Unassociated Document


    STOCK
PURCHASE AGREEMENT

     

    STOCK
PURCHASE AGREEMENT (this “Agreement”) made as of
this ____ day of October, 2009 by and among Secure America Acquisition
Corporation, a Delaware corporation (“Secure”), and Ultimate Escapes
Holdings, LLC, a Delaware limited liability company (the “Target”), on the one hand, and
the signatory on the execution page hereof (“Seller”), on the other, and
solely for the purposes of Sections 4(d), 7 and
8 hereof, C. Thomas McMillen (“McMillen”), Ultimate and
Harvey L. Weiss, jointly and severally  (“Weiss,” and together with
McMillen and Ultimate, the “Insiders”).

     

    WHEREAS,
Secure was organized for the purpose of acquiring, or acquiring control of,
through a merger, capital stock exchange, asset acquisition or other similar
business combination, one or more domestic or international operating businesses
in the homeland security industry, but not businesses that design, build or
maintain mission-critical facilities (“Business
Combination”);

     

    WHEREAS,
Secure consummated an initial public offering in October 2007 (“IPO”) in connection with which
it raised gross proceeds of approximately $80 million, a significant portion of
which was placed in a trust account maintained by Continental Stock Transfer and
Trust Company pending the consummation of a Business Combination, or the
dissolution and liquidation of Secure in the event it is unable to consummate a
Business Combination on or prior to October 29, 2009;

     

    WHEREAS,
Secure has entered into an agreement pursuant to which, among other things, (i)
it will contribute cash to Ultimate, in exchange for membership units of the
Target (the “Acquisition”); and (ii) the
owners of Target immediately prior to the Acquisition will be able to exchange
their membership units of Target for shares of Secure’s common stock, pursuant
to the Contribution Agreement, dated as of September 2, 2009 (the “Contribution Agreement”), by
and among Secure, Ultimate Resort Holdings, LLC, the Target and the member
representative of the Target, and the Amended and Restated Operating Agreement
of the Target to be entered into upon the consummation of the transactions
contemplated by the Contribution Agreement;

     

    WHEREAS,
the approval of the Acquisition is contingent upon, among other things, the
affirmative vote of holders of a majority of the outstanding common shares of
Secure which are present and entitled to vote at the special meeting called to
approve the Acquisition;

     

    WHEREAS,
pursuant to certain provisions in Secure’s certificate of incorporation, a
holder of shares of Secure’s common stock issued in the IPO (the “Public Shares”) may, if it
votes against the Acquisition, demand that Secure convert such Public Shares
into cash (which terms of such certificate of incorporation are the subject of a
proposal in the Company’s proxy statement to be amended to provide that a holder
of Public Shares may vote in favor or against the Transaction and properly
demand that Secure convert such Public Shares into cash)  (“Conversion
Rights”);

     

    WHEREAS,
the Acquisition cannot be consummated if holders of 30% or more of the Public
Shares vote against the Acquisition and exercise their Conversion Rights;
and

     

    WHEREAS,
Seller has agreed to sell to Secure and Secure has agreed to purchase from
Seller the common shares set forth on the execution page of this Agreement
(“Shares”) for the
purchase price per share set forth therein (“Purchase Price Per Share”) and
for the aggregate purchase price set forth therein (“Aggregate Purchase
Price”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NOW,
THEREFORE, for and in consideration of the mutual covenants hereinafter set
forth and other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the parties hereby agree as follows:

     

    1.     
     Purchase.  Seller
hereby agrees to sell to Secure and Secure hereby agree to purchase from Seller
at the Closing (as defined in Section 4(c)) the
Shares at the Purchase Price Per Share, for the Aggregate Purchase
Price.

