AMENDED
AND RESTATED

     

    OPERATING
AGREEMENT

     

    OF

     

    ULTIMATE
ESCAPES HOLDINGS, LLC

     

    Dated
as of October 29, 2009


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    


    
      
        
          	 
      	 
      	
                  Page

                
	 
      	 
      
	
                  Article
      I FORMATION AND CONTINUATION OF THE COMPANY

                	
                  2

                
	 
      	 
      	 
      
	
                  Section
      1.1.

                	
                  Formation
      and Continuation of the Company

                	
                  2

                
	
                  Section
      1.2.

                	
                  Name

                	
                  2

                
	
                  Section
      1.3.

                	
                  Business
      of the Company

                	
                  2

                
	
                  Section
      1.4.

                	
                  Location
      of Principal Place of Business

                	
                  2

                
	
                  Section
      1.5.

                	
                  Registered
      Agent and Office

                	
                  2

                
	
                  Section
      1.6.

                	
                  Term

                	
                  2

                
	 
      	 
      
	
                  Article
      II DEFINITIONS

                	
                  2

                
	 
      	 
      	 
      
	
                  Section
      2.1.

                	
                  Definitions

                	
                  2

                
	
                  Section
      2.2.

                	
                  Accounting
      Terms and Determinations

                	
                  12

                
	 
      	 
      
	
                  Article
      III UNITS; CAPITAL CONTRIBUTIONS

                	
                  12

                
	 
      	 
      	 
      
	
                  Section
      3.1.

                	
                  Units.

                	
                  12

                
	
                  Section
      3.2.

                	
                  Interest
      on Capital Contributions

                	
                  12

                
	
                  Section
      3.3.

                	
                  Withdrawal
      and Return of Capital Contributions

                	
                  12

                
	
                  Section
      3.4.

                	
                  Unit
      Certificates

                	
                  12

                
	
                  Section
      3.5.

                	
                  [Intentionally
      deleted]

                	
                  14

                
	
                  Section
      3.6.

                	
                  Earn-Out
      Payment

                	
                  14

                
	
                  Section
      3.7.

                	
                  Appointment
      of Committee

                	
                  17

                
	
                  Section
      3.8.

                	
                  Post
      Closing Reconciliation- PE Contribution Agreement

                	
                  17

                
	 
      	 
      
	
                  Article
      IV CAPITAL ACCOUNTS

                	
                  17

                
	 
      	 
      	 
      
	
                  Section
      4.1.

                	
                  General

                	
                  17

                
	
                  Section
      4.2.

                	
                  Capital
      Accounts

                	
                  17

                
	 
      	 
      
	
                  Article
      V ALLOCATIONS AND DISTRIBUTIONS

                	
                  18

                
	 
      	 
      	 
      
	
                  Section
      5.1.

                	
                  Allocation
      of Profits and Losses.

                	
                  18

                
	
                  Section
      5.2.

                	
                  Distributions.

                	
                  20

                
	 
      	 
      
	
                  Article
      VI BOOKS OF ACCOUNT, REPORTS, FISCAL YEAR

                	
                  20

                
	 
      	 
      	 
      
	
                  Section
      6.1.

                	
                  Books
      and Records

                	
                  20

                
	
                  Section
      6.2.

                	
                  Annual
      Tax Reports

                	
                  21

                
	
                  Section
      6.3.

                	
                  Fiscal
      Year

                	
                  21

                
	 
      	 
      
	
                  Article
      VII POWERS, RIGHTS AND DUTIES OF THE MEMBERS

                	
                  21

                
	 
      	 
      	 
      
	
                  Section
      7.1.

                	
                  Limitations

                	
                  21

                
	
                  Section
      7.2.

                	
                  Liability

                	
                  21

                
	
                  Section
      7.3.

                	
                  No
      Priority

                	
                  21

                
	
                  Section
      7.4.

                	
                  Admission
      of Springing Members as Special Members

                	
                  22

                


        

      

    

     

    
      
         


      

      
        i

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Section
      7.5.

                	
                  Admission
      of JDI

                	
                  22

                
	 
      	 
      
	
                  Article
      VIII POWERS, RIGHTS AND DUTIES OF THE BOARD OF MANAGERS

                	
                  23

                
	 
      	 
      	 
      
	
                  Section
      8.1.

                	
                  Authority

                	
                  23

                
	
                  Section
      8.2.

                	
                  Powers
      and Duties of the Board of Managers

                	
                  23

                
	
                  Section
      8.3.

                	
                  Board
      of Managers

                	
                  23

                
	
                  Section
      8.4.

                	
                  Officers,
      Agents and Employees.

                	
                  24

                
	
                  Section
      8.5.

                	
                  Company
      Assets

                	
                  25

                
	
                  Section
      8.6.

                	
                  Exculpation

                	
                  25

                
	
                  Section
      8.7.

                	
                  Tax
      Matters Partner

                	
                  25

                
	
                  Section
      8.8.

                	
                  Indemnification
      of the Board of Managers, Officers and Agents.

                	
                  25

                
	
                  Section
      8.9.

                	
                  Limitations
      on the Company’s Activities –Material Actions.

                	
                  26

                
	 
      	 
      
	
                  Article
      IX TRANSFERS OF INTEREST BY MEMBERS

                	
                  27

                
	 
      	 
      	 
      
	
                  Section
      9.1.

                	
                  Transfers
      by the Initial Members and JDI

                	
                  27

                
	
                  Section
      9.2.

                	
                  Effects
      of Non-Conforming Transfers

                	
                  27

                
	
                  Section
      9.3.

                	
                  Registration
      Rights Agreement

                	
                  27

                
	
                  Section
      9.4.

                	
                  Right
      of Consent to Transfer

                	
                  27

                
	 
      	 
      
	
                  Article
      X EXCHANGE OF UNITS; LOCK-UP

                	
                  28

                
	 
      	 
      	 
      
	
                  Section
      10.1.

                	
                  Grant
      of Exchange Rights.

                	
                  28

                
	
                  Section
      10.2.

                	
                  Exercise
      of Exchange Right.

                	
                  29

                
	
                  Section
      10.3.

                	
                  Exchange
      Closing

                	
                  30

                
	
                  Section
      10.4.

                	
                  Conditions
      to Exchange Closing.

                	
                  30

                
	
                  Section
      10.5.

                	
                  Exchange
      Closing Deliveries

                	
                  31

                
	
                  Section
      10.6.

                	
                  Covenants
      Relating to the Exchange

                	
                  31

                
	
                  Section
      10.7.

                	
                  Term
      of Exchange Rights

                	
                  32

                
	
                  Section
      10.8.

                	
                  Lock-Up
      of Initial Members and JDI

                	
                  32

                
	
                  Section
      10.9.

                	
                  Rule
      145

                	
                  32

                
	
                  Section
      10.10.

                	
                  Secure
      Series A Preferred Shares

                	
                  32

                
	 
      	 
      
	
                  Article
      XI LIQUIDATION AND DISTRIBUTION OF ASSETS

                	
                  32

                
	 
      	 
      	 
      
	
                  Section
      11.1.

                	
                  Dissolution
      of the Company.

                	
                  32

                
	
                  Section
      11.2.

                	
                  Distribution
      in Liquidation

                	
                  34

                
	
                  Section
      11.3.

                	
                  Final
      Reports

                	
                  34

                
	
                  Section
      11.4.

                	
                  Rights
      of Members

                	
                  34

                
	
                  Section
      11.5.

                	
                  No
      Deficit Restoration

                	
                  34

                
	
                  Section
      11.6.

                	
                  Termination

                	
                  34

                
	 
      	 
      
	
                  Article
      XII AMENDMENT OF AGREEMENT

                	
                  35

                
	 
      	 
      	 
      
	
                  Section
      12.1.

                	
                  Amendments

                	
                  35

                
	
                  Section
      12.2.

                	
                  Amendment
      of Certificate of Formation

                	
                  35

                
	 
      	 
      
	
                  Article
      XIII MISCELLANEOUS

                	
                  35

                
	 
      	 
      	 
      
	
                  Section
      13.1.

                	
                  Notices

                	
                  35

                


        

      

    

     

    
      
         


      

      
        ii

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Section
      13.2.

                	
                  Binding
      Effect; Assignment

                	
                  36

                
	
                  Section
      13.3.

                	
                  Waiver
      of Jury Trial

                	
                  36

                
	
                  Section
      13.4.

                	
                  Entire
      Agreement

                	
                  36

                
	
                  Section
      13.5.

                	
                  Descriptive
      Headings

                	
                  36

                
	
                  Section
      13.6.

                	
                  Counterparts

                	
                  36

                
	
                  Section
      13.7.

                	
                  Governing
      Law; Jurisdiction

                	
                  36

                
	
                  Section
      13.8.

                	
                  Specific
      Performance

                	
                  37

                
	
                  Section
      13.9.

                	
                  Construction

                	
                  37

                
	
                  Section
      13.10.

                	
                  Severability

                	
                  37

                
	
                  Section
      13.11.

                	
                  Third
      Parties

                	
                  38

                
	
                  Section
      13.12.

                	
                  Waiver
      of Partition

                	
                  38

                
	
                  Section
      13.13.

                	
                  Certain
      Constituent Member Rights

                	
                  38

                
	 
      	 
      
	
                  Article
      XIV INITIAL PUBLIC OFFERING

                	
                  38

                
	 
      	 
      	 
      
	
                  Section
      14.1.

                	
                  Approval

                	
                  38

                
	
                  Section
      14.2.

                	
                  Severability

                	
                  38

                
	 
      	 
      
	
                  Article
      XV INDEPENDENT MANAGER AND APPROVAL BOARD

                	
                  39

                
	 
      	 
      	 
      
	
                  Section
      15.1.

                	
                  Appointment
      of Independent Manager

                	
                  39

                
	
                  Section
      15.2.

                	
                  Approval
      Board

                	
                  39

                
	 
      	 
      
	
                  Article
      XVI PLEDGE OF INTERESTS TO AGENT

                	
                  39

                


        

      

    

     

    
      
         


      

      
        iii

        
          

        

      

      
         


      

    


    AMENDED
AND RESTATED

     

    OPERATING
AGREEMENT

     

    OF

     

    ULTIMATE
ESCAPES HOLDINGS, LLC

     

    This
AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) of Ultimate Escapes
Holdings, LLC (the “Company”), dated as of October
29, 2009, is entered into by and among the Members listed on the signature pages
hereof, Michael C. Doyle, as the Independent Manager (as said term is defined
hereinbelow), and James Tousignant and Philip Callaghan, as the Springing
Members (as said term is defined hereinbelow).  Capitalized terms used
herein and not otherwise defined herein shall have the meanings set forth in
Section 2.1.

     

    RECITALS

     

    WHEREAS,
the Certificate of Formation of the Company was filed with the Secretary of
State of the State of Delaware on September 7, 2007;

     

    WHEREAS,
the Initial Members entered into an Operating Agreement of the Company on
September 7, 2007 (as subsequently amended from time to time, the “Original
Agreement”);

     

    WHEREAS,
the Members wish to amend and restate the Original Agreement in its entirety in
connection with the contribution of the Contribution Property by Secure America
Acquisition Corporation, a Delaware corporation (“Secure”), to the Company in
exchange for membership interests in the Company, as described in the
Contribution Agreement, dated as of September 2, 2009, by and among the
Company, Secure and the Member Representative (as may be amended, modified or
supplemented, the “Contribution
Agreement”), and the other transactions contemplated by the Contribution
Agreement (collectively, the “Transactions”);
and

     

    WHEREAS,
immediately after the consummation of the Transactions and in connection with
the redemption of JDI’s (as said term is defined hereinbelow) entire membership
interest in Ultimate Resort and JDI’s assignment to Ultimate Resort of the Mezz
Loan and the Mezz Second Mortgage Note (as said terms are defined hereinbelow)
(the “JDI Ultimate Resort
Redemption”), Ultimate Resort is transferring 3,123,797 Retained Units
(as said term is defined hereinbelow) (the “JDI Units”) to JDI; provided; however, JDI
acknowledges and agrees that 302,267 of the JDI Units shall be deposited with
the Escrow Agent (as said term is defined hereinbelow) and shall be held in
accordance with and subject to the terms of the Escrow Agreement (as said term
is defined hereinbelow).

