TABLE OF
CONTENTS

     

    Exhibit
4.1

    


    AMENDMENT
NO. 1 TO

    WARRANT
AGREEMENT

     

    This
Amendment No. 1 to the Warrant Agreement, dated as of October 29,
2009 (this “ Amendment
”), is entered into by and between Secure America Acquisition Corporation, a
Delaware corporation, with offices at 1005 North Glebe Road, Suite 550,
Arlington, VA 22201 (the “ Company ”), and Continental
Stock Transfer & Trust Company, a New York corporation, with offices at 17
Battery Place, New York, New York 10004 (the “ Warrant Agent ”).

     

    1. Reference to
Warrant Agreement; Definitions . Reference is made to the Warrant
Agreement dated as of October 23, 2007, by and between the Company and the
Warrant Agent (the “ Agreement ”) and,
specifically, to Section 9.8 thereof entitled, “Amendments.” Terms defined in
the Agreement and not otherwise defined herein are used herein with the meanings
so defined.

     

    2. Amendments to
Agreement . The Agreement is hereby amended as follows:

     

    a. The
term “ Warrant Price, ”
as defined in the Agreement, is hereby amended by deleting “$5.25” and replacing
it with “$8.80,” such that section 3.1 of the Agreement entitled, “Warrant
Price,” shall read as follows:

     

    3.1 Warrant Price . Each Warrant
shall, when countersigned by the Warrant Agent, entitle the registered holder
thereof, subject to the provisions of such Warrant and of this Warrant
Agreement, to purchase from the Company the number of shares of Common Stock
stated therein, at the price of $8.80 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; provided, however, that any such reduction shall apply
equally to all of the Warrants and, provided further, that any reduction in the
Warrant Price must remain in effect for at least twenty (20) business
days.

     

    b. By
deleting section 3.2 of the Agreement entitled, “ Duration of Warrants ,” in
its entirety and replacing it instead with the following new section
3.2:

     

    3.2 Duration of Warrants . A
Warrant may be exercised only during the period (“ Exercise Period ”) commencing
on the consummation by the Company of a merger, capital stock exchange, asset
acquisition, stock purchase or other similar business combination, as described
more fully in the Company’s Registration Statement (a “ Business Combination ”), and
terminating at 5:00 p.m., New York City time on the earlier to occur of (x)
October 29, 2013 or (y) the date fixed for redemption of the
Warrants, if any, as provided in Section 6 of this Agreement (the “ 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 5:00 p.m. New York City time on the
Expiration Date. The Company in its sole discretion may extend the duration of
the Warrants by delaying the Expiration Date.

     

    c.
Section 6.1 of the Agreement entitled, “ Redemption ,” is hereby
amended by deleting the reference to “$11.50” and replacing it with “$15.05,”
such that section 6.1 of the Agreement shall read as follows:

     

    6.1 Redemption . Not less than
all of the outstanding Warrants may be redeemed, at the option of the Company,
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 $0.01 per Warrant (“ Redemption Price ”), provided
that the reported last sale price of the Common Stock has been equal to or
greater than $15.05 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. Notwithstanding anything herein to
the contrary, no Founder Warrants shall be redeemable so long as such Founder
Warrant is held by Founder or one of its members as of the date of this
Agreement. The provisions of this Section 6.1 may not be modified, amended or
deleted without the prior written consent of SunTrust.


    
      
         


      

      
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    TABLE OF
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    3. Miscellaneous
.. Except as otherwise set forth herein, the Agreement shall remain in full force
and effect without change or modification. This Amendment may be executed in any
number of counterparts, all of which together shall constitute one instrument,
and shall bind and inure to the benefit of the parties and their respective
successors and assigns.

     

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


    
      
         


      

      
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    TABLE OF
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    IN
WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to the
Warrant Agreement as of the day and year first written above.

     

    SECURE
AMERICA ACQUISITION
CORPORATION

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    By: 

                                  	

                                    /s/
      C. Thomas McMillen

                                  
	 
      	
                                    Name:  

                                  	C.
      Thomas McMillen
	 
      	
                                    Title:

                                  	

                                    Co-Chief
      Executive Officer

                                  
	 
	
                                    CONTINENTAL
      STOCK TRANSFER & TRUST 
COMPANY     

                                  
	 
	
                                    By: 

                                  	/s/
      Michael G. Mullings
	 
      	
                                    Name:

                                  	Michael
      G. Mullings
	 
      	
                                    Title:

                                  	Vice
      President


                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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