     

    2.       
   Agreement
not to Convert; Appointment of Proxy and Attorney-in-Fact.  In
further consideration of the Aggregate Purchase Price, provided that the
representations and warranties made by Secure in Section 6 hereof are
true and correct on the date of the stockholder meeting in connection with the
approval of the Acquisition with the same effect as though made on such date and
Secure has complied in all material respects with its obligations set forth in
this Agreement through such date, Seller hereby represents that it has not, and
agrees that it will not, exercise its Conversion Rights or, if it has already
exercised its Conversion Rights, it hereby withdraws and revokes such exercise
and will execute all necessary documents and take all actions required in
furtherance of such revocation.  Seller acknowledges that the record
date to vote on the proposals set forth in the proxy statement (the “Proxy Statement”) filed by
Secure with the Securities and Exchange Commission (the “SEC”) has
passed.  Accordingly, solely with respect to the vote for the
Acquisition and the other proposals set forth in the Proxy Statement, Seller
hereby irrevocably appoints C. Thomas McMillen and Harvey L. Weiss, and each of
them, each with full power of substitution, as its proxy and attorney-in-fact,
to the full extent of Seller’s rights with respect to the Shares (and any and
all other shares or securities or rights issued or issuable in respect thereof)
to vote in such manner as each such person or his substitute shall in his sole
discretion deem proper, and to otherwise act (including, without limitation,
acting by written consent) with respect to all the Shares at any meeting of
stockholders (whether annual or special and whether or not an adjourned meeting)
of Secure held on or prior to October 29, 2009.  This proxy is coupled
with an interest in the Shares and is irrevocable.  Execution by
Seller of this Agreement shall revoke, without further action, all prior proxies
granted by Seller at any time with respect to the Shares (and such other shares
or other securities) and no subsequent proxies will be given by Seller (and if
given will be deemed not to be effective), provided that the representations and
warranties made by Secure in Section 6 hereof are
true and correct on the date of the stockholder meeting in connection with the
approval of the Acquisition with the same effect as though made on such date and
Secure has complied in all material respects with its obligations set forth in
this Agreement through such date.

     

    3.    
      No Right
to Additional Shares.  Seller hereby acknowledges that, by
virtue of the sale hereunder, Seller will no longer be a stockholder of Secure,
and the Shares shall be cancelled automatically, shall cease to exist and shall
represent only the right to receive the Aggregate Purchase Price therefore in
accordance with the terms of this Agreement.  Additionally, Secure and
Seller hereby agree and acknowledge that this provision is material to this
Agreement and a significant consideration in Secure’s willingness to enter into
this Agreement.  Notwithstanding the foregoing, such waiver shall not
be effective in the event that Seller does not receive the Aggregate Purchase
Price pursuant to the terms of this
Agreement.    

     

    4.    
      Closing
Matters.

     

    (a)      
    By no later than one business day of the date of
this Agreement, (i) Seller shall provide Secure with a true and correct copy of
the voting instruction form with respect to the Shares held by Seller indicating
the financial institution through which such shares are held and the control
number provided by Broadridge Financial Solutions (or other similar service
provider) regarding the voting of the Shares or written confirmation of such
information as would appear on the voting instruction form; and (ii) Secure
shall send the notice attached as Annex I hereto to
Continental.

     

    
      
        
        

      

      
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    (b)           Prior
to the closing of the Acquisition, Seller shall deliver or cause to be delivered
to Secure appropriate instructions for book entry transfers of ownership of the
Shares from Seller to Secure.

     

    (c)           The
closing of the purchase and sale of the Shares (“Closing”) will occur on the
date on which Secure’s Trust Account is liquidated in connection with the
consummation of the Acquisition, which shall occur no later than 11:59 p.m.
eastern time on October 29, 2009 (the “Closing Date”).  At
the Closing, Secure shall pay Seller the Aggregate Purchase Price by wire
transfer from Secure’s Trust Account of immediately available funds in
accordance with the Irrevocable Instructions attached as Annex I hereto to an
account specified by Seller and Seller shall deliver the Shares to Secure
electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal at
Custodian) System to an account specified by Secure.  It shall be a
condition to the obligation of Secure on the one hand, and Seller on the other
hand, to consummate the transfer of the Shares contemplated hereunder that such
other party’s representations and warranties are true and correct on the Closing
Date with the same effect as though made on such date, unless waived in writing
by the party to whom such representations and warranties are made.