     

    AGREEMENT

     

    NOW,
THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    ARTICLE
I

    FORMATION AND CONTINUATION
OF THE COMPANY

     

    Section
1.1.       Formation and Continuation
of the Company.  The
Company was formed as a limited liability company under the Act by the filing of
the Certificate of Formation with the Secretary of State of the State of
Delaware on September 7, 2007.  The parties hereto agree to continue
the Company.  The Company shall accomplish all filing, recording,
publishing and other acts necessary or appropriate for compliance with all
requirements for operation of the Company as a limited liability company under
this Agreement and the Act and under all other laws of the State of Delaware and
such other jurisdictions in which the Company determines that it may conduct
business.

     

    Section
1.2.        Name.  The
name of the Company is “Ultimate Escapes Holdings, LLC,” as such name may be
modified from time to time by the Board of Managers as it may deem
advisable.

     

    Section
1.3.        Business of the
Company.  The
purpose of the Company shall be to engage in any activity and/or business for
which limited liability companies may be formed under the Act.  In
engaging in such activities, the Company shall have the power to do any and all
things that are necessary for or convenient or incidental to the accomplishment
of its purposes, including all powers granted under the Act.

     

    Section
1.4.        Location of Principal Place
of Business.  The
location of the principal place of business of the Company shall be at such
location as may be determined by the Board of Managers.  In addition,
the Company may maintain such other offices as the Board of Managers may deem
advisable at any other place or places.

     

    Section
1.5.       Registered Agent and
Office.  The
registered agent for the Company shall be National Corporate Research, Ltd. and
the address of the Company’s registered agent and the address of the Company’s
registered office in the State of Delaware shall be 615 South DuPont Highway,
Kent County, Dover, Delaware or such other registered agent or registered office
as the Board of Managers may designate from time to time.

     

    Section
1.6.       Term.  The
term of the Company commenced on the date of filing of the Certificate of
Formation, and shall be perpetual unless the Company is earlier dissolved and
terminated in accordance with the provisions of this Agreement.

     

    ARTICLE
II

    DEFINITIONS

     

    Section
2.1.        Definitions.  The
following terms used in this Agreement shall have the following
meanings.

     

    “2010 Earn-out EBITDA” has the
meaning set forth in Section
3.6.

    


    “2011 Earn-out EBITDA” has the
meaning set forth in Section
3.6.

    


    “Act” means the Delaware
Limited Liability Company Act.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Action” means any private,
regulatory or governmental inquiry, action, suit, proceeding, litigation, claim,
arbitration or investigation.

     

    “Adjusted Capital Account”
means the balance in the Capital Account maintained for each Member as of the
end of each Fiscal Year as adjusted under Section 4.2 hereof, and
further (i) increased by any amounts which such Member is obligated to restore
pursuant to any provision of this Agreement or is treated as being obligated to
restore pursuant to Treasury Regulations Section 1.704-1(b)(2)(ii)(c) or is
deemed to be obligated to restore pursuant to the penultimate sentences of
Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) and (ii) decreased
by the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4),
1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6).  The foregoing
definition of Adjusted Capital Account is intended to comply with the provisions
of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted
consistently therewith.

     

     “Adjusted EBITDA” has the
meaning set forth in Section
3.6.

     

    “Affiliate” of a Person means
any other Person controlling, controlled by or under common control with such
Person.  For the purpose of this definition, the term “control”
(including with correlative meanings, the terms “controlling,” “controlled by”
and “under common control with”), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, either through the
ownership of such Person’s voting stock, by contract or otherwise.

     

     “Agent” means CapitalSource
Finance LLC, as Agent for itself and the other lenders under the Basic
Documents.

     

    “Agreement” means this Amended
and Restated Operating Agreement, as amended, modified or supplemented from time
to time in accordance with the terms hereof.

     

    “Bankruptcy” means, with
respect to any Person, if such Person (i) makes an assignment for the benefit of
creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a
bankrupt or insolvent, or has entered against it an order for relief, in any
bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking
for itself any reorganization, arrangement, composition, readjustment,
liquidation or similar relief under any statute, law or regulation, (v) files an
answer or other pleading admitting or failing to contest the material
allegations of a petition filed against it in any proceeding of this nature,
(vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver
or liquidator of the Person or of all or any substantial part of its properties,
or (vii) if 120 days after the commencement of any proceeding against the Person
seeking reorganization, arrangement, composition, readjustment, liquidation or
similar relief under any statute, law or regulation, if the proceeding has not
been dismissed, or if within 90 days after the appointment without such Person’s
consent or acquiescence of a trustee, receiver or liquidator of such Person or
of all or any substantial part of its properties, the appointment is not vacated
or stayed, or within 90 days after the expiration of any such stay, the
appointment is not vacated. The foregoing definition of “Bankruptcy” is intended
to replace and shall supersede and replace the definition of “Bankruptcy” set
forth in Sections 18-101(1) and 18-304 of the Act.

     

    “Basic Documents” means the
Loan Documents, the Mezz Loan Documents, and all agreements, instruments,
documents and certificates contemplated thereby or delivered in connection
therewith and/or any amendments, modifications, changes or supplements thereto
required under the terms of or contemplated by, or necessary or appropriate to
effect the transactions contemplated by the Loan Documents.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Board of Managers” means the
Board of Managers of the Company established pursuant to Section 8.3.

     

    “Business Day” means any day on
which the principal offices of the SEC in Washington, D.C. are open to accept
filings.

     

    “Capital Account” has the
meaning set forth in Section 4.2.

     

    “Capital Contribution” means
the amount of cash or the fair market value of property or services contributed
to the Company by each Member as the consideration for such Member’s interest in
the Company pursuant to Article III. Any reference in the Agreement to the
Capital Contribution of a then Member shall include a Capital Contribution
previously made by any prior Member with respect to the interest of such then
Member in the Company.

     

    “Capital Transaction” means a
refinancing, revaluation, sale of all or substantially all of the Company’s
assets, or a transaction in contemplation of liquidation.

     

    “Carrying Value” means, with
respect to any Company asset, the asset’s adjusted basis for United States
federal income tax purposes, except as follows:

    


    (i) the
initial Carrying Value of any asset contributed by a Member to the Company shall
be the gross fair market value of such asset, as determined by the Board of
Managers, at the time of such contribution;

    


     (ii)
the Carrying Values of all Company assets may, in the sole discretion of the
Board of Managers, be adjusted to equal their respective gross fair market
values, as determined by the Board of Managers, as of the following
times:  (A) the acquisition of an additional interest in the Company
by any new or existing Member in exchange for more than a de minimis Capital
Contribution; (B) the distribution by the Company to a Member of more than a de
minimis amount of Company property as consideration for an interest in the
Company; (C) the liquidation of the Company within the meaning of Regulations
Section 1.704-1(b)(2)(ii)(g); and (D) in connection with the grant of an
interest in the Company (other than a de minimis interest) as consideration for
the provision of services to or for the benefit of the Company by an existing
Member acting in a Member capacity or by a new Member acting in a Member
capacity or in anticipation of becoming a Member;

    


    (iii) the
Carrying Value of any Company asset distributed to any Member shall be the gross
fair market value of such asset on the date of distribution, as determined by
the Board of Managers; and

    


    (iv) the
Carrying Values of Company assets shall be increased (or decreased) to reflect
any adjustments to the adjusted basis of such assets pursuant to Code Sections
734(b) or 743(b), but only to the extent that such adjustments are taken into
account in determining Capital Accounts pursuant to Treasury Regulations Section
1.704-1(b)(2)(iv)(m) and paragraph (vi) of the definition of Profit and Loss;
provided, however, that Carrying Values shall not be adjusted pursuant to this
paragraph (iv) to the extent that an adjustment pursuant to paragraph (ii) above
is required in connection with a transaction that would otherwise result in an
adjustment pursuant to this paragraph (iv).

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    If the Carrying Value of an asset has
been determined or adjusted pursuant to paragraph (ii) or (iv) above, such
Carrying Value shall thereafter be adjusted by the Depreciation taken into
account with respect to such asset for purposes of computing Profit and
Loss.

    


    “Certificate of Formation”
means the Certificate of Formation of the Company, as amended, modified or
supplemented from time to time.

     

    “Code” means the Internal
Revenue Code of 1986, as amended from time to time (or any succeeding
law).

     

    “Company” has the meaning set
forth in the recitals.

     

    “Contribution Agreement” has
the meaning set forth in the recitals.

     

    “Contribution Property” means a
minimum of Eight Million Dollars ($8,000,000) in immediately available
funds.

     

    “Control” has the meaning set
forth in the definition of “Affiliate.”

     

    “Depreciation” means, for each
Fiscal Year, an amount equal to the depreciation, amortization, or other cost
recovery deduction allowable for federal income tax purposes with respect to an
asset for such Fiscal Year, except that if the Carrying Value of an asset
differs from its adjusted basis for federal income tax purposes at the beginning
of such Fiscal Year, Depreciation shall be an amount that bears the same ratio
to such beginning Carrying Value as the federal income tax depreciation,
amortization, or other cost recovery deduction for such Fiscal Year bears to
such beginning adjusted tax basis, provided, however, that if the adjusted basis
for federal income tax purposes of an asset at the beginning of such Fiscal Year
is zero, Depreciation shall be determined with reference to such beginning
Carrying Value using any reasonable method selected by the Board of
Managers.

     

    “Earn-Out Objection Period” has
the meaning set forth in Section 3.6.

     

    “Earn-Out Payment” has the
meaning set forth in Section
3.6.

     

    “Earn-Out Sharing Percentages”
has the meaning set forth in Section 3.6(a).

     

    “Earn-Out Statement” has the
meaning set forth in Section
3.6.

     

    “Escrow Agent” means SunTrust
Banks, Inc., a Georgia corporation.

     

    “Escrow Agreement” means that
certain Indemnification and Escrow Agreement of even date herewith by and among
Secure, the Company, the Member Representative and the Escrow
Agent.

     

    “Escrowed Indemnification
Units” has the meaning set forth in Section 3.1.

     

    “Exchange Act” means the
Securities Exchange Act of 1934, as amended.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “Exchange Closing” has the
meaning set forth in Section 10.2.

     

    “Exchange Closing Date” has the
meaning set forth in Section 10.3.

     

    “Exchange Consideration” has
the meaning set forth in Section 10.1.

     

    “Exchange Rate” has the meaning
set forth in Section 10.1.

     

    “Exchange Notice” has the
meaning set forth in Section 10.2.

     

    “Exchange Right” has the
meaning set forth in Section 10.1.

     

    “Fair Market Value” means the
average of the closing price of the Public Company Shares, on the principal
exchange on which Public Company Shares are traded during the 30 trading days
prior to the date of determination.

     

    “Family Members” means, with
respect to any individual, such Person’s spouse, children, siblings, parents and
all lineal descendants of such Person’s parents (in each case, natural or
adopted).

     

    “Final EBITDA” has the meaning
set forth in Section
3.6.

     

    “First Earn-Out” has the
meaning set forth in Section
3.6.

     

    “First Target” has the meaning
set forth in Section
3.6.

     

    “Fiscal Quarter” means the
three-month period ending on March 31, June 30, September 30 and
December 31 of each Fiscal Year.

     

    “Fiscal Year” has the meaning
set forth in Section 6.4.

     

    “GAAP” means United States
generally accepted accounting principles consistently applied as in effect from
time to time.

     

    “Governmental Entity” means any
court, administrative agency, regulatory body, commission or other governmental
authority, board, bureau or instrumentality, domestic or foreign and any
subdivision thereof.

     

    “HSR Act” has the meaning set
forth in Section 10.3.

     

    “Immediate Family” means, with
respect to any member (or any constituent upper-tier member who is a natural
person) of an Initial Member, a spouse, parents, lineal descendants, the spouse
of any lineal descendant, and brothers and sisters (or a trust, all of whose
current beneficiaries are Immediate Family members of a member (or any
constituent upper-tier member who is a natural person) of an Initial
Member).

     

    “Indemnified Party” has the meaning set
forth in Section 8.8.

