Unassociated Document


    WARRANT
      AGREEMENT

     

    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”).

     

    WHEREAS,
      the Company is engaged in a public offering (“Public Offering”) of Units
      (“Units”) and, in connection therewith, has determined to issue and deliver up
      to (i) 16,100,000 Warrants (“Public Warrants”) to the public investors, and (ii)
      1,400,000 Warrants to Sunrise Securities Corp. (“Sunrise”) or its designees
      (“Representative's Warrants” and, together with the Public Warrants, the
“Warrants”), evidencing the right of the holder thereof to purchase one share of
      common stock, par value $.0001 per share, of the Company’s Common Stock (“Common
      Stock”) for $5.00 in the case of the Public Warrants, and for $6.25 in the case
      of the Representative’s Warrants, subject to adjustment as described herein;
      and

     

    WHEREAS,
      the Company has filed with the Securities and Exchange Commission a Registration
      Statement, No. 333-123504 on Form S-1 (“Registration Statement”) for the
      registration, under the Securities Act of 1933, as amended (“Act”) of, among
      other securities, the Warrants and the Common Stock issuable upon exercise
      of
      the Warrants; and

     

    WHEREAS,
      the Company desires the Warrant Agent to act on behalf of the Company, and
      the
      Warrant Agent is willing to so act, in connection with the issuance,
      registration, transfer, exchange, redemption and exercise of the Warrants;
      and

     

    WHEREAS,
      the Company desires to provide for the form and provisions of the Warrants,
      the
      terms upon which they shall be issued and exercised, and the respective rights,
      limitation of rights, and immunities of the Company, the Warrant Agent, and
      the
      holders of the Warrants; and

     

    WHEREAS,
      all acts and things have been done and performed which are necessary to make
      the
      Warrants, when executed on behalf of the Company and countersigned by or on
      behalf of the Warrant Agent, as provided herein, the valid, binding and legal
      obligations of the Company, and to authorize the execution and delivery of
      this
      Agreement.

     

    NOW,
      THEREFORE, in consideration of the mutual agreements herein contained, the
      parties hereto agree as follows:

     

    1. Appointment
      of Warrant Agent.
      The
      Company hereby appoints the Warrant Agent to act as agent
      for the
      Company for the Warrants, and the Warrant Agent hereby accepts such appointment
      and agrees to perform the same in accordance with the terms and conditions
      set
      forth in this Agreement.

     

    2. Warrants.

     

    2.1 Form
      of Warrant.
      Each
      Warrant shall be issued in registered form only, shall be in substantially
      the
      form of Exhibit A hereto, the provisions of which are incorporated herein and
      shall be signed by, or bear the facsimile signature of, the Chairman of the
      Board or President and Treasurer, Secretary or Assistant Secretary of the
      Company and shall bear a facsimile of the Company’s seal. In the event the
      person whose facsimile signature has been placed upon any Warrant shall have
      ceased to serve in the capacity in which such person signed the Warrant before
      such Warrant is issued, it may be issued with the same effect as if he or she
      had not ceased to be such at the date of issuance.

     

    2.2 Effect
      of Countersignature.
      Unless
      and until countersigned by the Warrant Agent pursuant to this Agreement, a
      Warrant shall be invalid and of no effect and may not be exercised by the holder
      thereof.

     

    2.3 Registration.

     


    
      
         

      

      
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    2.3.1 Warrant
      Register.
      The
      Warrant Agent shall maintain books (“Warrant Register”), for the registration of
      original issuance and the registration of transfer of the Warrants. Upon the
      initial issuance of the Warrants, the Warrant Agent shall issue and register
      the
      Warrants in the names of the respective holders thereof in such denominations
      and otherwise in accordance with instructions delivered to the Warrant Agent
      by
      the Company.

     

    2.3.2 Registered
      Holder.
      Prior
      to due presentment for registration of transfer of any Warrant, the Company
      and
      the Warrant Agent may deem and treat the person in whose name such Warrant
      shall
      be registered upon the Warrant Register (“registered holder”), as the absolute
      owner of such Warrant and of each Warrant represented thereby (notwithstanding
      any notation of ownership or other writing on the Warrant Certificate made
      by
      anyone other than the Company or the Warrant Agent), for the purpose of any
      exercise thereof, and for all other purposes, and neither the Company nor the
      Warrant Agent shall be affected by any notice to the contrary.

     

    2.4 Detachability
      of Warrants.
      The
      securities comprising the Units will be separately transferable beginning 20
      trading days after the earlier of the exercise in full or expiration of the
      underwriters over-allotment option (as described in the Company's Prospectus
      dated July 12, 2005).

