2nd, 2014 • TSS, Inc. • Services-management consulting services • Delaware
This Award Agreement (this “Agreement”) is made as of August 29, 2014 (“Grant Date”), between TSS, Inc. (the “Company”) and John K. Penver (the “Executive”). The Board of Directors of the Company has authorized the grant to the Executive of (a) restricted shares (the “Restricted Stock”) of the Company’s common stock (“Common Stock”) and (b) an option (the “Option”) to purchase shares of Common Stock, subject to the terms and provisions of this Agreement. For the avoidance of doubt, neither the Restricted Stock nor the Option is being granted under the Company’s 2006 Omnibus Incentive Compensation Plan. The Company and the Executive have entered into that certain Executive Employment Agreement effective as of the date hereof (the “Employment Agreement”). Capitalized terms used in this Agreement and not otherwise defined in this Agreement shall have the meanings set forth in the Employment Agreement.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 31st, 2006 • Fortress America Acquisition CORP • Blank checks • New York
AMENDMENT TO STOCK OPTION AGREEMENTStock Option Agreement • April 11th, 2017 • TSS, Inc. • Services-management consulting services
This Amendment to Stock Option Agreement (this “Amendment”) is made as of April 10, 2017, between TSS, Inc. (the “Company”) and Anthony Angelini (the “Executive”).
March 22, 2005 Sunrise Securities Corp.Fortress America Acquisition CORP • March 31st, 2006 • Blank checks
WARRANT CLARIFICATION AGREEMENTWarrant Clarification Agreement • November 13th, 2006 • Fortress America Acquisition CORP • Blank checks • New York
This Warrant Clarification Agreement (this “Agreement”), dated October 27, 2006, is to the Warrant Agreement, dated as of July 13, 2005 (the “Warrant Agreement”), by and between Fortress America Acquisition Corporation, a Delaware corporation (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
ContractAgreement • July 5th, 2005 • Fortress America Acquisition CORP • Blank checks
ContractTSS, Inc. • July 25th, 2017 • Services-management consulting services • Maryland
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN EXEMPTION THEREFROM.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 25th, 2007 • Fortress America Acquisition CORP • Blank checks • Maryland
This EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement"), effective this 19th day of January, 2007 ("Effective Date"), between FORTRESS AMERICA ACQUISITION CORPORATION, a Delaware corporation (the "Company") and THOMAS P. ROSATO (the "Executive").
CONSULTING AGREEMENTConsulting Agreement • July 3rd, 2014 • TSS, Inc. • Services-management consulting services • Maryland
This Consulting Agreement (this “Agreement”) is made as of July 2, 2014, by and between TSS, Inc., a Delaware corporation (“TSS”), and John K. Penver (the “Consultant”), hereinafter collectively known as the “Parties.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 28th, 2012 • Fortress International Group, Inc. • Services-management consulting services • Maryland
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), effective this 27th day of September 2012 (“Effective Date”), is made and entered into between FORTRESS INTERNATIONAL GROUP, INC., a Delaware corporation (the “Company”), and KENNETH D. SCHWARZ (the “Executive”).
January 3, 2012 Thomas P. Rosato c/o Fortress International Group, Inc. Columbia, Maryland 21046 Dear Mr. Rosato:Fortress International Group, Inc. • January 3rd, 2012 • Services-management consulting services • Maryland
Reference is made to the Executive Employment Agreement, dated January 19, 2007, and amended August 26, 2008 (the “Employment Agreement”), between you and Fortress International Group, Inc. (formerly Fortress America Acquisition Corporation) (the “Company”). Effective January 3, 2012, you resigned as the Chief Executive Officer of the Company and were elected Non-Executive Chairman of the Company’s Board of Directors. The Company desires to retain your services as a consultant through March 31, 2012. This letter agreement sets forth the terms of the termination of the Employment Agreement and your consulting arrangement with the Company.
STOCK PURCHASE AGREEMENT by and among INNOVATIVE POWER SYSTEMS INC., THE STOCKHOLDERS OF INNOVATIVE POWER SYSTEMS INC., QUALITY POWER SYSTEMS, INC., THE STOCKHOLDERS OF QUALITY POWER SYSTEMS, INC. and FORTRESS INTERNATIONAL GROUP, INC. Dated as of...Stock Purchase Agreement • September 27th, 2007 • Fortress International Group, Inc. • Services-management consulting services • Maryland
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 24, 2007 by and among FORTRESS INTERNATIONAL GROUP, INC., a Delaware corporation (“Buyer”), INNOVATIVE POWER SYSTEMS INC., a Virginia corporation (“IPSI”), QUALITY POWER SYSTEMS, INC., a Delaware corporation (“QPSI” and with IPSI, each a “Company” and together, the “Companies”), and the undersigned holders of the outstanding shares of capital stock of each of IPSI and QPSI (each, a “Seller” and, collectively, the “Sellers”).
SEPARATION FROM EMPLOYMENT AGREEMENT AND RELEASESeparation From Employment Agreement and Release • September 28th, 2012 • Fortress International Group, Inc. • Services-management consulting services
AMENDMENT TO AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • October 1st, 2014 • TSS, Inc. • Services-management consulting services
This AMENDMENT TO AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE (this “Amendment”) is effective as of the 30th day of September, 2014, by and between TSS, INC., a Delaware corporation (f/k/a Fortress International Group, Inc. f/k/a Fortress America Acquisition Corporation) (“Maker”), and Gerard J. Gallagher (“Holder”). Each of Maker and Holder are hereinafter individually referred to as a “Party,” and collectively as the “Parties”.
WARRANT CLARIFICATION AGREEMENT NO. 2Warrant Clarification Agreement • December 14th, 2006 • Fortress America Acquisition CORP • Blank checks • New York
This Warrant Clarification Agreement (this “Agreement”), dated December 8, 2006, is to the Warrant Agreement, dated as of July 13, 2005 (the “Original Warrant Agreement”), by and between Fortress America Acquisition Corporation, a Delaware corporation (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as amended by Warrant Clarification Agreement dated October 27, 2006 (as amended, the “Warrant Agreement”).
RESTRICTED STOCK UNIT AGREEMENT FORTRESS INTERNATIONAL GROUP, INC.Restricted Stock Unit Agreement • March 31st, 2009 • Fortress International Group, Inc. • Services-management consulting services • Delaware
AGREEMENT made as of the _______ day of ___________, 200_ (the “Grant Date”), between Fortress International Group, Inc. (the “Company”), a Delaware corporation, and [________________________] (the “Participant”).
SUBORDINATION AGREEMENTSubordination Agreement • February 5th, 2015 • TSS, Inc. • Services-management consulting services • California
This SUBORDINATION AGREEMENT, dated as of February 3, 2015, is between MHW SPV II, LLC ("Creditor"), and BRIDGE BANK, NATIONAL ASSOCIATION, ("Lender").
AWARD AGREEMENTAward Agreement • May 20th, 2015 • TSS, Inc. • Services-management consulting services • Delaware
This Award Agreement (this “Agreement”) is made as of ______________ (“Grant Date”) between TSS, Inc. (the “Company”) and ____________ (the “Employee”). The Compensation Committee of the Board of Directors of the Company has authorized the grant to the Employee of restricted shares (the “Restricted Stock”) of the Company’s common stock (“Common Stock”) under the Company’s 2006 Omnibus Incentive Compensation Plan (the “Plan”), subject to the terms and provisions of the Plan and the additional conditions set forth below. Capitalized terms used but not defined in this Agreement have the meanings given to them in the Plan.