     

    “Indemnity Guaranty” means,
collectively, the Tousignant Guaranty and the Keith Guaranty.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    “Independent Accountant” has
the meaning set forth in Section 3.6.

    


    “Independent Manager” means a
natural person who, for the five-year period prior to his or her appointment as
Independent Manager has not been, and during the continuation of his or her
service as Independent Manager is not (i) an employee, director, stockholder,
partner, officer attorney or counsel of the Company or any of its Affiliates
(other than his or her service as an independent manager or other similar
capacity); (ii) a customer, supplier or other person who derives any of its
purchases or revenues from its activities with a Member, the Company or any
Affiliate of either of them; (iii) a person or other entity controlling or under
common control with any such person described above, or (iv) any member of the
immediate family of a person described in (i), (ii) or (iii).

    


    “Initial Members” means Ultimate Resort
and PE.

     

    “Interest” when used in reference
to an interest in the Company, means the entire ownership interest of a Member
in the Company at any particular time, including its interest in the capital,
profits, losses and distributions of the Company.

     

    “JDI” means JDI Ultimate,
L.L.C., a Delaware limited liability company.

     

    “JDI Ultimate Resort
Redemption” has the meaning set forth in the recitals.

     

    “JDI Units” has the meaning set
forth in the recitals.

     

    “Keith Guaranty” means that
certain Amended and Restated Indemnity Guaranty, dated September 15, 2009,
executed by Richard Keith in favor of Agent.

    


    “Liens” has the meaning set
forth in Section 10.2.

     

    “Liquidator” has the meaning set
forth in Section 11.1.

     

    “Loan Agreement” means that
certain Consolidated Amended and Restated Loan and Security Agreement, dated
September 15, 2009, between the Borrowers (as such term is defined therein), as
borrower, and the Agent, as lender.

    


    “Loan Documents” has the
meaning given to such term in the Loan Agreement.

    


    “Management Agreement” means
the agreement of the Independent Manager in the form attached hereto as Schedule
2.1(a).  The Management Agreement shall be deemed incorporated
into and a part of this Agreement.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    “Material Action”
means  (i) the consolidation or merger of the Company with or into any
other Person or the sale or other disposition of all or substantially all of the
Company’s assets;  (ii) to institute proceedings to have the Company
or any of the UE Holdings Subsidiaries, be adjudicated bankrupt or insolvent,
consent to the institution of bankruptcy or insolvency proceedings against the
Company or any of  the UE Holdings Subsidiaries or file a petition
seeking, or consent to, reorganization or relief with respect to the Company or
any of the UE Holdings Subsidiaries under any applicable federal or state law
relating to bankruptcy, (iii) to directly or indirectly solicit creditors of the
Company or any of the UE Holdings Subsidiaries for the purpose of filing or
joining in the filing of an involuntary bankruptcy petition against the Company
or any of the UE Holdings Subsidiaries; (iv) to file an answer consenting to, or
failing to object to or joining in any involuntary petition filed against the
Company or the UE Holdings Subsidiaries by any other creditor or other person or
entity under the United States Bankruptcy Code or any other federal or state
bankruptcy or insolvency law providing for a collective proceeding among the
creditors of the Company or any of the UE Holdings Subsidiaries; (v) in any
proceeding under the United States Bankruptcy Code or in any other judicial
proceeding, the making of an application to a court to declare that all or a
portion of the lien of Agent and/or Lenders (as defined in the Loan Agreement)
or the obligation of the Company or any of the UE Holdings Subsidiaries to pay
principal and interest as specified by the Loan Agreement or other documents in
connection therewith is rescinded, set aside, or determined to be void or
unenforceable; or making an application of the Company or any of the UE Holdings
Subsidiaries to the applicable court, that any of the terms of any of the Loan
Documents be modified without Agent’s consent (which consent may be withheld in
Agent’s sole discretion); (vi) consent to the appointment of a receiver,
liquidator, assignee, trustee, sequestrator (or other similar official) of the
Company or any of the UE Holdings Subsidiaries or a substantial part of its
property, or make any assignment for the benefit of creditors of the Company or
any of the UE Holdings Subsidiaries or admit in writing the inability of the
Company or any of the UE Holdings Subsidiaries to pay its debts generally as
they become due, (vii) take action in furtherance of any such action, or, to the
fullest extent permitted by law, dissolve or liquidate the Company or any of the
UE Holding Subsidiaries or (viii) any other event listed in Section 1.2 of each
Indemnity Guaranty.

    


    “Member” means each of the
Persons listed on the signature pages attached hereto, as well as each
Substitute Member.

     

    “Member Representative” means
the Person designated as such in the Contribution Agreement.

     

    “Mezz Loan Documents” means the
“Loan Documents” as defined in the Mezz Second Mortgage Note.

     

    “Mezz Loan” means that certain
loan from JDI to the UE Holdings Subsidiaries and the entities entering into the
Mezz Second Mortgage Note, in the amount of $10,000,000, which loan has been
assigned in its entirety to Ultimate Resort.

     

    “Mezz Second Mortgage Note”
means the Second Mortgage Note, dated on or about the date hereof, among the UE
Holdings Subsidiaries and the entities entering into the Second Mortgage Note,
as borrowers, and JDI, as the lender, and Agent, as agent, which note has been
assigned in its entirety to Ultimate Resort.

     

    “Minimum Quarterly
Distributions” has the meaning set
forth in Section 5.2.

     

     “Obligations” shall mean the
indebtedness, liabilities and obligations of the Company, any of the UE Holdings
Subsidiaries, or any Borrower under or in connection with the Basic Documents or
any related document in effect as of any date of determination.

     

    “Offered Units” has the meaning
set forth in Section 10.1.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    “Original Agreement” has the meaning set
forth in the recitals.

     

    “Parties” means the Company and
the Members, collectively.

     

    “PE” means Private Escapes
Holdings, LLC, a Delaware limited liability company.

     

    “PE Contribution Agreement”
means that certain Third Amended and Restated Contribution Agreement dated the
21st day of July, 2009 by and between Ultimate Resort, PE and the Company, as
may be amended from time to time.

     

    “Percentage Interest” with respect to each
Member, means a fraction, expressed as a percentage, the numerator of which is
the number of Units held by such Member, and the denominator of which is the
aggregate number of all outstanding Units.  Each Member’s initial
Percentage Interest shall be set forth opposite such Member’s name on Schedule I.

     

    “Permitted Transferee” shall mean (w) any
members (or any constituent upper-tier members until you get to a natural
person) of the Initial Members or JDI; (x) members of the Immediate Family of any member (or any
constituent upper-tier member who is a natural person) of an Initial Member or
JDI; (y) an entity in which (A) any member of an Initial Member or JDI and/or
members of the Immediate Family of any member of an Initial Member or JDI
beneficially own 100% of such entity’s voting and non-voting equity securities,
or (B) a member of any Initial Member or JDI and/or a member of the Immediate
Family of any member of an Initial Member or JDI is a general partner and in
which such member of an Initial Member or JDI and/or members of the Immediate
Family of any member of an Initial Member or JDI beneficially own 100% of all
capital accounts of such entity; and (z) a revocable trust established by any
member of an Initial Member or JDI during his/her lifetime for the benefit of
such member of an Initial Member or for the exclusive benefit of all or any
Immediate Family member of any member of an Initial Member or JDI.

    


    “Person” means any individual,
partnership, limited liability company, association, corporation, trust or other
entity.

     

    “Profit or Loss” means, for
each Fiscal Year or other period, the taxable income or loss, as the case may
be, of the Company for such Fiscal Year or other period, determined in
accordance with Code Section 703(a) (for this purpose, all items of income,
gain, loss, or deduction required to be stated separately pursuant to Code
Section 703(a)(1) shall be included in taxable income or loss), with the
following adjustments (without duplication):

     

    (i)           Any
income of the Company that is exempt from federal income tax and not otherwise
taken into account in computing Profit or Loss pursuant to this definition of
“Profit” and “Loss” shall be added to such taxable income or loss;

     

    (ii)          Any
expenditures of the Company described in Code Section 705(a)(2)(B) or treated as
Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section
1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profit
or Loss pursuant to this definition of “Profit” and “Loss,” shall be subtracted
from such taxable income or loss;

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (iii)         In
the event the Carrying Value of any Company asset is adjusted pursuant to
subparagraphs (ii) or (iii) of the definition of “Carrying Value,” the amount of
such adjustment shall be treated as an item of gain (if the adjustment increases
the Carrying Value of the asset) or an item of loss (if the adjustment decreases
the Carrying Value of the asset) from the disposition of such asset and shall be
taken into account for purposes of computing Profit or Loss;

     

    (iv)    
    Gain or loss resulting from any disposition of Company
property with respect to which gain or loss is recognized for federal income tax
purposes shall be computed by reference to the Carrying Value of the property
disposed of, notwithstanding that the adjusted tax basis of such property
differs from its Carrying Value;

     

    (v)          In
lieu of the depreciation, amortization, and other cost recovery deductions taken
into account in computing such taxable income or loss, there shall be taken into
account Depreciation for such Allocation Year, computed in accordance with the
definition of Depreciation herein;

     

    (vi)         To
the extent an adjustment to the adjusted tax basis of any Company asset pursuant
to Code Section 734(b) is required, pursuant to Treasury Regulations Section
1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital
Accounts as a result of a distribution other than in liquidation of a Member’s
interest in the Company, the amount of such adjustment shall be treated as an
item of gain (if the adjustment increases the basis of the asset) or loss (if
the adjustment decreases such basis) from the disposition of such asset and
shall be taken into account for purposes of computing Profit or Loss;
and

     

    (vii)        Notwithstanding
any other provision of this definition, any items that are specially allocated
pursuant to Sections 5.1 (d)
through (f) hereof shall not be taken into account in computing Profit or
Loss.

     

    “Proposed Exchange Closing
Date” has
the meaning set forth in Section 10.2.

     

    “Public Company
Administration” has the meaning set
forth in Section 7.7.

     

    “Public Company Shares” means
the common stock of Secure, $0.0001 par value.

     

    “Rating Agency” has the meaning
assigned to that term in the Basic Documents.

     

    “Rating Agency Condition” means
(i) with respect to any action taken at any time before the loan evidenced and
secured by the Basic Documents has been sold or assigned to a securitization
trust, that the lender thereunder has consented in writing to such action, and
(ii) with respect to any action taken at any time after such loan has been
sold or assigned to a securitization trust, that each Rating Agency shall have
been given ten (10) days prior notice thereof and that each of the Rating
Agencies shall have notified the Company in writing that such action will not
result in a reduction or withdrawal of the then current rating by such Rating
Agency of any of securities issued by such securitization trust.

     

    “Registration Rights Agreement”
has the meaning set forth in Section 9.3.

     

    “Retained Units” has the
meaning set forth in Section
3.1.

     

    “SEC” means the United States
Securities and Exchange Commission.

     

    “Second Earn-Out” has the
meaning set forth in Section
3.6.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    “Second Target” has the meaning
set forth in Section
3.6.

     

    “Secure” has the meaning set
forth in the Recitals.

     

    “Secure Stockholder Meeting”
has the meaning set forth in Section 8.3(a).

     

    “Securities Act” means the Securities
Act of 1933, as amended, and the rules and regulations promulgated
thereunder.

     

    “Sharing Percentages” has the
meaning set forth in Section
3.6(c).

     

    “Special Member” means, upon
such Person’s admission to the Company as a member of the Company pursuant to
Section 9.13, a Person
acting as a Springing Member, in such Person’s capacity as a member of the
Company.  A Special Member shall only have the rights and duties
expressly set forth in this Agreement.

     

    “Springing Member” means a
Person who is not a member of the Company but who has signed this Agreement in
order that, upon the conditions described in Section 9.13,  such
Person can become the Special Member without any delay in order that at all
times the Company shall have at least one member.

     

    “Tax Matters Partner” has the meaning set
forth in Section 8.7.

     

    “Tax Rate” means the maximum
combined federal, state and local tax rate applicable to individuals residing in
New York, NY taking into account the character of the income allocated and the
deductibility of New York State and New York City taxes for United States
federal income tax purposes and the deductibility of New York City taxes for New
York State tax purposes, but only if and to the extent that such Member is
responsible to pay such taxes.