     

    2.5 Warrants
      and Representative's Warrants.
      The
      Representative's Warrants shall have the same terms and be in the same form
      as
      the Public Warrants except with respect to the Warrant Price as set forth below
      in Section 3.1.

     

    3. Terms
      and Exercise of Warrants.

     

    3.1 Warrant
      Price.
      Each
      Public Warrant shall, when countersigned by the Warrant Agent, entitle the
      registered holder thereof, subject to the provisions of such Public Warrant
      and
      of this Warrant Agreement, to purchase from the Company the number of shares
      of
      Common Stock stated therein, at the price of $5.00 per whole share, subject
      to
      the adjustments provided in Section 4 hereof and in the last sentence of
      this Section 3.1. Each Representative’s Warrant shall, when countersigned
      by the Warrant Agent, entitle the registered holder thereof, subject to the
      provisions of such Representative's Warrant and of this Warrant Agreement,
      to
      purchase from the Company the number of shares of Common Stock stated therein,
      at the price of $6.25 per whole share, subject to the adjustments provided
      in
      Section 4 hereof and in the last sentence of this Section 3.1. The term
“Warrant Price” as used in this Warrant Agreement refers to the price per share
      at which Common Stock may be purchased at the time a Warrant is exercised.
      The
      Company in its sole discretion may lower the Warrant Price at any time prior
      to
      the Expiration Date.

     

    3.2 Duration
      of Warrants.
      A
      Warrant may be exercised only during the period (“Exercise Period”) commencing
      on the later of the consummation by the Company of a merger, capital stock
      exchange, asset acquisition or other similar business combination (“Business
      Combination”) (as described more fully in the Company’s Registration Statement)
      or July 12, 2006 and terminating at 5:00 p.m., New York City time on the earlier
      to occur of (i) July 11, 2009, (ii) the date fixed for redemption of the
      Warrants as provided in Section 6 of this Agreement (“Expiration Date”).
      Except with respect to the right to receive the Redemption Price (as set forth
      in Section 6 hereunder), each Warrant not exercised on or before the
      Expiration Date shall become void, and all rights thereunder and all rights
      in
      respect thereof under this Agreement shall cease at the close of business on
      the
      Expiration Date. The Company in its sole discretion may extend the duration
      of
      the Warrants by delaying the Expiration Date.

     

    3.3 Exercise
      of Warrants.

     

    3.3.1 Payment.
      Subject
      to the provisions of the Warrant and this Warrant Agreement, a Warrant, when
      countersigned by the Warrant Agent, may be exercised by the registered holder
      thereof by surrendering it, at the office of the Warrant Agent, or at the office
      of its successor as Warrant Agent, in the Borough of Manhattan, City and State
      of New York, with the exercise form, as set forth in the Warrant, duly executed,
      (i)
      by
      paying in full, in lawful money of the United States, in cash, good certified
      check or good bank draft payable to the order of the Company (or as otherwise
      agreed to by the Company), the Warrant Price for each full share of Common
      Stock
      as to which the Warrant is exercised and any and all applicable taxes due in
      connection with the exercise of the Warrant, the exchange of the Warrant for
      the
      Common Stock, and the issuance of the
      Common Stock or (ii) by surrendering his or her Warrant for that number of
      shares of Common Stock equal to the quotient obtained by dividing (x) the
      product of the number of shares of Common Stock underlying the Warrant,
      multiplied by the difference between the Warrant Price and the "Fair Market
      Value" (defined below) by (y) the Fair Market Value. The "Fair Market Value"
      shall mean the average reported last sale price of the Common Stock for the
      10
      trading days ending on the third business day prior to the date on which notice
      of exercise is given to the Company, or in the event that the Company has given
      a notice of redemption to the holder of such Warrant, on the third business
      day
      prior to the date on which any notice of redemption is sent to holders of the
      Warrant pursuant to Section 6 hereof. 

     


    
      
         

      

      
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    3.3.2 Issuance
      of Certificates.
      As soon
      as practicable after the exercise of any Warrant and the clearance of the funds
      in payment of any Warrant Price, the Company shall issue to the registered
      holder of such Warrant a certificate or certificates for the number of full
      shares of Common Stock to which he is entitled, registered in such name or
      names
      as may be directed by him, her or it, and if such Warrant shall not have been
      exercised in full, a new countersigned Warrant for the number of shares as
      to
      which such Warrant shall not have been exercised. Notwithstanding the foregoing,
      the Company shall not be obligated to deliver any securities pursuant to the
      exercise of a Warrant unless (i) a registration statement under the Act with
      respect to the Common Stock is effective or (ii) in the opinion of counsel
      to
      the Company, the exercise of the Warrants is exempt from the registration
      requirements of the Act and such securities are qualified for sale or exempt
      from qualification under applicable securities laws of the states or other
      jurisdictions in which the registered holders reside. Warrants may not be
      exercised by, or securities issued to, any registered holder in any state in
      which such exercise would be unlawful.

