FORTRESS AMERICA ACQUISITION CORPORATION II

    

        1005
          North Glebe Road

        Suite
          550

        Arlington,
          VA 22201


    

    May
      21,
      2007

    


    Mr.
      Mark
      Frantz

    c/o
      Fortress America Acquisition Corporation II

    

        1005
          North Glebe Road 

        Suite
          550

        Arlington,
          VA
          22201                                     


      


    RE: Stock
      Subscription Agreement

     

    Dear
      Mr.
      Frantz:

     

    We
      are
      pleased that Mark Frantz (the “Subscriber”)
      desires to purchase 20,000 shares of Common
      Stock,
      $0.0001
      par
      value per share (the “Shares”),
      of
Fortress America Acquisition Corporation II,
      a
      Delaware corporation
      (the “Company”).
      The
      terms on which the Company is willing to issue the Shares to the Subscriber,
      and
      the Company and the Subscriber’s agreements regarding such Shares, are as
      follows:

     

    1. Purchase
      of Shares.
      For the
      aggregate sum of Two
      Hundred Dollars ($200.00)
      (the
“Purchase
      Price”),
      which
      the Company acknowledges receiving in cash, the Company hereby sells and issues
      the Shares to the Subscriber, and the Subscriber hereby purchases the Shares
      from the Company, on the terms and subject to the conditions set forth in this
      Stock Subscription Agreement (the “Agreement”).
      Promptly after the Subscriber’s execution of this Agreement, the Company will
      deliver to the Subscriber a certificate registered in the Subscriber’s name
      representing the Shares, receipt of which the Subscriber hereby
      acknowledges.

     

    2. The
      Subscriber’s Representations, Warranties and Agreements.
      To
      induce the Company to issue the Shares to the Subscriber, the Subscriber hereby
      represents and warrants to the Company and agrees with the Company as
      follows:

     

    2.1 Experience,
      Financial Capability and Suitability.
      The
      Subscriber is sufficiently experienced in financial and business matters to
      be
      capable of evaluating the merits and risks of this investment and to make an
      informed decision relating thereto. The Subscriber is aware that its investment
      in the Company is a speculative investment that has limited liquidity, because
      there may never be an established market for the Company’s capital stock. The
      Subscriber has the financial capability for making the investment and the
      investment is a suitable one for the Subscriber. The Subscriber can, without
      impairing its financial condition, hold the Shares for an indefinite period
      of
      time and can afford a complete loss of its investment. The Subscriber
      acknowledges that the Company has urged the Subscriber to seek independent
      advice from professional advisors relating to the suitability of an investment
      in the Company and in connection with this Agreement, and that the Subscriber
      has sought and received such independent professional advice with respect to
      such investment and this Agreement or, after careful consideration, the
      Subscriber has determined to waive its right to seek and/or receive such
      independent professional advice. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.2 Access
      to Information.
      Prior
      to the execution of this Agreement, the Subscriber has had the opportunity
      to
      ask questions of and receive answers from representatives of the Company
      concerning an investment in the Company, as well as the finances, operations,
      business and prospects of the Company, and the opportunity to obtain additional
      information to verify the accuracy of all information so obtained.

     

    2.3 Investment
      Intent.
      The
      Subscriber understands that the Shares are not being registered under the
      Securities Act of 1933, as amended (the “Securities
      Act”),
      or
      any state securities or “blue sky” laws, by reason of a specific exemption
      therefrom, and that the Shares may not be transferred except in compliance
      with
      such laws. The Subscriber is acquiring the Shares for its own account for the
      purpose of investment and not with a view to, or for resale in connection with,
      the “distribution” thereof (within the meaning of the Securities Act), nor with
      any present intention of distributing or selling the Shares.

     

    2.4 Rule
      144 Acknowledgements.
      The
      Subscriber is aware of the adoption of Rule 144 by the Securities and Exchange
      Commission under the Securities Act (“Rule
      144”),
      which
      permits limited public resale of securities acquired in a non-public offering,
      subject to the satisfaction of certain conditions, including, without
      limitation, the availability of certain current public information about the
      issuer, the resale occurring only after the holding period required by Rule
      144
      has been satisfied, the resale occurring through an unsolicited “broker’s
      transaction,” and the amount of securities being sold during any three-month
      period not exceeding specified limitations. The Subscriber understands that
      the
      Shares are “restricted securities” as that term is defined in Rule 144 and
      that the Shares must be held indefinitely by the Subscriber unless they are
      subsequently registered under the Securities Act or an exemption from such
      registration, such as Rule 144, is available. The Subscriber further understands
      that there is not now available and there may not be available at the time
      the
      Subscriber wishes to sell the Shares the adequate current public information
      with respect to the Company which would permit resale of the Shares under Rule
      144, and that the Company has no obligation to, and has not represented to
      the
      Subscriber that it will, register the Shares for public sale under the
      Securities Act or make available to the public the information required by
      Rule
      144.