     

    “Tousignant Guaranty” that
certain Amended and Restated Indemnity Guaranty, dated September 15, 2009,
executed by James Tousignant in favor of Agent.

     

    “Transactions” has the meaning set
forth in the recitals.

     

    “Transfer,” “Transferee” and “Transferor” have the respective
meanings set forth in Section 9.1.

     

    “Treasury Regulations” shall mean the
regulations promulgated by the U.S. Department of the Treasury under the
Code.

     

    “UE Holdings Subsidiaries”
means P&J Partners, LLC, a Delaware limited liability company, and UE
Holdco, LLC, a Delaware limited liability company.

     

    “Ultimate Resort” means
Ultimate Resort Holdings, LLC, a Delaware limited liability
company.

     

    “Units” has the meaning set
forth in Section 3.1.

     

    “Void Transfer” has the meaning set
forth in Section 9.2.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Section
2.2.        Accounting Terms and
Determinations.  Unless
otherwise specified herein, all accounting terms used herein shall be
interpreted, all determinations with respect to accounting matters hereunder
shall be made, and all financial statements and certificates and reports as to
financial matters required to be furnished hereunder shall be prepared, in
accordance with GAAP.

     

    ARTICLE
III

    UNITS; CAPITAL
CONTRIBUTIONS

     

    Section
3.1.        Units.

     

    (a)      
 Authorized
Units.  The Interest of the Members in the Company shall be
represented by “Units.”  The Company
shall be authorized to issue up to [20,000,000] Units.

     

    (b)    
  Capital
Contributions.  Prior to the execution of this Agreement, the
Initial Members owned all of the Interests in the Company, and have made Capital
Contributions to the Company in the aggregate respective amounts set forth in
the books and records of the Company.  Upon the execution of this
Agreement by the Parties, Secure is contributing the Contribution Property to
the Company as a Capital Contribution.

     

    (c)       
Issuance of
Units.  Upon the closing of the transactions contemplated by
the Contribution Agreement, the Company shall issue to Secure the number of
Units set forth on Schedule I
hereto in consideration for the Capital Contributions made as of the date
hereof.  Schedule
I also sets forth the number of Units owned by the Initial Members (and
JDI after the consummation of the JDI Ultimate Resort Redemption) in
consideration for the Capital Contributions previously made by them as of the
date of this Agreement (the “Retained Units”, however, it
being explicitly understood that the term “Retained Units” for the purposes of
Section 3.6(c) below
and the Escrow Agreement shall mean 7,178,841 Units).  The Initial
Members and JDI may be entitled to receive additional Units in accordance with
the provisions of Section 3.6.  Pursuant to
the Escrow Agreement, 717,884 of the Retained Units are being deposited by the
Initial Members and JDI (with Ultimate Resort depositing 358,186 Units, JDI
depositing 302,267 Units and PE depositing 57,431 Units) in the account
specified in the Escrow Agreement (the “Escrowed Indemnification
Units”).

     

    Section
3.2.        Interest on Capital
Contributions.  No Member shall
be entitled to interest on or with respect to any Capital
Contribution.

     

    Section
3.3.        Withdrawal and Return of
Capital Contributions.  Except as
provided in this Agreement, no Member shall be entitled to withdraw any part of
such Member’s Capital Contribution or to receive distributions from the
Company.

     

    Section
3.4.        Unit
Certificates.

     

    (a)      
 Each Unit in the Company shall constitute and shall remain a “security”
within the meaning of, and be governed by, (i) Article 8 of the Uniform
Commercial Code (including Section 8-102(a)(15) thereof) as in effect from
time to time in the State of Delaware, and (ii) Article 8 of the Uniform
Commercial Code of any other applicable jurisdiction that now or hereafter
substantially includes the 1994 revisions to Article 8 thereof as adopted by the
American Law Institute and the National Conference of Commissioners on Uniform
State Laws and approved by the American Bar Association on February 14, 1995 and
the Company hereby “opts-in” to such provisions for the purpose of the Uniform
Commercial Code.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (b)         
 Notwithstanding any provision of this Agreement to the contrary, to the
extent any provision of this Agreement is inconsistent with any non-waivable
provision of Article 8 of the Uniform Commercial Code as in effect in the State
of Delaware, the provisions of Article 8 of the Uniform Commercial Code as in
effect in the State of Delaware shall control.

     

    (c)           THE
TRANSFER OF THE MEMBERSHIP INTERESTS IN THE COMPANY DESCRIBED IN THIS AGREEMENT
ARE RESTRICTED AS PROVIDED HEREIN.

     

    (d)         
Except as otherwise required in connection with Section 3.8 below, subject to
Agent’s consent, the Basic Documents, to the fullest extent permitted by
applicable law, without any further act, vote or approval of any Member,
Director, Officer or any Person, the Company shall issue a new Certificate in
place of any Certificate previously issued to the holder of  a Unit in
the Company represented by such Certificate, as reflected on the books and
records of the Company:

     

    
      	
            	
              (i)

            	
              makes
      proof by affidavit, in form and substance satisfactory to the Company,
      that such previously issued Certificate has been lost, stolen or
      destroyed;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              requests
      the issuance of a new Certificate before the Company has notice that such
      previously issued Certificate has been acquired by a purchaser for value
      in good faith and without notice of an adverse
  claim;

            


    

     

    
      
        	
              	
                (iii)

              	
                if
      requested by the Company, delivers to the Company a bond, in form and
      substance satisfactory to the Company, with such surety or sureties as the
      Company may direct, to indemnify the Company against any claim that may be
      made on account of the alleged loss, destruction or theft of the
      previously issued Certificate;
and

              


      

    

     

    
      	
            	
              (iv)

            	
              satisfies
      any other reasonable requirements imposed by the
  Company.

            


    

     

    (e)           Except as otherwise provided in
Section
3.8 below, subject to
Agent’s consent, the Basic Documents and Section
9.4, to the fullest extent
permitted by applicable law, upon a Member’s transfer or assignment, in whole or
in part, of its Units in the Company represented by a Certificate in accordance
with Section
9.1 and/or Section
9.4, the transferee of
such Units in the Company shall deliver the Certificate or Certificates
representing such Units to the Company for cancellation (executed by such
transferee on the reverse side thereof), and the Company shall thereupon issue a
new Certificate to such transferee for the percentage of Units in the Company so
transferred or assigned and, if applicable, cause to be issued to the
transferring or assigning Member a new Certificate for those Units in the
Company that were represented by the canceled Certificate and that are not so
transferred or assigned.

     

    (f)           Units
shall be represented by certificates issued by the Company and signed by an
authorized designee of the Company and in the form attached hereto as Schedule 3.4(f) (a “Certificate”).  The
Company may in its discretion imprint any or all certificates representing Units
now or hereafter owned by any Member with the following legends, such imprinting
to be without prejudice, however, to the rights of such Member at all times to
sell or otherwise dispose of all or any part of such Units, subject to the terms
of this Agreement or under an exemption from the registration requirement
available under the Securities Act:

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    THE UNITS
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

     

    THE UNITS
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER RESTRICTIONS AND OTHER
TERMS CONTAINED IN THE AMENDED AND RESTATED OPERATING AGREEMENT OF ULTIMATE
ESCAPES HOLDINGS, LLC, DATED AS OF OCTOBER 28, 2009, AS SUCH AGREEMENT MAY BE
AMENDED FROM TIME TO TIME.  A COPY OF SUCH AGREEMENT IS ON FILE AT THE
COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

     

    (g)           After
such time as any of the legends described by Section 3.4(f) are no
longer required on any certificate or certificates representing the Units, upon
the request of any Member, the Company shall cause such certificate or
certificates to be exchanged for a certificate or certificates that do not bear
such legends.

     

    (h)           The
Board of Managers shall have the power and authority to provide that all
certificates issued to represent or evidence Units shall bear such other legends
as the Board of Managers deems appropriate including, but not limited to, any
legends to assure that the Company does not become liable for violations of
federal or state securities laws or other applicable law.

     

    Section
3.5.           [Intentionally
deleted]

     

    Section
3.6.           Earn-Out
Payment.

     

    (a)           Earn-Outs.  The
Company shall issue to the Initial Members and JDI (pro rata in accordance with
their respective percentages set forth opposite their names under the heading
“Earn-Out Sharing Percentage” on Schedule I (the “Earn-Out Sharing
Percentages”)) up to an aggregate of Seven Million (7,000,000) Units (the
“Earn-Out Payment”) upon
the Company meeting certain performance targets as follows:

     

    (i)           If
the Company’s Adjusted EBITDA for the year ending December 31, 2010 or the year
ending December 31, 2011 (“2010
Earn-out EBITDA”) is equal to or greater than $27,000,000 (the “First Target”), based on the
Company’s audited consolidated financial statements for the year ending December
31, 2010 or the year ending December 31, 2011, as applicable, the Initial
Members and JDI (pro rata in accordance with their Earn-Out Sharing Percentages)
shall be entitled to receive, in accordance with Section 3.6(c), an aggregate
of Three Million (3,000,000) Units (the “First
Earn-Out”).  In the event that the 2010 Earn-out EBITDA is less
than the First Target but greater than $23,000,000, then the Initial Members and
JDI (pro rata in accordance with their Earn-Out Sharing Percentages) shall be
entitled to receive a corresponding proportionate percentage of the First
Earn-Out equal to the adjusted EBITDA earned for the applicable year in excess
of $23,000,000 divided by $4,000,000.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (ii)          If
the Company’s Adjusted EBITDA for the year ending December 31, 2011 or the year
ending December 31, 2012 (“2011
Earn-Out EBITDA”) is equal to or greater than $45,000,000 (the “Second Target”), as set forth
in the Company’s audited consolidated financial statements for the year ending
December 31, 2011 or the year ending December 31, 2012, as applicable, the
Initial Members and JDI (pro rata in accordance with their Earn-Out Sharing
Percentages) shall be entitled to receive, in accordance with Section 3.6(c), an aggregate
of an additional Four Million (4,000,000) Units (the “Second
Earn-Out”).  In the event that the 2011 Earn-out EBITDA is less
than the Second Target but greater than $32,000,000, then the Initial Members
and JDI (pro rata in accordance with their Earn-Out Sharing Percentages) shall
be entitled to receive a corresponding proportionate percentage of the Second
Earn-Out equal to the adjusted EBITDA earned for the applicable year in excess
of $32,000,000 divided by $13,000,000.

     

    The
Parties hereby agree the Earn-Out Payment under this Section 3.6 will not exceed
Seven Million (7,000,000) Units in the aggregate.  In the event the
Company does not achieve any of the targets set forth in this Section 3.6, then neither the
Initial Members nor JDI shall be entitled to receive any Earn-Out Payment. The
Earn-Out Payment, if any, will be allocated among the Initial Members and JDI
pro rata in accordance with their Earn-Out Sharing Percentages.