     

    (d)           In
the event that the Acquisition is not consummated by 11:59 p.m. eastern time on
October 29, 2009 and Secure has not dissolved and liquidated its assets by
November 9, 2009, then Secure shall pay to Seller in immediately available
funds, until Secure liquidates and distributes its assets to its stockholders,
an amount equal to the lesser of (i) 4.0% of the Purchase Price Per Share per
month (pro-rated on a daily basis based on the date when payment is required and
the date such payment is made) or (ii) the highest lawful rate, for each Share
held by Seller from the date such payment was required to be made through the
date such payment is actually made.  Secure agrees to promptly
dissolve and liquidate and distribute its assets in accordance with Delaware law
if the Acquisition is not consummated by 11:59 p.m. eastern time on October 29,
2009.

     

    (e)           In
the event that the Acquisition is consummated and Seller has not received the
Aggregate Purchase Price by October 30, 2009, then Secure shall pay to Seller in
immediately available funds an amount equal to the lesser of (i) 4.0% of the
Purchase Price Per Share per month (pro-rated on a daily basis based on the date
when payment is required and the date such payment is made) or (ii) the highest
lawful rate, for each Share held by Seller from the date such payment was
required to be made through the date such payment is actually made.

     

    5.           Representations
and Warranties of the Seller.  Seller makes the following
representations and warranties to and for the benefit of Secure on the date
hereof and on the Closing.

     

    (a)           Sophisticated
Seller.  Seller is sophisticated in financial matters and is
able to evaluate the risks and benefits attendant to the sale of Shares to
Secure.

     

    (b)           Independent
Investigation.  Seller, in making the decision to sell the
Shares to Secure, has not relied upon any oral or written representations or
assurances from Secure or any of its officers, directors or employees or any
other representatives or agents, except as are contained in this
Agreement.  Seller has had access to all of the filings made by Secure
with the SEC, pursuant to the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and the
Securities Act of 1933, as amended (the “Securities Act”) in each case
to the extent available publicly via the SEC’s Electronic Data Gathering,
Analysis and Retrieval system.

     

    
      
        
        

      

      
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    (c)           Authority.  This
Agreement has been validly authorized, executed and delivered by Seller and,
assuming the due authorization, execution and delivery thereof by all other
parties hereto, is a valid and binding agreement enforceable in accordance with
its terms, subject to the general principles of equity and to bankruptcy or
other laws affecting the enforcement of creditors’ rights
generally.  The execution, delivery and performance of this Agreement
by Seller does not and will not conflict with, violate or cause a breach of,
constitute a default under, or result in a violation of (i) any agreement,
contract or instrument to which Seller is a party which would prevent Seller
from performing its obligations hereunder or (ii) any law, statute, rule or
regulation to which Seller is subject.

     

    (d)           No Legal
Advice from Secure.  Seller acknowledges that it has had the
opportunity to review this Agreement and the transactions contemplated by this
Agreement with Seller’s own legal counsel and investment and tax
advisors.  Seller is not relying on any statements or representations
of Secure or any of its representatives or agents for legal, tax or investment
advice with respect to this Agreement or the transactions contemplated by the
Agreement.

     

    (e)           Ownership
of Shares.  Seller is the legal and beneficial owner of the
Shares and will transfer to Secure on the Closing Date good title to the Shares
free and clear of any liens, claims, security interests, options, charges or any
other encumbrance whatsoever, except as otherwise agreed to in writing with
Secure.  To its knowledge, Seller has the sole right to exercise
Conversion Rights with respect to the Shares.

     

    (f)           Number of
Shares.  The Shares being transferred pursuant to this
Agreement represent all the common stock owned by Seller as of the date
hereof.

     

    (g)           Aggregate
Purchase Price Negotiated.  Seller represents that both the
amount of Securities and the Aggregate Purchase Price were negotiated figures by
the parties and that the terms and conditions by the parties of this Agreement
may differ from arrangements entered into with other holders of Secure’s common
stock.