     

    3.3.3 Valid
      Issuance.
      All
      shares of Common Stock issued upon the proper exercise of a Warrant in
      conformity with this Agreement shall be validly issued, fully paid and
      nonassessable.

     

    3.3.4 Date
      of Issuance.
      Each
      person in whose name any such certificate for shares of Common Stock is issued
      shall for all purposes be deemed to have become the holder of record of such
      shares on the date on which the Warrant was surrendered for exercise and payment
      of any Warrant Price was made, irrespective of the date of delivery of such
      certificate, except that, if the date of such surrender and any payment is
      a
      date when the stock transfer books of the Company are closed, such person shall
      be deemed to have become the holder of such shares at the close of business
      on
      the next succeeding date on which the stock transfer books are
      open.

     

    3.3.5 Warrant
      Solicitation and Warrant Solicitation Fee.

     

    (a) The
      Company has engaged Sunrise, on a non-exclusive basis, as its agent for the
      solicitation of the exercise of the Warrants. The Company, at its cost, will
      (i)
      assist Sunrise with respect to such solicitation, if requested by Sunrise,
      and
      (ii) provide Sunrise, and direct the Company’s transfer agent and the Warrant
      Agent to deliver to Sunrise, lists of the record and, to the extent known,
      beneficial owners of the Company’s Warrants. The Company hereby instructs the
      Warrant Agent to cooperate with Sunrise in every respect in connection with
      Sunrise’s solicitation activities, including, but not limited to, providing to
      Sunrise, at the Company’s cost, a list of record and beneficial holders of the
      Warrants and circulating a prospectus or offering circular disclosing the
      compensation arrangements referenced in Section 3.3.5(b) below to holders
      of the Warrants at the time of exercise of the Warrants. In addition to the
      conditions set forth in Section 3.3.5(b), Sunrise shall accept payment of
      the warrant solicitation fee provided in Section 3.3.5(b) only if it has
      provided bona fide services to the Company in connection with the exercise
      of
      the Warrants and only to the extent that an investor who exercises his Warrants
      specifically designates, in writing, that Sunrise solicited his exercise. In
      addition to soliciting, either orally or in writing, the exercise of Warrants
      by
      a Warrant holder, such services may also include disseminating information,
      either orally or in writing, to Warrant holders about the Company or the market
      for the Company’s securities, or assisting in the processing of the exercise of
      Warrants.

     

    (b) In
      each
      instance in which a Warrant is exercised, the Warrant Agent shall promptly
      give
      written notice of such exercise to the Company and Sunrise (“Warrant Agent’s
      Exercise Notice”). If, upon the exercise of any Warrant more than one year from
      the effective date of the Registration Statement, (i) the market price of
      the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of
      compensation arrangements between the Company and Sunrise with respect to the
      solicitation of the exercise of the Warrants was made both at the time of the
      Public Offering and at the time of exercise (by delivery of the Prospectus
      or as
      otherwise required by applicable law, rule or regulation), (iii) the holder
      of
      the Warrant confirms in writing that the exercise of the Warrant was solicited
      by Sunrise, (iv) the Warrant was not held in a discretionary account, and (v)
      the solicitation of the exercise of the Warrant was not in violation of
      Regulation M (as such rule or any successor rule may be in effect as of such
      time of exercise) promulgated under the Securities Exchange Act of 1934, as
      amended, then the Warrant Agent, simultaneously with the distribution of the
      Common Stock underlying the Warrants so exercised in accordance with the
      instructions from the Company following receipt of the proceeds to the Company
      received upon exercise of such Warrant(s), shall, on behalf of the Company,
      pay
      (A) in the case of a cash exercise of the Warrant, a fee of 5% of the Warrant
      Price to Sunrise, or (B) in the case of exercise of the Warrant pursuant to
      a
      Conversion Right without the payment of cash, a fee of .05 shares for each
      warrant exercised; provided that Sunrise delivers to the Warrant Agent within
      ten (10) business days from the date on which Sunrise has received the Warrant
      Agent’s Exercise Notice, a certificate that the conditions set
      forth in
      the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding
      the foregoing, no fee will be paid to Sunrise with respect to the exercise
      by
      the Underwriters or their affiliates or the Company’s officers or directors of
      Warrants purchased by it or them and still held by them for its or their own
      account. Sunrise and the Company may at any time during business hours, examine
      the records of the Warrant Agent, including its ledger of original Warrant
      certificates returned to the Warrant Agent upon exercise of Warrants.