     

    (b)           Audit. As soon as practicable
after the filing of Secure’s Annual Report on Form 10-K for the applicable
target period for the Earn-Out Payment, as the case may be, but no later than
the thirtieth (30th) day after such filing date, Secure (or its audit committee
or accountants) shall prepare and deliver to the Member Representative a
statement setting forth in reasonable detail the Adjusted EBITDA achieved by the
Company for the applicable target period together with the calculation used to
determine the Adjusted EBITDA for the applicable period (the “Earn-Out Statement”). The
Earn-Out Statement will be prepared in accordance with this Section 3.6(b). The Member
Representative shall have thirty (30) days following its receipt of the Earn-Out
Statement (the “Earn-Out
Objection Period”) to accept or dispute its accuracy. During the Earn-Out
Objection Period, the Member Representative and his accountant shall be
permitted to review the pertinent accounting books and records and work papers
of the Company used in the preparation of the Earn-Out Statement and the Company
shall, and shall cause its independent accountants to, cooperate and assist in
the conduct of such audit and review and make available, to the extent
reasonably necessary, its personnel. Unless the Member Representative delivers a
written objection to Secure on or prior to the expiration of the Earn-Out
Objection Period, the Adjusted EBITDA set forth in the Earn-Out Statement shall
be deemed to be the final amount of Adjusted EBITDA for such target period (the
“Final EBITDA”) and will
become final and binding on the Parties. If the Member Representative does
object, the written objection must specify the items or calculations with which
he takes issue. If the Member Representative objects in accordance with the
previous sentence to the Earn-Out Statement delivered in accordance with this
Section 3.6(b), Secure
and the Member Representative shall, during the 30-day period following such
objection, negotiate in good faith to reach agreement on the disputed items or
amounts. If Secure and the Member Representative resolve their disagreements in
accordance with the foregoing sentence, the Adjusted EBITDA set forth in the
Earn-Out Statement with those modifications, if any, to which Secure and the
Member Representative shall have agreed shall be deemed to be the Final EBITDA.
If, upon completion of such 30-day period, Secure and the Member Representative
are unable to reach agreement on all the disputed items, they shall promptly
thereafter cause a
nationally recognized independent accounting firm mutually agreeable to
Secure and the Member Representative (the “Independent Accountant”) to
review this Agreement and the disputed items or calculations and all records
related thereto for the purpose of preparing the Earn-Out Statement; provided
that the Independent Accountant may consider only those items or amounts in the
Earn-Out Statement as to which Secure and the Member Representative have
disagreed and shall be limited to deciding each such disagreement in an amount
which shall be equal to or between the amounts proposed by Secure, on the one
hand, and the Member Representative, on the other hand, and no more and no less;
provided, further, that the Independent Accountant shall act as an expert and
not as an arbitrator. Secure and the Member Representative shall require the
Independent Accountant to deliver to them, as promptly as practicable, a report
setting forth its calculations. Such report will be final and binding upon the
Parties hereto and shall be deemed to be the Final EBITDA. Secure, on the one
hand, and the Member Representative (who shall be reimbursed for such costs by
the Initial Members and JDI pro rata), on the other hand, shall bear the costs
of the Independent Accountant proportionately in relation to the amount by which
the amounts in dispute differ from the Independent Accountant’s determination of
the Final EBITDA.

     

    
      
        
        

      

      
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    (c)           Set-Off.  The
Initial Members and JDI acknowledge and agree that a portion of the Earn-Out
Payment equal to fifteen percent (15%) of the Retained Units (the “Earn-Out Payment Holdback
Amount”) is subject to set-off for any claim for Damages that the Secure
Indemnified Parties (as defined in the Escrow Agreement) have against the
Initial Members (and JDI pro rata in accordance with their respective
percentages set forth opposite their names under the heading “Sharing
Percentage” on Schedule
I (the “Sharing
Percentages”)in accordance with the terms of the Escrow Agreement,
including, without limitation, any Established Claim (as defined in the Escrow
Agreement) which is based on a breach of a Fundamental Representation (as
defined in the Escrow Agreement) or on fraud or intentional misconduct. This
right of set-off is in addition to, and not in lieu of, any rights a Secured
Indemnified Party may have against the Escrow Fund (as defined in the Escrow
Agreement).  The Secure Indemnified Parties acknowledge and agree that
with respect to any claims that they may have for Damages under this Agreement,
they shall first look to and exhaust the Escrowed Indemnification Units (as
defined in the Escrow Agreement) prior to attempting to set-off any amounts from
any Earn-Out Payments due to the Initial Members and JDI pursuant to this Section 3.6(c) and section
1(g) of the Escrow Agreement.

     

    (d)           Issuance of Earn-Out Payment to
Initial Members and JDI. The Company shall issue the relevant Earn-Out
Payment, if any, to the Initial Members and JDI pro rata in accordance with
their Earn-Out Sharing Percentages, after the relevant determination of the
Final EBITDA for the applicable target period in accordance with Section 3.6(b). The Earn-Out
Payment shall be issued by the Company to the Initial Members and JDI, to the
extent earned and with respect to the applicable target period, within 45 days
following determination of the relevant Final EBITDA.

     

    
      
        
        

      

      
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    For
purposes of this Agreement, “Adjusted EBITDA,” with respect
to any period, shall mean, as determined in accordance with GAAP, the difference
between revenue (plus the non-refundable portion of the Company’s membership
fees to the extent such membership fees are not included in revenue pursuant to
GAAP) and expense of the Company and its subsidiaries on a consolidated basis
for such period, plus the sum of (i) interest expense, (ii) income tax expense,
(iii) depreciation expense and (iv) amortization expense.  Adjusted
EBITDA, with respect to any period, shall include organic growth and the effect
of any acquisitions or dispositions of lines of businesses or other material
assets and all member assessments incurred during the period for which Adjusted
EBITDA is being calculated, but shall exclude all non-cash compensation related
to the Incentive Plan (as such term is defined in the Contribution
Agreement).

     

    Section
3.7.           Appointment of
Committee.  Prior to the date
hereof, the board of directors of Secure has appointed a committee consisting of
one of its then members to act on behalf of Secure to take all necessary actions
and make all decisions pursuant to the Escrow Agreement regarding Secure’s right
to indemnification pursuant to Section 5.3 of the Contribution
Agreement.  In the event of a vacancy in such committee, the board of
directors of Secure shall appoint as a successor a Person who was a director of
Secure prior to the date hereof or some other Person who would qualify as an
“independent” director of Secure and who has not had any relationship with the
Company prior to the Closing.  Such committee is intended to be the
“Committee” referred to in Article VII
of the Contribution Agreement and the Escrow Agreement.

     

    Section
3.8.           Post Closing Reconciliation-
PE Contribution Agreement.  PE
agrees that it shall make additional contributions to the Company in strict
accordance with Sections 2.1(b)(1) and 3.3 of the PE Contribution
Agreement.  In the event that PE fails to pay any amount when due in
accordance with Sections 2.1(b)(1) and  3.3 of the PE Contribution
Agreement, the Members agree that the Company shall have the right to exercise
any right or remedy provided therein, including but not limited to reducing a
Member’s Units in the Company.

     

    ARTICLE
IV

    CAPITAL
ACCOUNTS

     

    Section
4.1.           General.  The
Members agree to treat the Company as a partnership and the Members as partners
for federal income tax purposes and shall file all tax returns
accordingly.  Notwithstanding anything to the contrary in this
Agreement, for so long as any Member owns any Units (or may receive Units
pursuant to the provisions of Section 3.6), the Company shall not
take any action to change the Company’s status as a partnership for tax
purposes.

     

    Section
4.2.           Capital
Accounts.  The
Company shall maintain separate capital accounts (a “Capital Account”) for each
Member.  Each Member’s initial Capital Account shall be equal to the
amount set forth opposite such Member’s name on Schedule I.  Capital
Accounts shall be maintained in accordance with the following
provisions:

     

    (a)           Each
Member’s Capital Account shall be credited by the amount of such Member’s
Capital Contributions and all Profits allocated to such Member pursuant to Section 5.1.

     

    (b)           Each
Member’s Capital Account shall be debited by the amount of cash and the Carrying
Value of any property (net of liabilities that such Member is considered to
assume or take subject to) distributed to such Member and any Losses allocated
to such Member pursuant to Section 5.1.

     

    
      
        
        

      

      
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    (c)           The
foregoing provisions and the other provisions of this Agreement relating to the
maintenance of Capital Accounts are intended to comply with Treasury Regulations
issued under Section 704(b) of the Code and shall be interpreted and
applied in a manner consistent with such Treasury Regulations; provided, however, that such
maintenance does not have a material adverse effect on the economic interest of
the Members.  The Board of Managers shall be authorized to make
appropriate amendments to the allocations of items pursuant to this Agreement if
necessary in order to comply with Section 704 of the Code or applicable
Treasury Regulations thereunder.

     

    (d)           The
Initial Members JDI and Secure agree that the initial Capital Accounts of the
Members and their respective Percentage Interests, will be based on a tentative
valuation of the Company assets as agreed to and set forth on Schedule I.  In the
event that additional Units are issued pursuant to Section 3.6 as a result of an Earn-Out
Payment, the Initial Members, JDI and Secure further agree that such issuance
shall be treated as a retroactive adjustment to the Capital Accounts of the
Initial Members, JDI and Securea corresponding adjustment to the Capital
Accounts of the Initial Members, JDI and Secure.

     

    ARTICLE
V

    ALLOCATIONS AND
DISTRIBUTIONS

     

    Section
5.1.           Allocation of Profits and
Losses.

     

    (a)           Except
as otherwise provided herein, Profits and Losses, other than from a Capital
Transaction, shall be allocated to the Members in accordance with Percentage
Interests.  In the event that a Member’s Percentage Interest changes
during the year, the Board of Managers shall adjust allocations of income, gain,
loss, deduction and credit to take account of the varying interests of the
Members in any manner consistent with Code Section 706 and the Treasury
Regulations thereunder.

     

    (b)           Except
as otherwise provided herein, Profits and Losses from a Capital Transaction
(or in the event of a liquidation of the Company, items thereof) shall be
allocated among the Members in a manner so as to cause their Adjusted
Capital Accounts to equal as nearly as possible the amount that would be
distributed to thee Members on liquidation of the Company if all of the
Company's assets were sold for their Carrying Value, liabilities satisfied
and the remaining proceeds distributed in accordance with Section 11.2(d).  

     

    (c)           Notwithstanding
any provision of this Section
5.1, no item of deduction or loss shall be allocated to a Member to the
extent the allocation would cause a negative balance in such Member’s Adjusted
Capital Account.  In the event some but not all of the Members would
have such Adjusted Capital Account deficits as a consequence of such allocation
of loss or deduction, the limitation set forth in this Section 5.1(c) shall be
applied on a Member-by-Member basis so as to allocate the maximum permissible
deduction or loss to each Member under Section 1.704-1(b)(2)(ii)(d) of the
Treasury Regulations.  In the event any loss or deduction shall be
specially allocated to a Member pursuant to the preceding sentence, an equal
amount of income of the Company shall be specially allocated to such Member
prior to any allocation pursuant to Section 5.1(a) or Section
5.1(b).

     

    
      
        
        

      

      
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    (d)           In
the event any Member unexpectedly receives any adjustments, allocations, or
distributions described in Treasury Regulations
Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6), items of Company income and
gain shall be specially allocated to such Member in an amount and manner
sufficient to eliminate as quickly as possible any deficit balance in its
Adjusted Capital Account; provided, however, that any allocation of income or
gain under this sentence shall be required only if and to the extent that such
Member would have a deficit balance in such Member’s Adjusted Capital Account
after all other allocations provided for in this Agreement have been tentatively
made as if this Section
5.1(d) were not contained herein.

     

    (e)           For
purposes of this Agreement (i) “partner nonrecourse deductions” (as defined
in Treasury Regulations Section 1.704-2(i)), if any, of the Company shall
be allocated for each period to the Member that bears the economic risk of loss
within the meaning of Treasury Regulations Section 1.704-2(i), and (ii)
“nonrecourse deductions” (as defined in Treasury Regulations
Section 1.704-2(b)), if any, of the Company shall be allocated to the
Members in accordance with Percentage
Interests.        

     

    (f)           This
Agreement shall be deemed to include “minimum gain chargeback” and “partner
nonrecourse debt minimum gain chargeback” provisions within the meaning of
Treasury Regulations under Section 704(b) of the Code.  Accordingly,
notwithstanding any other provision of this Agreement, items of gross income
shall be allocated to the Members on a priority basis to the extent and in the
manner required by such provisions.

     

    (g)           For
income tax purposes only, each item of income, gain, loss and deduction of the
Company shall be allocated among the Members in the same manner as the
corresponding items of Profits and Losses and specially allocated items are
allocated for Capital Account purposes; provided, that, in the case of
any Company asset the Carrying Value of which differs from its adjusted tax
basis for United States federal income tax purposes, income, gain, loss and
deduction with respect to such asset shall be allocated solely for income tax
purposes in accordance with the principles of Sections 704(b) and (c) of the
Code (as determined by the Board of Mangers, but using the “traditional method”
as defined under Treasury Regulations Sections 1.704-3(b)) so as to take
account of the difference between Carrying Value and adjusted basis of such
asset.

     

    (h)           All
elections, decisions and other matters concerning the allocation of income,
gains and losses among the Members, and accounting procedures, not specifically
and expressly provided for by the terms of this Agreement, shall be determined
by the Board of Managers.

