LETTERHEAD OF FORTRESS INTERNATIONAL GROUP, INC.] February 28, 2010
[LETTERHEAD
OF FORTRESS INTERNATIONAL GROUP, INC.]
February
28, 2010
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Severna
Park, Maryland 21146
Re: Conversion of
Debt
Dear
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This
letter agreement addresses the conversion of a portion of the principal balance
of the indebtedness owed to you by Fortress International Group, Inc. (the
“Company”)
pursuant to that certain Convertible Promissory Note, dated January 19, 2007, as
amended by that certain Agreement, dated August 26, 2008, and as further amended
by that certain Amendment to Convertible Promissory Note, of even date herewith
(collectively, the “Note”). All
capitalized terms not otherwise defined in this letter shall have the meanings
assigned to them in the Note.
The
Company hereby agrees to issue to you, as payment for certain principal amounts
due under the Note, Six Hundred Twenty-Five Thousand (625,000) shares of the
Company’s common stock (the “Shares”) for a per
share price of Two Dollars ($2.00). The Company and you agree that,
upon delivery of the Shares, One Million Two Hundred Fifty Thousand Dollars
($1,250,000) of the principal balance due under the Note shall be deemed paid
and discharged in full; provided, however, that the remaining principal balance
due under the Note in the amount of Two Million Seven Hundred Fifty Thousand
Dollars ($2,750,000), and a portion of the accrued interest (which shall be
treated as principal beginning January 1, 2011), shall remain outstanding and
shall be paid by the Company pursuant to the terms and conditions of the
Note.
Upon your
acceptance of the terms and conditions set forth in this letter, and your
confirmation of the representations and warranties herein, the Company will
issue to you a certificate, duly executed by the authorized officers of the
Company, for the Shares.
You
represent and warrant to the Company that (i) you are an “Accredited Investor”
as such term is defined in Rule 501 of Regulation D promulgated under the
Securities Act of 1933, as amended (the “Securities Act”);
(ii) you are acquiring the Shares solely for investment, solely for your own
account, not for the account of any other person, and not for distribution,
assignment or resale to others, and no other person has a direct or indirect
beneficial interest in any Shares so acquired; (iii) you will not take or cause
to be taken any action that would cause you to be deemed an underwriter of the
Shares as defined in Section 2(11) of the Securities Act; and (iv) you have
made no contract, undertaking, agreement or arrangement, and you have no plan to
enter into any contract, undertaking, agreement or arrangement, to sell,
transfer or pledge the Shares to any other person or entity.
You
acknowledge that the Shares have not been registered under the Securities Act,
or under the securities laws of any state (the “State Acts”), and are
being issued to you pursuant to exemptions therefrom for nonpublic offerings in
reliance upon, among other things, the representations and warranties made by
you herein, and a breach of such representations and warranties could cause the
Company to not qualify for such exemptions. Any assignment, sale,
transfer, exchange, hypothecation or other disposition of the Shares (whether
for consideration or otherwise), in whole or in part, may be made by you only if
registered under the Securities Act and the State Acts, or, if in the opinion of
counsel to the Company, an exemption from such registration is
available.
The
Company acknowledges that the Shares are considered “Registrable Securities”
under and as defined in that certain Registration Rights Agreement, dated
January 19, 2007, among the Company, you, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and Evergreen
Capital LLC.
All
questions concerning the construction, validity, and interpretation of this
letter agreement and the performance of the obligations imposed by this letter
agreement will be governed by the laws of the State governing the Note, without
reference to any conflict of laws rules that would apply the laws of another
jurisdiction. This letter agreement may be executed in multiple
counterparts, all of which taken together shall constitute one and the same
agreement, and delivered by facsimile transmission or e-mail delivery of a .pdf
format data file.
The
parties hereby signify their assent to the terms of this letter agreement by
signing below.
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Sincerely,
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By:
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Chief
Executive
Officer
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AGREED
TO AND ACCEPTED
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THIS
28th
DAY OF FEBRUARY, 2010:
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