     

    2.5 Accredited
      Investor Certification.
      In
      connection with the Subscriber’s investment in the Company, and to induce the
      Company to sell the Shares to the Subscriber, the Subscriber hereby represents,
      warrants and agrees that it is an accredited investor as such term is defined
      in
      Regulation D of the Securities Act.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    3. Forfeiture
      of Shares.

     

    3.1 Failure
      to Consummate Business Combination.
      All
      of the
      Shares initially shall be subject to forfeiture to the Company in accordance
      with this Section 3. The
      Shares shall be forfeited to the Company in the event that the Company does
      not
      consummate a Business Combination (as such term is defined in the Company’s
      Registration Statement on Form S-1 under the Securities Act of 1933, as amended
      (the “Registration
      Statement”))
      by
      the date which is twenty-four (24) months from the effective date of the
      Registration Statement.

     

    3.2 Termination
      of Rights as Stockholder; Escrow.
      If the
      Shares are forfeited in accordance with this Section 3, then after such time
      the
      Subscriber (or successor in interest), shall no longer have any rights as a
      holder of such Shares, and the Company shall take such action as is appropriate
      to cancel such Shares. To effectuate the foregoing, all certificates
      representing the Shares shall be held in escrow by the
      Company’s legal counsel
      or an
      escrow agent until the earlier of forfeiture or the consummation of a Business
      Combination within the required time periods set forth in Section 3.1 above.
      In
      addition, the Subscriber hereby irrevocably grants the Company a limited power
      of attorney for the purpose of effectuating the foregoing. 

     

    4. Restrictions
      on Transfer.

     

    4.1 Securities
      Law Restrictions.
      The
      Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise
      dispose of (“Transfer”)
      all or
      any part of the Shares unless, prior thereto (a) a registration statement on
      the
      appropriate form under the Securities Act and applicable state securities laws
      with respect to the Shares proposed to be transferred shall then be effective,
      or (b) the Company shall have received an opinion from counsel reasonably
      satisfactory to the Company, that such registration is not required because
      such
      transaction complies with the Securities Act and the rules promulgated by the
      Securities and Exchange Commission thereunder and with all applicable state
      securities laws.

     

    4.2 Legending
      of Shares.
      All
      certificates representing the Shares shall have endorsed thereon a legend
      substantially as follows:

     

    “The
      securities represented by this certificate have not been registered under the
      Securities Act of 1933, as amended (the “Act”),
      or
      any state securities law and may not be sold, pledged, hypothecated, transferred
      or otherwise disposed of in the absence of an effective registration statement
      covering these securities under the Act and all applicable state securities
      laws
      or an opinion from counsel reasonably satisfactory to the Company in form and
      substance satisfactory to the Company that registration is not required under
      the Act or under applicable state securities laws.”

     

    4.3 Additional
      Shares or Substituted Securities.
      In the
      event of the declaration of a stock dividend, the declaration of an
      extraordinary dividend payable in a form other than stock, a spin-off, a stock
      split, an adjustment in conversion ratio, a recapitalization or a similar
      transaction affecting the Company’s outstanding capital stock without receipt of
      consideration, any new, substituted or additional securities or other property
      which are by reason of such transaction distributed with respect to any Shares
      subject to this Section 4 or into which such Shares thereby become convertible
      shall immediately be subject to Section 3 and Section 4 hereof. Appropriate
      adjustments to reflect the distribution of such securities or property shall
      be
      made to the number and/or class of Shares subject to this Section
      4.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    5. Other
      Agreements.

     

    5.1 Further
      Assurances.
      The
      Subscriber agrees to execute such further instruments and to take such further
      action as may reasonably be necessary to carry out the intent of this
      Agreement.

     

    5.2 No
      Obligation as to Employment.
      The
      Company is not by reason of this Agreement obligated to employ, or to continue
      to employ, the Subscriber in any capacity.

     

    5.3 Notices.
      All
      notices, requests, consents and other communications hereunder shall be in
      writing, shall be addressed to the receiving party’s address set forth on the
      first page of this Agreement or to such other address as a party may designate
      by notice hereunder, and shall be either (a) delivered by hand, (b) sent by
      overnight courier, or (c) sent by certified mail, return receipt requested,
      postage prepaid. All notices, requests, consents and other communications
      hereunder shall be deemed to have been given either (i) if by hand, at the
      time
      of the delivery thereof to the receiving party at the address of such party
      set
      forth above, (ii) if sent by overnight courier, on the next business day
      following the day such notice is delivered to the courier service, or (iii)
      if
      sent by certified mail, on the fifth business day following the day such mailing
      is made.

     

    5.4 Entire
      Agreement.
      This
      Agreement embodies the entire agreement and understanding between the Subscriber
      and the Company with respect to the subject matter hereof and supersedes all
      prior oral or written agreements and understandings relating to the subject
      matter hereof. No statement, representation, warranty, covenant or agreement
      of
      any kind not expressly set forth in this Agreement shall affect, or be used
      to
      interpret, change or restrict, the express terms and provisions of this
      Agreement.

     

    5.5 Modifications
      and Amendments.
      The
      terms and provisions of this Agreement may be modified or amended only by
      written agreement executed by all parties hereto.