     

    (i)           The
Board of Managers shall, to the maximum extent possible, and in accordance with
Treasury Regulations Section 1.752-3(a)(3), allocate liabilities to the Members
listed in Schedule
5.1(i) in an amount equal to not less than the amount set forth on such
Schedule with respect to each such Member, as amended from time to
time.  To the extent that any such allocation of liabilities to any of
such Members for any Fiscal Year would be less than the amount set forth on
Schedule 5.1(i)
with respect to a Member (a “shortfall”), the Board of
Managers shall provide notice to such Member not less than sixty (60) days prior
to the end of the Fiscal Year, offering such Member the right to enter into one
or more guarantees of Company liabilities (including, at the option of the
Member, a “bottom dollar guaranty”) in an amount sufficient to satisfy such
shortfall.

     

    
      
        
        

      

      
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    Section
5.2.           Distributions.

     

    (a)           Distributions.  Except
as otherwise provided herein and as further limited by the Basic Documents, all
distributions shall be made at such times and in such amounts as the Board of
Managers may determine to and among the Members on a pro rata basis in accordance
with their respective Percentage Interests.  In the event that
distributions under Section 5.2(b) or (c) cause aggregate distributions to
Members under this Section 5.2 to be other than in accordance with the
Percentage Interests of the Members, the Board of Managers shall adjust
distributions under this Section 5.2(a) to ensure that aggregate distributions
to Members under this Section 5.2 are in accordance with the Percentage
Interests of the Members.

     

    (b)           Minimum Quarterly
Distribution.  Notwithstanding Section 5.2(a), with respect to
each Fiscal Year of the Company, no later than April 10, June 10,  and
September 10 of such Fiscal Year and January 10 of the next succeeding Fiscal
Year, the Company shall distribute to each Member an amount with respect to each
date so that no Member receives less than an amount equal to one quarter of 110%
of the product of the Tax Rate and the amount allocated to such Member as the
Company’s taxable income for the preceding Fiscal Year (the “Minimum Quarterly
Distributions”); provided, however, that with
respect to the first and second Fiscal Year of the Company following the date of
this agreement, such taxable income shall include the taxable income allocated
to any such Member with respect to the predecessor entities.  Solely
for purposes of calculating Minimum Quarterly Distributions, if a Member is
allocated a net taxable loss for federal income tax purposes for any fiscal year
of the Company, such net taxable loss shall be offset against, and shall reduce,
the net taxable income allocated to such Member in subsequent quarters until
such net taxable loss is exhausted.

     

    (c)           Tax True Up
Distribution.  Notwithstanding Section 5.2(a), later than April
10 of each year, the Company shall distribute to each of the Members an amount
equal to the excess if any of (i) the product of the Tax Rate and the amount
allocated to each such Member as the Company’s taxable income for the preceding
Fiscal Year over (ii) the Minimum Quarterly Distributions with respect to such
preceding Fiscal Year.

     

    (d)           Withholding.  The Company shall
comply with withholding requirements under federal, state, local and foreign law
and shall remit amounts withheld to and file required forms with the applicable
jurisdictions.  To the extent the Company is required to withhold and
pay over any amounts to any authority with respect to distributions or
allocations to any Member, the amount withheld shall be deemed to be a
distribution to such Member in the amount of the withholding and shall reduce
the amount such Member shall otherwise receive under Section 5.2 or Section 11.2(d).  Each
Member agrees to furnish the Company with any representations and forms as shall
reasonably be requested by the Company to assist it in determining the extent
of, and in fulfilling, its withholding obligations.

     

    ARTICLE
VI

    BOOKS OF ACCOUNT, REPORTS,
FISCAL YEAR

     

    Section
6.1.           Books and
Records.  Proper
and complete records and books of account shall be kept by the Company in which
shall be entered fully and accurately all transactions and other matters
relative to the Company’s business as are usually entered into records and books
of account maintained by Persons engaged in businesses of a like character,
including the Capital Account established for each Member.  The
Company books and records shall be maintained in accordance with sound business
practices and the requirements of Section 13(b)(2) of the Exchange Act
(notwithstanding the fact that the Company is not subject to that section),
including the maintenance of an adequate system of internal
controls.  The books and records shall at all times be maintained at
the principal office of the Company and shall be open to the inspection and
examination of the Members or their duly authorized representatives for a proper
purpose as set forth in Section 18-305 of the Act during reasonable
business hours and upon reasonable advance notice at the sole cost and expense
of the inspecting or examining Member.

     

    
      
        
        

      

      
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    Section
6.2.           Annual Tax
Reports.  Within
ninety (90) days after the end of each Fiscal Year, the Company shall send
to each Person who was a Member at any time during such Fiscal Year a copy of
Schedule K-1 to Internal Revenue Service Form 1065 (or any successor
form) indicating such Member’s share of the Company’s income, loss, gain,
expense and other items relevant for federal income tax purposes and
corresponding analogous state and local tax forms.

     

    Section
6.3.           Fiscal
Year.  The
fiscal year of the Company (the “Fiscal Year”) shall be
the calendar year; provided,
however, that the last Fiscal Year of the Company shall end on the date
on which the Company is terminated.

     

    ARTICLE
VII

    POWERS, RIGHTS AND DUTIES OF
THE MEMBERS

     

    Section
7.1.           Limitations.  Other
than as set forth in this Agreement, the Members shall not participate in the
management or control of the Company’s business nor shall they transact any
business for the Company, nor shall they have the power to act for or bind the
Company, said powers being vested solely and exclusively in the Board of
Managers.

     

    Section
7.2.           Liability.  Subject
to the provisions of the Act, no Member shall be liable for the repayment,
satisfaction or discharge of any Company liability or obligation.  No
Member shall be personally liable for the return of any portion of the Capital
Contributions (or any return thereon) of any other Member.

     

    Section
7.3.           No
Priority.  No
Member shall have priority over any other Member as to Company allocations or
distributions.


    
      
         


      

      
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        Section
7.4.           Admission of Springing
Members as Special Members.  Upon
the occurrence of any event that causes the last remaining Member to cease to be
a member of the Company (other than upon continuation of the Company without
dissolution upon (i) an assignment by the Member of all of its Units in the
Company and the admission of the transferee pursuant to Sections 9.1 or 9.4, or
(ii) the resignation of the last remaining Member and the admission of an
additional member of the Company), each person executing this Agreement as a
Springing Member shall, without any action of any Person and simultaneously with
the last remaining Member ceasing to be a member of the Company, automatically
be admitted to the Company as a Special Member and shall continue the Company
without dissolution.  The Company shall at all times have at least two
(2) Springing Members.  No resignation or removal of a Springing
Member, and no appointment of a successor Springing Member, shall be effective
unless and until such successor shall have executed a counterpart to this
Agreement.  In the event of a vacancy in the position of a Springing
Member, the Board shall, as soon as practicable, appoint a successor Springing
Member to fill such vacancy.  By signing this Agreement, each
Springing Member agrees that, should such Springing Member become a Special
Member, such Springing Member will be subject to and bound by the provisions of
this Agreement applicable to a Special Member.  No Special Member may
resign from the Company or transfer its rights as Special Member unless a
successor Special Member has been admitted to the Company as a Special Member by
executing a counterpart to this Agreement; provided, however, that the Special
Member shall automatically cease to be a member of the Company upon the
admission to the Company of a substitute Special Member.  Each Special
Member shall be a member of the Company but shall have no interest in the
profits, losses and capital of the Company and no right to receive any
distributions of Company assets. Pursuant to Section 18-301 of the Act, a
Special Member shall not be required to make any capital contributions to the
Company and shall not receive any Units in the Company.  Each Special
Member, in its capacity as a Special Member, may not bind the
Company.  Except as required by any mandatory provision of the Act,
each Special Member, in its capacity as a Special Member, shall have no right to
vote on, approve or otherwise consent to any action by, or matter relating to,
the Company, including, without limitation, the merger, consolidation or
conversion of the Company.  In order to implement the admission to the
Company of each Special Member, each person named in this Agreement as a
Springing Member shall execute a counterpart to this Agreement.  Prior
to its admission to the Company as a Special Member, each Person executing this
Agreement as Springing Member shall not be a member of the Company.

         

        Section
7.5.           Admission of
JDI.  Secure
and the Initial Members acknowledge and agree that in connection and
contemporaneously, Ultimate Resort will transfer 3,123,797 Retained Units to JDI
and thereafter JDI shall become a Member of the Company and Secure and the
Initial Members consent to such transfer and admission.  In connection
with its receipt of the JDI Units and admission to the Company JDI acknowledges
and agrees (i) that it will vote any and all Public Company Shares that it may
own in accordance with the terms of that certain Voting Agreement dated as of
the date hereof among Ultimate Resort, PE and the other parties thereto the form
of which was attached as an exhibit to the Contribution Agreement, (ii) that it
consents to the appointment of James M. Tousignant as the Member Representative
and empowers him to take such actions as a the Member Representative shall be
entitled to take under the Contribution Agreement, the Escrow Agreement, this
Agreement and any other documents executed in connection with the Transactions,
including without limitation, the right to vote the Series A Preferred Voting
Stock, (iii) that any Earn-Out Payment that JDI may be entitled to under Section 3.6 shall be subject
to the set-off rights set forth in Section 1(g) of the Escrow Agreement up to
JDI’s Sharing Percentage, (iv) that 302,267 of the JDI Units shall be deposited
with the Escrow Agent and shall be held in accordance with and subject to the
terms of the Escrow Agreement, and (v) that any and all obligations of the
holders of the Retained Units under this Agreement shall continue in full force
and effect and JDI shall be subject to such obligations as a transferee of the
Retained Units.  In connection with the JDI Ultimate Resort Redemption
and the receipt by JDI of the JDI Units, Secure acknowledges and agrees that JDI
shall be entitled to the rights conferred under the Registration Rights
Agreement.

         

        
          
            
            

          

          
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        ARTICLE
VIII

        POWERS, RIGHTS AND DUTIES OF
THE BOARD OF MANAGERS

         

        Section
8.1.           Authority. Subject
to the limitations provided in this Agreement and except as specifically
contemplated by this Agreement, the Board of Managers shall have exclusive and
complete authority and discretion to manage the operations and affairs of the
Company and to make all decisions regarding the business of the Company,
including, without limitation, any dissolution, winding up, liquidation,
consolidation or merger of the Company or sale of all or substantially all of
the Company’s assets.  Any action authorized by the Board of Managers
shall constitute the act of and serve to bind the Company.  Persons
dealing with the Company are entitled to rely conclusively on the power and
authority of the Board of Managers as set forth in this Agreement.

         

        Section
8.2.           Powers and Duties of the
Board of Managers.  Except
as otherwise provided in this Agreement and without limiting Section 8.1, the Board
of Managers in managing the business of the Company shall have all the rights
and powers of the board of directors of a corporation organized under the
Delaware General Corporation Law.

         

        Section
8.3.            Board of
Managers.  A
Board of Managers shall be established to manage the business and affairs of the
Company in accordance with the following terms:

         

        (a)           Number and
Appointment.  The Board of Managers shall consist of the same
number of managers as the number of members of Secure’s board of directors from
time to time, and each member of Secure’s board of directors shall also, upon
appointment to Secure’s board of directors, be simultaneously appointed to serve
as a member of the Board of Managers, with no further action required on the
part of the Members. As with Secure, the Company’s Board of Managers shall be
divided into three classes: Class A, Class B and Class C. The number of managers
in each class shall be as nearly equal as possible. The managers in Class A
shall be elected for a term expiring at the first annual meeting of stockholders
held after the Secure stockholders’ meeting held to approve the transactions
contemplated by the Contribution Agreement and this Agreement (the “Secure Stockholder Meeting”),
the managers in Class B shall be elected for a term expiring at the second
annual meeting of stockholders after the Secure Stockholder Meeting, and the
managers in Class C
shall be elected for a term expiring at the third annual meeting of stockholders
after the Secure Stockholder Meeting. The initial members of the
Board of Managers shall be in accordance with Section 5.10 of the Contribution
Agreement.