     


    
      
         

      

      
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    (c) The
      provisions of this Section 3.3.5. may not be modified, amended or deleted
      without the prior written consent of Sunrise.

     

    4. Adjustments.

     

    4.1 Stock
      Dividends - Split-Ups.
      If
      after the date hereof, and subject to the provisions of Section 4.6 below,
      the number of outstanding shares of Common Stock is increased by a stock
      dividend payable in shares of Common Stock, or by a split-up of shares of Common
      Stock, or other similar event, then, on the effective date of such stock
      dividend, split-up or similar event, the number of shares of Common Stock
      issuable on exercise of each Warrant shall be increased in proportion to such
      increase in outstanding shares of Common Stock.

     

    4.2 Aggregation
      of Shares.
      If
      after the date hereof, and subject to the provisions of Section 4.6, the
      number of outstanding shares of Common Stock is decreased by a consolidation,
      combination, reverse stock split or reclassification of shares of Common Stock
      or other similar event, then, on the effective date of such consolidation,
      combination, reverse stock split, reclassification or similar event, the number
      of shares of Common Stock issuable on exercise of each Warrant shall be
      decreased in proportion to such decrease in outstanding shares of Common
      Stock.

     

    4.3 Adjustments
      in Exercise Price.
      Whenever the number of shares of Common Stock purchasable upon the exercise
      of
      the Warrants is adjusted, as provided in Section 4.1 and 4.2 above, the
      Warrant Price shall be adjusted (to the nearest cent) by multiplying such
      Warrant Price immediately prior to such adjustment by a fraction (x) the
      numerator of which shall be the number of shares of Common Stock purchasable
      upon the exercise of the Warrants immediately prior to such adjustment, and
      (y)
      the denominator of which shall be the number of shares of Common Stock so
      purchasable immediately thereafter.

     

    4.4 Replacement
      of Securities upon Reorganization, etc.
      In case
      of any reclassification or reorganization of the outstanding shares of Common
      Stock (other than a change covered by Section 4.1 or 4.2 hereof or that
      solely affects the par value of such shares of Common Stock), or in the case
      of
      any merger or consolidation of the Company with or into another corporation
      (other than a consolidation or merger in which the Company is the continuing
      corporation and that does not result in any reclassification or reorganization
      of the outstanding shares of Common Stock), or in the case of any sale or
      conveyance to another corporation or entity of the assets or other property
      of
      the Company as an entirety or substantially as an entirety in connection with
      which the Company is dissolved, the Warrant holders shall thereafter have the
      right to purchase and receive, upon the basis and upon the terms and conditions
      specified in the Warrants and in lieu of the shares of Common Stock of the
      Company immediately theretofore purchasable and receivable upon the exercise
      of
      the rights represented thereby, the kind and amount of shares of stock or other
      securities or property (including cash) receivable upon such reclassification,
      reorganization, merger or consolidation, or upon a dissolution following any
      such sale or transfer, that the Warrant holder would have received if such
      Warrant holder had exercised his, her or its Warrant(s) immediately prior to
      such event; and if any reclassification also results in a change in shares
      of
      Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be
      made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The
      provisions of this Section 4.4 shall similarly apply to successive
      reclassifications, reorganizations, mergers or consolidations, sales or other
      transfers.

     


    
      
         

      

      
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    4.5 Notices
      of Changes in Warrant.
      Upon
      every adjustment of the Warrant Price or the number of shares issuable upon
      exercise of a Warrant, the Company shall give written notice thereof to the
      Warrant Agent, which notice shall state the Warrant Price resulting from such
      adjustment and the increase or decrease, if any, in the number of shares
      purchasable at such price upon the exercise of a Warrant, setting forth in
      reasonable detail the method of calculation and the facts upon which such
      calculation is based. Upon the occurrence of any event specified in Sections
      4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company shall give written
      notice to the Warrant holder, at the last address set forth for such holder
      in
      the warrant register, of the record date or the effective date of the event.
      Failure to give such notice, or any defect therein, shall not affect the
      legality or validity of such event.

     

    4.6 No
      Fractional Shares.
      Notwithstanding any provision contained in this Warrant Agreement to the
      contrary, the Company shall not issue fractional shares upon exercise of
      Warrants. If, by reason of any adjustment made pursuant to this Section 4,
      the holder of any Warrant would be entitled, upon the exercise of such Warrant,
      to receive a fractional interest in a share, the Company shall, upon such
      exercise, round up to the nearest whole number the number of the shares of
      Common Stock to be issued to the Warrant holder.