     

    6.           Representations,
Warranties and Covenants of Secure.  Secure makes the following
representations, warranties and covenants to and for the benefit of Seller on
the date hereof and on the Closing.

     

    (a)           Sophisticated
Buyer.  Secure is sophisticated in financial matters and is
able to evaluate the risks and benefits attendant to the purchase of Shares from
Seller.

     

    (b)           Independent
Investigation.  Secure, in making the decision to purchase the
Shares from Seller, has not relied upon any oral or written representations or
assurances from Seller or any of its officers, directors, partners or employees
or any other representatives or agents of Seller, except as are contained in
this Agreement.

     

    (c)           Authority.  This
Agreement has been validly authorized, executed and delivered by Secure and,
assuming the due authorization, execution and delivery thereof by all other
parties hereto, is a valid and binding agreement of Secure, enforceable against
Secure in accordance with its terms, subject to the general principles of equity
and to bankruptcy or other laws affecting the enforcement of creditors’ rights
generally.  The execution, delivery and performance of this Agreement
by Secure does not and will not conflict with, violate or cause a breach of,
constitute a default under, or result in a violation of (i) any agreement,
contract or instrument to which Secure is a party which would prevent Secure
from performing its obligations hereunder or (ii) any law, statute, rule or
regulation to which Secure is subject.

     

    
      
        
        

      

      
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    (d)           No Legal
Advice from Seller.  Secure acknowledges that it has had the
opportunity to review this Agreement and the transactions contemplated by this
Agreement with Secure’s own legal counsel and investment and tax
advisors.  Secure is relying solely on such counsel and advisors and
not on any statements or representations of Seller or any of its representatives
or agents for legal, tax or investment advice with respect to this Agreement or
the transactions contemplated by this Agreement.

     

    (e)           Organization.  Secure
has been duly organized and is validly existing under the laws of its
jurisdiction of organization, with all requisite power and authority to enter
into this Agreement, to carry out the provisions and conditions hereof, and to
consummate the transactions contemplated hereby.

     

    (f)           Liabilities.  Secure
(i) has no liabilities, obligations, guarantees or commitments of any nature
whatsoever, asserted or unasserted, known or unknown, absolute or contingent,
accrued or unaccrued, matured or unmatured or otherwise (“Liabilities”) other than those
reflected on the Schedule of
Liabilities attached hereto, and (ii) has no outstanding Liabilities that
are not subject to an effective waiver of claims against the Trust Account,
except those Liabilities set forth on such Schedule of
Liabilities and indicated as “unwaived,” which Schedule of
Liabilities includes all Liabilities that resulted from, and potential
Liabilities that could result from, target businesses, vendors and service
providers that have not waived any claims against the Trust
Account.

     

    (g)           Title and
Liens.  (i)
Secure has good title to the Trust Account and all assets in, or credited to, in
the Trust Account, and (ii) the Trust Account, together with all assets in, or
credited to, the Trust Account, are free and clear of any security interest,
mortgage, pledge, lien, charge, encumbrance, title retention agreement or
analogous instrument or device (a “Lien”), other than the Lien in
favor of Continental for the customary fees and expenses of Continental incurred
in connection with the administration of the Trust Account, and (iii) Secure has
not and will not create, incur, or suffer to exist any Lien on the Trust Account
or any asset in or credited to the Trust Account, whether arising by contract or
agreement or under law.

     

    (h)           Waivers
of Claims Against Trust Account.  Except as otherwise disclosed
on the Schedule of
Liabilities described in Section 6(f) above,
Secure has not obtained, and agrees that it will not obtain, the services of any
vendor or service provider unless and until such vendor or service provider
acknowledges in writing that it does not have any right, title, interest or
claim of any kind in or to any monies, securities, or other assets of the Trust
Account and waives any claim it may have in the future as a result of, or
arising out of, any negotiations, contracts or agreements with Secure and will
not seek recourse against the Trust Account for any reason whatsoever; provided
that the foregoing shall not apply to Secure’s independent
accountants.  In addition, the waiver of claims against the Trust
Account agreed to by Secure in the Purchase Agreements shall remain in full
force and effect.