         

        (b)           Resignation and
Removal.  If any member of the Board of Managers ceases to
serve on Secure’s board of directors for any reason, such member shall
simultaneously cease to serve as a member of the Board of Managers, with no
further action required on the part of the Members.  Except as set
forth in the preceding sentence, no member of the Board of Managers may be
removed for any reason.  Any manager may resign from the Board of
Managers at any time upon written notice to the Company.  Any such
resignation shall take effect at the time specified therein or, if the time be
not specified, upon receipt thereof, and the acceptance of such resignation,
unless required by the terms thereof, shall not be necessary to make such
resignation effective.  If such manager does not also resign from, or
does not otherwise cease to serve on, Secure’s board of directors, the Member(s)
who designated such person to serve on Secure’s board of directors in accordance
with Section 5.10 of the Contribution Agreement shall have the right to
designate a member to replace such manager on the Board of
Managers.


        
          
             


          

          
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        (c)           Meetings.  Meetings
of the Board of Managers, regular or special, may be held at any place within or
without the State of Delaware.  Members of the Board of Managers, or
of any committee designated by the Board of Managers, may participate in a
meeting of the Board of Managers or such committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
by such means shall constitute presence in person at such
meeting.  The Board of Managers may fix times and places for regular
meetings of the Board of Managers and no notice of such meetings need be
given.  A special meeting of the Board of Managers shall be held
whenever called by any manager then in office, at such time and place as shall
be specified in the notice or waiver thereof.  Notice of each special
meeting shall be given by the person calling the meeting to each manager
personally or by faxing or emailing and telephoning the same not later than the
day before such special meeting.

         

        (d)           Quorum and
Voting.  A whole number of managers equal to at least a
majority of the
entire Board of Managers, either present or represented by proxy, shall
constitute a quorum for the transaction of business, but if there be less than a
quorum at any meeting of the Board of Managers, a majority of the managers
present may adjourn the meeting from time to time, provided that notice of
adjournment and the time and place of the rescheduled meeting shall be given to
all of the managers not then in attendance.  Except as otherwise
provided by this Agreement, the vote of a majority of the managers present at a
meeting at which a quorum is present or at an adjourned meeting shall be the act
of the Board of Managers.

         

        (e)           Proxies.  Each
manager entitled to vote at a meeting of the Board of Managers may authorize
another person or persons to act for him or her by proxy.  Each proxy
shall be signed by the manager giving such proxy.

         

        (f)           Unanimous Written Consent of
Managers in Lieu of a Meeting.  Any action required or
permitted to be taken at any meeting of the Board of Managers may be taken
without a meeting if all of the members of the Board of Managers consent thereto
in writing.

         

        (g)           Expenses;
Compensation.  The Company shall pay all out-of-pocket expenses
incurred by each manager in connection with attending regular and special
meetings of the Board of Managers and any committee of the Board of
Managers.  Members of the Board of Managers shall not be entitled to
receive compensation for services to the Company in their capacities as members
of the Board of Managers, however, this shall in no way limit the members of the
Board of Managers from receiving reasonable compensation in their capacity as
members of the board of directors of Secure.

         

        Section
8.4.            Officers, Agents and
Employees.

         

        (a)           Appointment and Term of
Office.  The Board of Managers may appoint, and may delegate
power to appoint, such officers, agents and employees as it may deem necessary
or proper, who shall hold their offices or positions for such terms, have such
authority and perform such duties as may from time to time be determined by or
pursuant to authorization of the Board of Managers.  Notwithstanding
the foregoing, the persons appointed to serve as officers of Secure pursuant to
Section 5.10 of the Contribution Agreement are hereby appointed to the same
positions of officers of the Company.  Any action taken by an officer
of the Company pursuant to authorization of the Board of Managers shall
constitute the act of and serve to bind the Company.  Persons dealing
with the Company are entitled to rely conclusively on authority of such officers
set forth in the authorization of the Board of Managers.

         

        (b)           Resignation and
Removal.  Any officer may resign at any time upon written
notice to the Company.  Any officer, agent or employee of the Company
may be removed by the Board of Managers with or without cause at any
time.  The Board of Managers may delegate such power of removal as to
officers, agents and employees not appointed by the Board of
Managers.


        
          
             


          

          
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        (c)           Compensation.  The
compensation of the officers of the Company shall be fixed by the Board of
Managers or a committee thereof.

         

        Section
8.5.            Company
Assets.  All
property owned by the Company, whether real or personal, tangible or intangible,
shall be deemed to be owned by the Company as an entity, and no Member,
individually, shall have any ownership of such property.  Company
funds shall be held in the name of the Company, shall not be commingled with
those of any other Person and shall be used only for the business of the
Company.

         

        Section
8.6.            Exculpation.  No
director, manager, officer, agent or employee of the Company or any Member shall
be personally liable for the return of any portion of the Capital Contributions
(or any return thereon) of any Member.  The return of such Capital
Contributions (or any return thereon) shall be made solely from the Company’s
assets.  No director, officer, agent or employee of the Company or any
Member shall be required to pay to the Company or to any Member any deficit in
the Capital Account of any Member upon dissolution of the Company or
otherwise.  No Member shall have the right to demand or receive
property other than cash or Public Company Shares for its Units.  No
director, manager, officer, agent or employee of the Company or any Member shall
be liable, responsible or accountable in damages or otherwise to the Company or
any Member for any loss incurred as a result of any act or failure to act by
such Person on behalf of the Company unless such loss is finally determined by a
court of competent jurisdiction to have resulted solely from such Person’s
fraud, gross negligence or willful misconduct.

         

        Section
8.7.            Tax Matters
Partner.  For
purposes of Code section 6231(a)(7), the “Tax Matters Partner” shall be
James M. Tousignant, acting only at the direction of the Board of
Managers.  The Tax Matters Partner shall keep the Board of Managers
and the other Members fully advised on a current basis of any contacts by or
discussions with the revenue authorities, and the Members shall have the right
to observe and participate through representatives of their own choosing (at
their sole expense) in any tax proceedings.  The Tax Matters Partner
shall not settle or compromise any issue that adversely affects Members without
the consent of such Members, such consent not to be unreasonably
withheld.  In addition, the Tax Matters Partner shall not extend the
statute of limitations as regards any partnership item affecting a Member
without such Member’s consent.

         

        Section
8.8.            Indemnification of the Board
of Managers, Officers and Agents.

         

        (a)           The
Company shall indemnify and hold harmless the managers and officers of the
Company (each, an “Indemnified
Party”) from and against any loss, expense, damage or injury suffered or
sustained by them, by reason of any claim by or on behalf of a Person other than
a Member or the Company relating to any acts, omissions or alleged acts or
omissions arising out of their activities on behalf of the Company or in
furtherance of the interests of the Company, including but not limited to any
judgment, award, settlement, reasonable attorneys’ fees and other costs or
expenses incurred in connection with the defense of any actual or threatened
action, proceeding or claim if the acts, omissions or alleged acts or omissions
upon which such actual or threatened action, proceeding or claims are based were
not a result of fraud, gross negligence or willful misconduct by such
Indemnified Party.  Any indemnification pursuant to this Section 8.8 shall only
be from the assets of the Company.


        
          
             


          

          
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        (b)           Expenses
(including attorneys’ fees) incurred by an Indemnified Party in a civil or
criminal action, suit or proceeding, other than by or on behalf of a Member or
the Company, shall be paid by the Company in advance of the final disposition of
such action, suit or proceeding; provided that if an
Indemnified Party is advanced such expenses and it is later determined by a
final, non-appealable order of a court of competent jurisdiction that such
Indemnified Party was not entitled to indemnification with respect to such
action, suit or proceeding, then such Indemnified Party shall reimburse the
Company for such advances.

         

        Section
8.9.            Limitations on the Company’s
Activities –Material Actions.

         

        (a)           The
Members shall not, so long as any Obligation is outstanding, amend, alter,
change or repeal the definitions of “Agent”, “Approval Board”, “Bankruptcy”,
Basic Documents”, “Indemnity Guaranty”, “Independent Manager”, “Keith Guaranty”,
“Loan Agreement”, “Loan Documents”, “Management Agreement”, “Material Action”,
“Mezz Loan Documents”,  “Mezz Loan”, “ Mezz Second Mortgage Note”,
“Obligations”, “Rating Agency”, “Rating Agency Condition”, “Special Member”,
“Springing Member”, “Tousignant Guaranty”, and “UE Holdings Subsidiaries” or
Sections 3.3, 5.2(a), 7.4,
8.1, 8.2, 8.9, 9.1, 9.4, 11.1, or Articles XII, XV or XVI of
this Agreement (collectively, the “Independent Manager  Provisions”)
without the unanimous written consent of the Members, the Board of Managers, the
Approval Board, and Agent.  Subject to this Section 8.9, the Members
reserve the right to amend, alter, change or repeal any provisions contained in
this Agreement in accordance with Article XII.  To the fullest extent
permitted by applicable law, in the event of any conflict between any of the
Independent Manager Provisions and any other provisions of this or any document
governing the formation, management or operation of the Company, the Independent
Manager Provisions shall control.

        


        (b)       Notwithstanding
any other provision of this Agreement and any provision of law that otherwise so
empowers the Company, the Members, the Board of Managers, the Officers, or any
other Person, for so long as any Obligation remains outstanding, neither the
Company nor the Members nor the Board of Managers nor the Officers nor any other
Person shall be authorized or empowered, nor shall they permit the Company or
any of the UE Holdings Subsidiaries, without the prior unanimous affirmative
written consent of (i) the Members, (ii) the Board of Managers and (iii) the
Approval Board, to take any Material Action. Provided, however, that the
Approval Board may not vote on, or authorize any Material Action, unless the
Approval Board includes at least one (1) Independent Manager and such action is
taken in accordance with this Agreement.

        


        
          
            
            

          

          
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        ARTICLE
IX

        TRANSFERS OF INTEREST BY
MEMBERS

         


        Section
9.1.            Transfers by the Initial
Members and JDI.  Except
for the pledge of Interests to Agent pursuant to each Assignment of Ownership
Interests (as defined in the Loan Agreement), no Initial Member or JDI may sell,
assign, pledge or in any manner dispose of or create or suffer the creation of a
security interest in or any encumbrance (the commission of any such act being
referred to as a “Transfer,” any person who
effects a Transfer being referred to as a “Transferor” and any person to
whom a Transfer is effected being referred to as a “Transferee”) on all or a
portion of its Interest in the Company, except for (a) any
Transfer  that is made in accordance with Article X hereof, and
(b) any Transfer to a Permitted Transferee; provided that each Permitted
Transferee shall agree in writing that it shall be subject to the terms and
conditions of this Agreement.  Any Transferee pursuant to this Section 9.1 shall be
admitted as a Substitute Member without the requirement for any further approval
or formality.

         

        Section
9.2.           Effects of Non-Conforming
Transfers.  With the exception of
the Agent’s exercise of its rights in relation to the Interests pledged pursuant
to each Assignment of Ownership Interests (as defined in the Loan Agreement), no
Transfer of an Interest in the Company shall be effective until such time as all
requirements of this Article IX have been
satisfied and, if consents, approvals or waivers are required by the Board of
Managers or any Member, all of same shall have been confirmed in writing by the
Board of Managers or such Member, as applicable.  With the exception
of the Agent’s exercise of its rights in relation to the Interests pledged
pursuant to each Assignment of Ownership Interests (as defined in the Loan
Agreement), any Transfer or purported Transfer of an Interest in the Company not
made in accordance with this Agreement (a “Void Transfer”) shall be null
and void and of no force or effect whatsoever.  With the exception of
the Agent’s exercise of its rights in relation to the Interests pledged pursuant
to each Assignment of Ownership Interests (as defined in the Loan Agreement),
any amounts otherwise distributable under Article V or Article XI in respect of
an Interest in the Company that has been the subject of a Void Transfer may be
withheld by the Company until the Void Transfer has been rescinded, whereupon
the amount withheld (after reduction by any damages suffered by the Company
attributable to such Void Transfer) shall be distributed without
interest.

         

        Section
9.3.           Registration Rights
Agreement.  The
Parties acknowledge the entry by the Initial Members and Secure into a separate
registration rights agreement on the date hereof (the “Registration Rights
Agreement”), pursuant to which Secure has agreed to, on the terms and
subject to the conditions set forth in the Registration Rights Agreement,
register under the Securities Act any Public Company Shares which the Initial
Members may receive upon exchange of their Units for Public Company Shares
pursuant to Article X below,
including, without limitation, any Units issued pursuant to Section 3.6 of this Agreement
that are subsequently exchanged for Public Company Shares.