     

    4.7 Form
      of Warrant.
      The
      form of Warrant need not be changed because of any adjustment pursuant to this
      Section 4, and Warrants issued after such adjustment may state the same
      Warrant Price and the same number of shares as is stated in the Warrants
      initially issued pursuant to this Agreement. However, the Company may at any
      time in its sole discretion make any change in the form of Warrant that the
      Company may deem appropriate and that does not affect the substance thereof,
      and
      any Warrant thereafter issued or countersigned, whether in exchange or
      substitution for an outstanding Warrant or otherwise, may be in the form as
      so
      changed.

     

    5. Transfer
      and Exchange of Warrants.

     

    5.1 Registration
      of Transfer.
      The
      Warrant Agent shall register the transfer, from time to time, of any outstanding
      Warrant upon the Warrant Register, upon surrender of such Warrant for transfer,
      properly endorsed with signatures properly guaranteed and accompanied by
      appropriate instructions for transfer. Upon any such transfer, a new Warrant
      representing an equal aggregate number of Warrants shall be issued and the
      old
      Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled
      shall
      be delivered by the Warrant Agent to the Company from time to time upon
      request.

     

    5.2 Procedure
      for Surrender of Warrants.
      Warrants may be surrendered to the Warrant Agent, together with a written
      request for exchange or transfer, and thereupon the Warrant Agent shall issue
      in
      exchange therefor one or more new Warrants as requested by the registered holder
      of the Warrants so surrendered, representing an equal aggregate number of
      Warrants; provided, however, that in the event that a Warrant surrendered for
      transfer bears a restrictive legend, the Warrant Agent shall not cancel such
      Warrant and issue new Warrants in exchange therefor until the Warrant Agent
      has
      received an opinion of counsel for the Company stating that such transfer may
      be
      made and indicating whether the new Warrants must also bear a restrictive
      legend.

     

    5.3 Fractional
      Warrants.
      The
      Warrant Agent shall not be required to effect any registration of transfer
      or
      exchange which will result in the issuance of a warrant certificate for a
      fraction of a warrant.

     

    5.4 Service
      Charges.
      No
      service charge shall be made for any exchange or registration of transfer of
      Warrants.

     

    5.5 Warrant
      Execution and Countersignature.
      The
      Warrant Agent is hereby authorized to countersign and to deliver, in accordance
      with the terms of this Agreement, the Warrants required to be issued pursuant
      to
      the provisions of this Section 5, and the Company, whenever required by the
      Warrant Agent, will supply the Warrant Agent with Warrants duly executed on
      behalf of the Company for such purpose.

     

    6. Redemption.

     


    
      
         

      

      
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    6.1 Redemption.
      Subject
      to Section 6.4 hereof, not less than all of the outstanding Warrants may be
      redeemed, at the option of the Company with the prior consent of Sunrise, at
      any
      time after they become exercisable and prior to their expiration, at the office
      of the Warrant Agent, upon the notice referred to in Section 6.2., at the
      price of $.01 per Warrant (“Redemption Price”), provided that the last sales
      price of the Common Stock has been at least $8.50 per share, on each of twenty
      (20) trading days within any thirty (30) trading day period ending on the third
      business day prior to the date on which notice of redemption is given and the
      weekly trading volume for the Common Stock has been at least 200,000 shares
      for
      each of the two calendar weeks before the notice of redemption is given. The
      provisions of this Section 6.1 may not be modified, amended or deleted
      without the prior written consent of Sunrise.

     

    6.2 Date
      Fixed for, and Notice of, Redemption.
      In the
      event the Company shall elect to redeem all of the Warrants, the Company shall
      fix a date for the redemption. Notice of redemption shall be mailed by first
      class mail, postage prepaid, by the Company not less than 30 days prior to
      the
      date fixed for redemption to the registered holders of the Warrants to be
      redeemed at their last addresses as they shall appear on the registration books.
      Any notice mailed in the manner herein provided shall be conclusively presumed
      to have been duly given whether or not the registered holder received such
      notice.

     

    6.3 Exercise
      After Notice of Redemption.
      The
      Warrants may be exercised in accordance with Section 3 of this Agreement at
      any time after notice of redemption shall have been given by the Company
      pursuant to Section 6.2. hereof and prior to the time and date fixed for
      redemption. On and after the redemption date, the record holder of the Warrants
      shall have no further rights except to receive, upon surrender of the Warrants,
      the Redemption Price.

