0001144204-06-046799 Sample Contracts

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, 2006
Membership 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.

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WARRANT CLARIFICATION AGREEMENT
Warrant 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”).

AMENDMENT TO UNIT PURCHASE OPTION
Unit Purchase Option • November 13th, 2006 • Fortress America Acquisition CORP • Blank checks

This AMENDMENT TO UNIT PURCHASE OPTION (this “Amendment”), dated October 27, 2006, is made by and between Fortress America Acquisition Corporation (the “Company”) and Sunrise Securities Corp.

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