     

    5.6 Waivers
      and Consents.
      The
      terms and provisions of this Agreement may be waived, or consent for the
      departure therefrom granted, only by written document executed by the party
      entitled to the benefits of such terms or provisions. No such waiver or consent
      shall be deemed to be or shall constitute a waiver or consent with respect
      to
      any other terms or provisions of this Agreement, whether or not similar. Each
      such waiver or consent shall be effective only in the specific instance and
      for
      the purpose for which it was given, and shall not constitute a continuing waiver
      or consent.

     

    5.7 Assignment.
      The
      rights and obligations under this Agreement may not be assigned by either party
      hereto without the prior written consent of the other party.

     

    
      
        
        

      

      
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    5.8 Benefit.
      All
      statements, representations, warranties, covenants and agreements in this
      Agreement shall be binding on the parties hereto and shall inure to the benefit
      of the respective successors and permitted assigns of each party hereto. Nothing
      in this Agreement shall be construed to create any rights or obligations except
      among the parties hereto, and no person or entity shall be regarded as a
      third-party beneficiary of this Agreement.

     

    5.9 Governing
      Law.
      This
      Agreement and the rights and obligations of the parties hereunder shall be
      construed in accordance with and governed by the law of Delaware, without giving
      effect to the conflict of law principles thereof.

     

    5.10 Severability.
      In the
      event that any court of competent jurisdiction shall determine that any
      provision, or any portion thereof, contained in this Agreement shall be
      unreasonable or unenforceable in any respect, then such provision shall be
      deemed limited to the extent that such court deems it reasonable and
      enforceable, and as so limited shall remain in full force and effect. In the
      event that such court shall deem any such provision, or portion thereof, wholly
      unenforceable, the remaining provisions of this Agreement shall nevertheless
      remain in full force and effect.

     

    5.11 No
      Waiver of Rights, Powers and Remedies.
      No
      failure or delay by a party hereto in exercising any right, power or remedy
      under this Agreement, and no course of dealing between the parties hereto,
      shall
      operate as a waiver of any such right, power or remedy of such party. No single
      or partial exercise of any right, power or remedy under this Agreement by a
      party hereto, nor any abandonment or discontinuance of steps to enforce any
      such
      right, power or remedy, shall preclude such party from any other or further
      exercise thereof or the exercise of any other right, power or remedy hereunder.
      The election of any remedy by a party hereto shall not constitute a waiver
      of
      the right of such party to pursue other available remedies. No notice to or
      demand on a party not expressly required under this Agreement shall entitle
      the
      party receiving such notice or demand to any other or further notice or demand
      in similar or other circumstances or constitute a waiver of the rights of the
      party giving such notice or demand to any other or further action in any
      circumstances without such notice or demand.

     

    5.12 Survival
      of Representations and Warranties.
      All
      representations and warranties made by the parties hereto in this Agreement
      or
      in any other agreement, certificate or instrument provided for or contemplated
      hereby, shall survive the execution and delivery hereof and any investigations
      made by or on behalf of the parties.

     

    5.13 No
      Broker or Finder.
      Each of
      the parties hereto represents and warrants to the other that no broker, finder
      or other financial consultant has acted on its behalf in connection with this
      Agreement or the transactions contemplated hereby in such a way as to create
      any
      liability on the other. Each of the parties hereto agrees to indemnify and
      save
      the other harmless from any claim or demand for commission or other compensation
      by any broker, finder, financial consultant or similar agent claiming to have
      been employed by or on behalf of such party and to bear the cost of legal
      expenses incurred in defending against any such claim.

     

    
      
        
        

      

      
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    5.14 Headings
      and Captions.
      The
      headings and captions of the various subdivisions of this Agreement are for
      convenience of reference only and shall in no way modify or affect the meaning
      or construction of any of the terms or provisions hereof.

     

    5.15 Counterparts.
      This
      Agreement may be executed in one or more counterparts, and by different parties
      hereto on separate counterparts, each of which shall be deemed an original,
      but
      all of which together shall constitute one and the same instrument. Facsimile
      signatures shall constitute original signatures for all purposes of this
      Agreement.

     

     

    (Remainder
      of page intentionally left blank.  Signature page to
      follow.)

     

    
      
        
        

      

      
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    If
      the
      foregoing accurately sets forth our understanding and agreement, please sign
      the
      enclosed copy of this agreement and return it to us.

    
      	 	 	 
	 	Very truly yours,
	 	 
	 	
              FORTRESS AMERICA ACQUISITION CORPORATION II

            
	 
 	 
 	 
 
	
            	By:  	/s/ C. Thomas McMillen 
	 	
              
Name: C.
              Thomas McMillen
	 	Title: Co-Chief
              Executive Officer


    

     

    Accepted
      and agreed this

    22nd
      day of
      May, 2007

    
      	 	 	 	 
	 	 	 	 
	/s/ Mark Frantz	 	 	
            
	
              
Name: Mark
              Frantz	 	 	
            


    

      

     

    
      
        
        

      

      
        7