     

    6.4 Outstanding
      Warrants Only.
      The
      Company understands that the redemption rights provided for by this
      Section 6 apply only to outstanding Warrants. To the extent a person holds
      rights to purchase Warrants, such purchase rights shall not be extinguished
      by
      redemption. However, once such purchase rights are exercised, the Company may
      redeem the Warrants issued upon such exercise provided that the criteria for
      redemption is met. The provisions of this Section 6.4 may not be modified,
      amended or deleted without the prior written consent of Sunrise.

     

    7. Other
      Provisions Relating to Rights of Holders of Warrants.

     

    7.1 No
      Rights as Stockholder.
      A
      Warrant does not entitle the registered holder thereof to any of the rights
      of a
      stockholder of the Company, including, without limitation, the right to receive
      dividends, or other distributions, exercise any preemptive rights to vote or
      to
      consent or to receive notice as stockholders in respect of the meetings of
      stockholders or the election of directors of the Company or any other
      matter.

     

    7.2 Lost,
      Stolen, Mutilated, or Destroyed Warrants.
      If any
      Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
      Agent may on such terms as to indemnity or otherwise as they may in their
      discretion impose (which shall, in the case of a mutilated Warrant, include
      the
      surrender thereof), issue a new Warrant of like denomination, tenor, and date
      as
      the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant
      shall
      constitute a substitute contractual obligation of the Company, whether or not
      the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any
      time
      enforceable by anyone.

     

    7.3 Reservation
      of Common Stock.
      The
      Company shall at all times reserve and keep available a number of its authorized
      but unissued shares of Common Stock that will be sufficient to permit the
      exercise in full of all outstanding Warrants issued pursuant to this
      Agreement.

     

    7.4 Registration
      of Common Stock.
      The
      Company agrees that prior to the commencement of the Exercise Period, it shall
      file with the Securities and Exchange Commission a post-effective amendment
      to
      the Registration Statement, or a new registration statement, for the
      registration, under the Act, of, and it shall take such action as is necessary
      to qualify for sale, in those states in which the Warrants were initially
      offered by the Company, the Common Stock issuable upon exercise of the Warrants.
      In either case, the Company will use its best efforts to cause the same to
      become effective and to maintain the effectiveness of such registration
      statement until the expiration of the Warrants in accordance with the provisions
      of this Agreement. The provisions of this Section 7.4 may not be modified,
      amended or deleted without the prior written consent of Sunrise.

     


    
      
         

      

      
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    8. Concerning
      the Warrant Agent and Other Matters.

     

    8.1 Payment
      of Taxes.
      The
      Company will from time to time promptly pay all taxes and charges that may
      be
      imposed upon the Company or the Warrant Agent in respect of the issuance or
      delivery of shares of Common Stock upon the exercise of Warrants, but the
      Company shall not be obligated to pay any transfer taxes in respect of the
      Warrants or such shares.

     

    8.2 Resignation,
      Consolidation, or Merger of Warrant Agent.

     

    8.2.1 Appointment
      of Successor Warrant Agent.
      The
      Warrant Agent, or any successor to it hereafter appointed, may resign its duties
      and be discharged from all further duties and liabilities hereunder after giving
      sixty (60) days’ notice in writing to the Company. If the office of the Warrant
      Agent becomes vacant by resignation or incapacity to act or otherwise, the
      Company shall appoint in writing a successor Warrant Agent in place of the
      Warrant Agent. If the Company shall fail to make such appointment within a
      period of 30 days after it has been notified in writing of such resignation
      or
      incapacity by the Warrant Agent or by the holder of the Warrant (who shall,
      with
      such notice, submit his Warrant for inspection by the Company), then the holder
      of any Warrant may apply to the Supreme Court of the State of New York for
      the
      County of New York for the appointment of a successor Warrant Agent at the
      Company’s cost. Any successor Warrant Agent, whether appointed by the Company or
      by such court, shall be a corporation organized and existing under the laws
      of
      the State of New York, in good standing and having its principal office in
      the
      Borough of Manhattan, City and State of New York, and authorized under such
      laws
      to exercise corporate trust powers and subject to supervision or examination
      by
      federal or state authority. After appointment, any successor Warrant Agent
      shall
      be vested with all the authority, powers, rights, immunities, duties, and
      obligations of its predecessor Warrant Agent with like effect as if originally
      named as Warrant Agent hereunder, without any further act or deed; but if for
      any reason it becomes necessary or appropriate, the predecessor Warrant Agent
      shall execute and deliver, at the expense of the Company, an instrument
      transferring to such successor Warrant Agent all the authority, powers, and
      rights of such predecessor Warrant Agent hereunder; and upon request of any
      successor Warrant Agent the Company shall make, execute, acknowledge, and
      deliver any and all instruments in writing for more fully and effectually
      vesting in and confirming to such successor Warrant Agent all such authority,
      powers, rights, immunities, duties, and obligations.