     

    (i)           Future
Indebtedness.        Secure
agrees that it shall not incur any Indebtedness (as defined below) in excess of
$5,000 in the aggregate, other than Indebtedness listed on Schedule I attached
hereto, without the prior written consent of Seller prior to the Closing. “Indebtedness” means (i)
indebtedness for borrowed money or the deferred price of property, goods or
services (other than trade and other payables incurred in the ordinary course of
business), such as reimbursement and other obligations for surety bonds and
letters of credit, (ii) obligations evidenced by notes, bonds, debentures or
similar instruments, (iii) capital lease obligations, (iv) the net obligations
of Secure under derivative transactions (including, but not limited to, under
swap agreements) or commodity transactions, and (v) any other operating expenses
or other obligations incurred by Secure; and (vi) obligations of Secure under a
guarantee of debt of others of the kinds referred to in clauses (i) through
(v) above. Notwithstanding anything to the contrary in this Agreement,
“Indebtedness” shall not
mean or include (i) any contracts or arrangements of Secure to purchase
additional shares of its common stock using proceeds held in the Trust Account,
(ii) any taxes owed to any federal, state or local taxing authority and (iii)
the payment of any Conversion Rights.   The Indebtedness set
forth on Schedule
I shall be subordinated in payment and performance to the obligation to
pay Seller pursuant to this Agreement in a manner reasonably acceptable to
Seller.

     

    
      
        
        

      

      
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    (j)           Trust
Account.  Secure confirms that at least $79,451,058 (less any taxes
owed) is held in the Trust Account as of the date hereof.  Secure
covenants that the value of the Trust Account, as of any date of determination,
shall not be less than $7.94 (less any taxes owed) per Share and shall grant
Seller view-only Internet access to the Trust Account to confirm such
value.

     

    (k)           Irrevocable
Instructions to Continental.  Upon execution of this Agreement,
Secure is delivering the Irrevocable Instructions attached as Annex 1 to
Continental requiring that no funds be released from the Trust Account unless
the amounts released from the Trust Account are used to pay in full the amount
due to the Seller under this Agreement prior to release of any fund from the
Trust Account to Secure or any other party and Continental has acknowledged and
agreed to such Irrevocable Instructions. Seller hereby agrees and consents to
the terms of such irrevocable instruction letter. Secure shall deliver a copy of
such Irrevocable Instructions to Seller upon execution of this
Agreement.  Secure agrees that it will not enter into an agreement for
a replacement of Continental as trustee in connection with the Trust Account
unless and until Secure, such substitute trustee, and any other required
signatory shall first deliver to the Seller fully executed Irrevocable
Instructions substantially in the form attached as Annex 1 hereto
together with all others instructions executed by Continental and Secure in
connection with transfer of any funds in the Trust Account.  Upon the
replacement of Continental, all references herein to Continental will be to the
substitute trustee.  Neither Secure shall provide, nor the Insiders
shall cause Secure to provide, any instructions with respect to the distribution
of the Trust Account that are different from the Irrevocable Instructions
without the consent of Seller and all signatories to the Irrevocable
Instructions; provided, however, upon written
confirmation of Trustee’s compliance with the irrevocable instruction letter and
payment of the Aggregate Purchase Price to Seller, Secure may liquidate the
Trust Account without further regard to this letter or such irrevocable
instructions.

     

    (l)           Investments.
From the date of this Agreement until all amounts due to the Seller are paid,
Secure agrees to invest the monies in the Trust Account in a money market fund
invested in United States “government securities” within the meaning of Section
2(a)(16) of the Investment Company Act of 1940.

     

    (m)           Filings.
None of the filings and reports made by Secure with the SEC and available on the
SEC’s EDGAR system, as of their respective filing dates, will contain any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

     

    7.           Representations,
Warranties and Covenants of the Target and the Insiders.  Each
Insider and the Target, where applicable, hereby makes the following
representations, warranties and covenants to and for the benefit of Seller on
the date hereof and on the Closing.