     

    8.2.2 Notice
      of Successor Warrant Agent.
      In the
      event a successor Warrant Agent shall be appointed, the Company shall give
      notice thereof to the predecessor Warrant Agent and the transfer agent for
      the
      Common Stock not later than the effective date of any such
      appointment.

     

    8.2.3 Merger
      or Consolidation of Warrant Agent.
      Any
      corporation into which the Warrant Agent may be merged or with which it may
      be
      consolidated or any corporation resulting from any merger or consolidation
      to
      which the Warrant Agent shall be a party shall be the successor Warrant Agent
      under this Agreement without any further act.

     

    8.3 Fees
      and Expenses of Warrant Agent.

     

    8.3.1 Remuneration.
      The
      Company agrees to pay the Warrant Agent reasonable remuneration for its services
      as such Warrant Agent hereunder and will reimburse the Warrant Agent upon demand
      for all expenditures that the Warrant Agent may reasonably incur in the
      execution of its duties hereunder.

     

    8.3.2 Further
      Assurances.
      The
      Company agrees to perform, execute, acknowledge, and deliver or cause to be
      performed, executed, acknowledged, and delivered all such further and other
      acts, instruments, and assurances as may reasonably be required by the Warrant
      Agent for the carrying out or performing of the provisions of this
      Agreement.

     

    8.4 Liability
      of Warrant Agent.

     

    8.4.1 Reliance
      on Company Statement.
      Whenever in the performance of its duties under this Warrant Agreement, the
      Warrant Agent shall deem it necessary or desirable that any fact or matter
      be
      proved or established by the Company prior to taking or suffering any action
      hereunder, such fact or matter (unless other evidence in respect thereof be
      herein specifically prescribed) may be deemed to be conclusively proved and
      established by a statement signed by the President or Chairman of the Board
      of
      the Company and delivered to the Warrant Agent. The Warrant Agent may rely
      upon
      such statement for any action taken or suffered in good faith by it pursuant
      to
      the provisions of this Agreement.

     


    
      
         

      

      
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    8.4.2 Indemnity.
      The
      Warrant Agent shall be liable hereunder only for its own negligence, willful
      misconduct or bad faith. The Company agrees to indemnify the Warrant Agent
      and
      save it harmless against any and all liabilities, including judgments, costs
      and
      reasonable counsel fees, for anything done or omitted by the Warrant Agent
      in
      the execution of this Agreement except as a result of the Warrant Agent’s
      negligence, willful misconduct, or bad faith.

     

    8.4.3 Exclusions.
      The
      Warrant Agent shall have no responsibility with respect to the validity of
      this
      Agreement or with respect to the validity or execution of any Warrant (except
      its countersignature thereof); nor shall it be responsible for any breach by
      the
      Company of any covenant or condition contained in this Agreement or in any
      Warrant; nor shall it be responsible to make any adjustments required under
      the
      provisions of Section 4 hereof or responsible for the manner, method, or
      amount of any such adjustment or the ascertaining of the existence of facts
      that
      would require any such adjustment; nor shall it by any act hereunder be deemed
      to make any representation or warranty as to the authorization or reservation
      of
      any shares of Common Stock to be issued pursuant to this Agreement or any
      Warrant or as to whether any shares of Common Stock will when issued be valid
      and fully paid and nonassessable.

     

    8.5 Acceptance
      of Agency.
      The
      Warrant Agent hereby accepts the agency established by this Agreement and agrees
      to perform the same upon the terms and conditions herein set forth and among
      other things, shall account promptly to the Company with respect to Warrants
      exercised and concurrently account for, and pay to the Company, all moneys
      received by the Warrant Agent for the purchase of shares of the Company’s Common
      Stock through the exercise of Warrants.

     

    9. Miscellaneous
      Provisions.

     

    9.1 Successors.
      All the
      covenants and provisions of this Agreement by or for the benefit of the Company
      or the Warrant Agent shall bind and inure to the benefit of their respective
      successors and assigns.