     

    (a)           The
execution, delivery and performance of this Agreement by such Insider and the
target is a legal, valid and binding agreement of such Insider or Ultimate,
enforceable against such Insider or Ultimate in accordance with its terms,
subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors’ rights and
remedies generally and subject, as to enforceability, to general principles of
equity, including principles of commercial reasonableness, good faith and fair
dealing (regardless of whether enforcement is sought in a proceeding at law or
in equity).

     

    
      
        
        

      

      
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    (b)           None
of the Target or any Insider will take any action or give any instructions that
would result in Secure breaching this Agreement.

     

    8.           Indemnification.

     

    (a)           In
the event that the Aggregate Purchase Price is not fully paid to Seller at (a)
the Closing or (b) if the Acquisition is not consummated, upon the liquidation
of Secure while Seller owns any Shares, Secure, the Target and each of the
Insiders hereby agree, jointly and severally, to indemnify and hold harmless
Seller against any loss incurred in an amount equal to the difference between
(i) the sum of the Aggregate Purchase Price and the Reimbursable Expenses (as
defined in Section
11 hereof), minus (ii) the amount received by Seller from Secure, plus
any default payments incurred pursuant to Sections 4(d) and
4(e) hereof. Secure, the Target and the Insiders agree, jointly and
severally, to pay any and all costs, fees and expenses (including counsel fees
and expenses) incurred by Seller in enforcing its rights under this Section
8(a).

     

    (b)           Secure,
the Target and the Insiders (together with their successors) hereby agree,
jointly and severally, to indemnify and hold harmless Seller and each of its
partners, principals, members, officers, directors, employees, agents,
representatives and affiliated or managed funds from and against any and all
losses, claims, damages, liabilities and expenses, joint or several, of any kind
or nature whatsoever, and any and all actions, inquiries, proceedings and
investigations in respect thereof (including any proceeding by any government
subdivision and any claim by any former or current securityholder
of  Secure), whether pending or threatened, to which any such party
may become subject, arising in any manner out of or in connection with this
Agreement or the transactions contemplated herein to the fullest extent
permitted under applicable law, regardless of whether any of such parties is a
party hereto, and immediately upon request reimburse such party for such party’s
legal and other expenses as they are incurred in connection with investigating,
preparing, defending, paying, settling or compromising any such action, inquiry,
proceeding or investigation (including, without limitation, usual and customary
per diem compensation for any such party’s involvement in discovery proceedings
or testimony); provided that Secure, the Target and the Insiders shall not be
liable for any such loss, liability, claim, damage or expense resulting from
actions taken by Seller in bad faith or as a result of its gross negligence or
willful misconduct.

     

    9.           Termination
of Purchase Obligation.  The obligation of
Seller and Secure to sell and purchase, respectively, the Shares under this
Agreement shall become null and void and of no force and effect upon the earlier
of (i) the termination of the Purchase Agreement or abandonment of the
Acquisition or (ii) 11:59 p.m. eastern time on October 29, 2009 if the
Acquisition has not been consummated by such date.  Notwithstanding
any provision in this Agreement to the contrary, Secure’s obligation to purchase
the Shares from Seller and Seller’s obligation to sell the Shares to Secure
shall be conditioned on the consummation of the Acquisition.

     

    10.           Covenant
of Seller.  After the execution of this Agreement and prior to
Closing, Seller shall not acquire any common stock, warrants or other securities
of Secure or effect any derivative transactions with respect
thereto.

     

    11.           Expenses.  All
costs and expenses incurred in connection with the transactions contemplated by
this Agreement, including, without limitation, legal fees and expenses and all
other out-of-pocket costs and expenses of third parties incurred by a party in
connection with the negotiation and effectuation of the terms and conditions of
this Agreement and the transactions contemplated thereby, shall be the
obligation of the respective party incurring such fees and expenses; provided
that Secure shall pay up to $25,000 of the documented costs and expenses
incurred by Seller in connection with the transactions contemplated by this
Agreement (the “Reimbursable
Expenses”).