     

    9.2 Notices.
      Any
      notice, statement or demand authorized by this Warrant Agreement to be given
      or
      made by the Warrant Agent or by the holder of any Warrant to or on the Company
      shall be sufficiently given when so delivered if by hand or overnight delivery
      or if sent by certified mail or private courier service within five days after
      deposit of such notice, postage prepaid, addressed (until another address is
      filed in writing by the Company with the Warrant Agent), as
      follows:

     

    Fortress
      America Acquisition Corporation

    3
      Bethesda Metro Center, Suite 700

    Bethesda,
      MD 20814 

    Attn:
      C.
      Thomas McMillen, Chairman

     

    Any
      notice, statement or demand authorized by this Agreement to be given or made
      by
      the holder of any Warrant or by the Company to or on the Warrant Agent shall
      be
      sufficiently given when so delivered if by hand or overnight delivery or if
      sent
      by certified mail or private courier service within five days after deposit
      of
      such notice, postage prepaid, addressed (until another address is filed in
      writing by the Warrant Agent with the Company), as follows:

     

    Continental
      Stock Transfer & Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Compliance Department


    
      
         

      

      
        8

        
          

        

      

      
         

      

    


    with
      a
      copy in each case to:

     

    Squire,
      Sanders & Dempsey L.L.P.

    8000
      Towers Crescent Drive, 14th 

    Tysons
      Corner, VA 22182

    Attn:
      James J. Maiwurm, Esq.

     

    and

     

    Mintz,
      Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

    666
      Third
      Avenue

    New
      York,
      New York 10017

    Attn:
      Kenneth R. Koch, Esq.

     

    and

     

    Sunrise
      Securities Corp.

    641
      Lexington Avenue, 25th Floor

    New
      York,
      New York 10022

    Attn:
      Nathan Low

     

    9.3 Applicable
      law.
      The
      validity, interpretation, and performance of this Agreement and of the Warrants
      shall be governed in all respects by the laws of the State of New York, without
      giving effect to conflict of laws. The Company hereby agrees that any action,
      proceeding or claim against it arising out of or relating in any way to this
      Agreement shall be brought and enforced in the courts of the State of New York
      or the United States District Court for the Southern District of New York,
      and
      irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.
      The Company hereby waives any objection to such exclusive jurisdiction and
      that
      such courts represent an inconvenience forum. Any such process or summons to
      be
      served upon the Company may be served by transmitting a copy thereof by
      registered or certified mail, return receipt requested, postage prepaid,
      addressed to it at the address set forth in Section 9.2 hereof. Such
      mailing shall be deemed personal service and shall be legal and binding upon
      the
      Company in any action, proceeding or claim.

     

    9.4 Persons
      Having Rights under this Agreement.
      Nothing
      in this Agreement expressed and nothing that may be implied from any of the
      provisions hereof is intended, or shall be construed, to confer upon, or give
      to, any person or corporation other than the parties hereto and the registered
      holders of the Warrants and, for the purposes of Sections 3.3.5, 6.1, 6.4,
      7.4 and 9.2 hereof, Sunrise, any right, remedy, or claim under or by reason
      of
      this Warrant Agreement or of any covenant, condition, stipulation, promise,
      or
      agreement hereof. Sunrise shall be deemed to be a third-party beneficiary of
      this Agreement with respect to Sections 3.3.5, 6.1, 6.4, 7.4 and 9.2 hereof.
      All
      covenants, conditions, stipulations, promises, and agreements contained in
      this
      Warrant Agreement shall be for the sole and exclusive benefit of the parties
      hereto (and Sunrise with respect to the Sections 3.3.5, 6.1, 6.4, 7.4 and 9.2
      hereof) and their successors and assigns and of the registered holders of the
      Warrants.

     

    9.5 Examination
      of the Warrant Agreement.
      A copy
      of this Agreement shall be available at all reasonable times at the office
      of
      the Warrant Agent in the Borough of Manhattan, City and State of New York,
      for
      inspection by the registered holder of any Warrant. The Warrant Agent may
      require any such holder to submit his Warrant for inspection by it.

     

    9.6 Counterparts.
      This
      Agreement may be executed in any number of counterparts and each of such
      counterparts shall for all purposes be deemed to be an original, and all such
      counterparts shall together constitute but one and the same
      instrument.

     

    9.7 Effect
      of Headings.
      The
      Section headings herein are for convenience only and are not part of this
      Warrant Agreement and shall not affect the interpretation thereof.

     


    
      
         

      

      
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    IN
      WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto
      as
      of the day and year first above written.

     

    
      	 	 	 
	Attest	FORTRESS
              AMERICA
              ACQUISITION CORPORATION
	 
 	 
 	 
 
	 	By:  	         
              /s/ C. Thomas McMillen
	
              
 	
              
                

              

              Name: C.
                Thomas McMillen

              
                Title:  
                  Chairman

              

            


    

    
      
        	 	 	 
	Attest	CONTINENTAL
                STOCK
                TRANSFER  & TRUST COMPANY
	 
 	 
 	 
 
	 	By:  	         
                /s/ Steven Nelson
	
                
 	
                
                  

                

                Name: Steven
                  Nelson

                
                  Title:  
                    President

                

              


      

      
        
 

        
          
             

          

          
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