     

    
      
        
        

      

      
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    12.           Counterparts;
Facsimile.  This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same
instrument.  This Agreement or any counterpart may be executed via
facsimile or electronic transmission, and any such executed facsimile or
electronic copy shall be treated as an original.

     

    13.           Governing
Law.  This Agreement shall for all purposes be deemed to be
made under and shall be construed in accordance with the laws of the State of
New York.  Each of the parties 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.  Each of the parties hereby waives any objection to such
exclusive jurisdiction and that such courts represent an inconvenient forum and
irrevocably waives trial by jury.

     

    14.           Remedies.  Each
of the parties hereto acknowledges and agrees that, in the event of any breach
of any covenant or agreement contained in this Agreement by the other party,
money damages may be inadequate with respect to any such breach and the
non-breaching party may have no adequate remedy at law.  It is
accordingly agreed that each of the parties hereto shall be entitled, in
addition to any other remedy to which they may be entitled at law or in equity,
to seek injunctive relief and/or to compel specific performance to prevent
breaches by the other party hereto of any covenant or agreement of such other
party contained in this Agreement.

     

    15.           Binding
Effect; Assignment.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective legal
representatives, successors and permitted assigns.  This Agreement
shall not be assigned by either party without the prior written consent of the
other party hereto, except that Seller may assign any of its rights and
interests to any person or entity, provided that the performance required of
Seller hereunder will not be impaired.

     

    16.           Headings.  The
descriptive headings of the Sections hereof are inserted for convenience only
and do not constitute a part of this Agreement.

     

    17.           Entire
Agreement; Changes in Writing.  This Agreement constitutes the
entire agreement among the parties hereto and supersedes and cancels any prior
agreements, representations, warranties, whether oral or written, among the
parties hereto relating to the transaction contemplated
hereby.  Neither this Agreement not any provision hereof may be
changed or amended orally, but only by an agreement in writing signed by the
other party hereto.

     

    18.           Maximum
Payments.  Nothing contained herein shall be deemed to
establish or require the payment of a rate of interest or other charges in
excess of the maximum rate permitted by applicable law.  In the event
that the rate of interest required to be paid or other charges hereunder exceed
the maximum rate permitted by applicable law, any payments in excess of such
maximum rate shall be credited against amounts owed by Secure, the Target or the
Insiders to the Seller and thus refunded to Secure, the Target or the Insiders,
as applicable.

     

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

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set
forth on the first page of this Agreement.

     

    
      
        	
                SECURE
      AMERICA ACQUISITION CORPORATION

              
	 
      	 
      
	
                By:

              	
                 

              
	
                Name:
      C. Thomas McMillen

              
	
                Title:
      Co-Chief Executive Officer

              
	 
      	 
      
	
                VICTORY
      PARK CREDIT OPPORTUNITIES MASTER FUND, LTD.

              
	
                By:  Victory
      Park Capital Advisors, LLC, its investment manager

              
	 
      	 
      
	
                By:

              	
                 

              
	
                Name:
      Scott R. Zemnick

              
	
                Title:
      General Counsel

              


      

    

     

    
      
        
          	
                  Address:

                
	
                  227
      West Monroe Street, Suite 3900

                
	
                  Chicago,
      Illinois 60606

                
	 
      
	
                  The
      undersigned joins as parties to the foregoing Agreement for the limited
      purposes provided in Sections 4(d), 7 and
      8 of the Agreement:

                
	 
      
	
                   

                
	
                  C.
      Thomas McMillen

                
	 
      
	
                   

                
	
                  Harvey
      L. Weiss

                


        

      

    

    


    
      
        	
                ULTIMATE
      ESCAPES HOLDINGS, LLC

              
	 
      	 
      
	
                By:

              	
                 

              
	
                Name:
      James Tousignant

              
	
                Title:
      President and Chief Executive
Officer

              


      

    

    


    Purchase
Price Per Share: $________________

    Number
of Shares:   Up to _________________

    Aggregate
Purchase Price:  $_______________