         

        Section
9.4.           Right of Consent to
Transfer.  So
long as any Obligation is outstanding, no Member may assign its interest in the
Company, except as permitted under the Basic Documents.  Thereafter,
except for transfers to a Permitted Transferee, no Member shall sell, assign,
exchange, pledge, mortgage, hypothecate or otherwise transfer or encumber its
interest in the Company (collectively, a “Transfer”) without the prior
written consent of the other Member(s). Any such Transfer shall be void from
inception and of no force or effect whatsoever.  Notwithstanding the
foregoing, any transfer that would cause a technical termination pursuant to
Section 708 of the Code will not constitute a Permitted Transfer without the
approval of the Board of Managers.

         

        
          
            
            

          

          
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        ARTICLE
X

        EXCHANGE OF UNITS;
LOCK-UP

         

        Section
10.1.          Grant of Exchange
Rights.


        (a)           Initial Member’s and JDI’s
Rights.  Each Initial Member and JDI shall have the right, but
not the obligation, exercisable at any time or from time to time (the “Exchange Right”), to exchange
with the Company all or a portion of such Initial Member’s and JDI’s Units,
including Units issued pursuant to Section 3.6 (such Units
tendered, the “Offered
Units”), on the terms and subject to the conditions set forth in this
Article X.

         

        (b)           Company’s Rights Upon Exercise of
Exchange Right.  Upon exercise of the Exchange Right by an
Initial Member or JDI, the Company shall exchange such Initial Member’s or JDI’s
Offered Units for the following (the “Exchange Consideration”): (A)
(I) a number of Public Company Shares, to be issued by Secure, equal to the
product of (x) the number of Offered Units and (y) the Exchange Rate (the “Exchange Shares”), and (II)
cash, payable by wire transfer of immediately available funds to the applicable
Initial Member or JDI, in the amount of all dividends and distributions that
would have been paid on the Exchange Shares had the Exchange Shares been
outstanding from the date hereof to the date of the Exchange Notice (the “Dividend Amount”); or (B) (I)
cash, payable by wire transfer of immediately available funds to the applicable
Initial Member or JDI, in an amount equal to the product of (x) the number of
Exchange Shares, and (y) the Fair Market Value as computed on the date on which
the Exchange Notice was delivered to the Company, and (II) cash, payable by wire
transfer of immediately available funds to the applicable Initial Member or JDI,
in the Dividend Amount.  The determination of the election of option
(A) or (B) in the preceding sentence will be made by Secure in its sole
discretion on the terms and subject to the conditions set forth in this Article X; provided, however, that
Secure may not elect option (A) if Secure is then in default under the terms of
the Registration Rights Agreement.

         

        (c)           Exchange Rate.  The
“Exchange Rate” shall be
one (1) Public Company Share for each Unit, and subject to adjustment as
follows:

         

        (i)           In
the event Secure: (a) declares or pays a dividend on the Public Company Shares
in Public Company Shares, (b) splits or subdivides the outstanding Public
Company Shares or (c) effects a reverse stock split or otherwise combines the
outstanding Public Company Shares into a smaller number of Public Company
Shares, the Exchange Rate shall be adjusted by multiplying the Exchange Rate in
effect immediately prior to such adjustment by a fraction, (1) the numerator of
which shall be the number of Public Company Shares issued and outstanding on the
record date for such dividend, distribution, split, subdivision, reverse split
or combination (assuming for such purposes that such dividend, distribution,
split, subdivision, reverse split or combination has occurred as of such time)
and (2) the denominator of which shall be the actual number of Public Company
Shares issued and outstanding on the record date for such dividend,
distribution, split, subdivision, reverse split or combination (assuming for
such purposes that such dividend, distribution, split, subdivision, reverse
split or combination has not occurred as of such time).

         

        (ii)           Any
adjustments to the Exchange Rate shall become effective immediately after the
effective date of such event, retroactive to the record date, if any, for such
event.  In the event of an adjustment of the Exchange Rate, Secure shall provide
prompt written notice to each Initial Member and JDI, including a certificate of
Secure’s principal financial officer certifying the accuracy of the calculation
and providing sufficient details to enable the Initial Members and JDI to verify
the calculation of the new Exchange Rate. The Initial Members and JDI, together,
shall have ten (10) Business Days from the date of receipt of Secure’s written
notice to object in writing, providing sufficient details to enable Secure to
verify the calculation included in such written notice of objection. If Secure,
the Initial Members and JDI are not able to agree on the adjusted Exchange Rate
within ten (10) Business Days of Secure’s receipt of the Initial Members’ or
JDI’s notice of objection, then the Independent Accountant shall determine the
Exchange Rate within ten (10) Business Days thereafter, which determination
shall be binding upon the parties.


        
          
             


          

          
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        (d)           Right to Assign Obligation to Honor
Exchange Right.  The Company may assign to Secure its right to
acquire the Offered Units and to pay the Exchange Consideration in accordance
with this Article X.  Secure
may, in its sole and absolute discretion, elect to accept such assignment, in
which event it shall pay the Exchange Consideration in accordance with this
Article X, and
thereafter the Company shall have no further obligation with respect to such
payment.

         

        (e)           Treatment of Exchange Right upon
Merger of Secure.  Upon (i) any recapitalization,
reclassification or change of the outstanding Public Company Shares (other than
a change in par value, or from par value to no par value, or from no par value
to par value, or as a result of a split, subdivision or combination), (ii) any
consolidation, merger or combination of Secure with another Person as a result
of which holders of Public Company Shares shall be entitled to receive stock,
securities, other property, assets or cash with respect to or in exchange for
such Public Company Shares, or (iii) any statutory share exchange, in each case
as a result of which holders of Public Company Shares shall be entitled to
receive stock, securities, other property, assets or cash with respect to or in
exchange for such Public Company Shares, then:

         

        (A)          At
the effective time of the transaction, the Exchange Right will be changed into a
right to convert all Units into the kind and amount of shares of stock, other
securities or other property or assets, including cash or any combination
thereof, that an Initial Member or JDI would be entitled to receive had such
Initial Member or JDI exercised an Exchange Right with regard to the Units owned
by such Initial Member or JDI immediately prior to the effective time of such
transaction.

         

        (B)          In
the event holders of Public Company Shares have the opportunity to elect the
form of consideration to be received in such transaction, the type and amount of
consideration that the Initial Member or JDI would have been entitled to receive
will be deemed to be the weighted average of the types and amounts of
consideration received by the holders of Public Company Shares that
affirmatively make an election.

         

        Section
10.2.          Exercise of Exchange
Right.

         

        (a)           In
order to exercise the Exchange Right, an Initial Member or JDI shall deliver a
written notice (an “Exchange
Notice”) to such effect to the Company, not less than ten (10) Business
Days prior to the date as of which the Initial Member or JDI desires the closing
(the “Exchange Closing”)
of the exchange to occur (such date, the “Proposed Exchange Closing
Date”).  The Exchange Notice shall include a representation and
warranty by the Initial Member or JDI to the effect that such Initial Member or
JDI owns, and will continue to own until the Exchange Closing, the Offered Units
subject to the Exchange Notice, free and clear of all liens, charges, security
interests, options, claims, mortgages, pledges, proxies, voting trusts or
agreements, obligations, understandings or arrangements or other restrictions on
title or transfer of any nature whatsoever (“Liens”) other than Liens
arising under this Agreement and Liens that will be discharged at or prior to
Exchange Closing.


        
          
             


          

          
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        (b)           Within
five (5) Business Days after receipt by the Company of an Exchange Notice, the
Company shall deliver to the exercising Initial Member or JDI a written
notice:  (i) specifying whether the Company or Secure will satisfy the
Exchange Right and deliver to the Initial Member or JDI the Exchange
Consideration, (ii) setting forth the preferred form of consideration and the
Exchange Rate, (iii) if the Exchange Consideration is to include cash pursuant
to Section 10.1(b)(B),
the applicable Fair Market Value, (iv) if the Exchange Consideration is to
include Public Company Shares pursuant to Section 10.1(b)(A),
confirming whether the Public Company Shares to be delivered to the Initial
Member or JDI will be included for listing on all exchanges on which all other
Public Company Shares are listed, and confirming (a) that there has not been
issued any order suspending the effectiveness of any registration statement
relating to the Public Company Shares and (b) that there has not been a
suspension of the qualification (or exemption from qualification) of any of the
Public Company Shares for sale in any jurisdiction, (v) acknowledging compliance
by Secure with the covenants set forth in Section 10.6  below
and that it is prepared to close on the Exchange Closing Date (as defined below)
and (vi) setting forth the exercising Initial Members’ or JDI’s rights to
receive Earn Out Shares, if any, to be granted on the Exercise Closing
Date.

         

        (c)           An
Initial Member or JDI may withdraw an Exchange Notice at any time prior to the
Exchange Closing Date.

         

        Section
10.3.         Exchange
Closing.  The
Exchange Closing shall, unless otherwise mutually agreed by the Company and the
Initial Member or JDI, be held at the principal offices of the Company, on a
date (the “Exchange Closing
Date”) that is the later of (a) Proposed Exchange Closing Date as
specified in the Exchange Notice or (b) the date that is five Business Days
after the expiration or termination of the waiting period applicable to the
Initial Member or JDI, if any, under the Hart-Scott-Rodino Antirust Improvement
Act of 1976, as amended (the “HSR Act”).  The
Company agrees to use its best efforts to obtain an early termination of the
waiting period applicable to any such acquisition, if any, under the HSR
Act.  Until the Exchange Closing Date, an Initial Member and JDI shall
continue to own his Offered Units, and will continue to be treated as a Member
for all purposes of this Agreement, including, without limitation, for purposes
of voting, consent, allocations and distributions.  Offered Units will
be transferred to the Company only upon receipt by the tendering Initial Member
or JDI of Public Company Shares or cash in payment in full
therefor.

         

        Section
10.4.          Conditions to Exchange
Closing.

         

        (a)           The
obligations of each of the parties to consummate an Exchange Right shall be
subject to the condition that there shall be no injunction, restraining order or
decree of any nature of any Governmental Entity that is in effect that restrains
or prohibits the Exchange Right.

         

        (b)           In
the event that Secure elects to issue Public Company Shares to an Initial Member
or JDI in exchange for Offered Units, the obligation of an Initial Member or JDI
to consummate an Exchange Right shall be subject to the receipt of a certificate
from Secure that it and the Public Company Shares being delivered in connection
with the Closing are in compliance with Section 10.1 and
Section 10.6 and confirming (a) that there has not been issued any
order suspending the effectiveness of any registration statement relating to the
Public Company Shares and (b) that there has not been a suspension of the
qualification (or exemption from qualification) of any of the Public Company
Shares for sale in any jurisdiction.


        
          
             


          

          
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        Section
10.5.          Exchange Closing
Deliveries.  At
each Exchange Closing, with respect to each Initial Member or JDI that requests
the Exchange:

         

        (a)           such
Initial Member or JDI shall deliver to the Company or Secure, as applicable,
certificates representing the Offered Units, free and clear of all Liens,
together with stock powers duly endorsed in blank;

         

        (b)           The
Company or Secure, as applicable, shall deliver to the Initial Member or
JDI:

         

        (i)           The
certificate required by Section 10.4(b); and

         

        (ii)          If
the Exchange Consideration is to be paid in Public Company Shares, a certificate
or certificates, registered in the name of such Initial Member, JDI or its
designee, representing a number of duly authorized, validly issued, fully paid
and non-assessable Public Company Shares as determined in accordance with Section 10.1, which
Public Company Shares shall be free and clear of all Liens; provided, however, the
Company or Secure, as applicable, shall deliver cash, in lieu of any fractional
shares to which such holder would otherwise be entitled, based on the Fair
Market Value for the Public Company Shares.

         

        (iii)         All
certificates representing Public Company Shares shall have endorsed thereon a
legend substantially as follows:

         

        THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES
LAW AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THESE
SECURITIES UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS OR AN OPINION
FROM COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IN FORM AND SUBSTANCE
SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR
UNDER APPLICABLE STATE SECURITIES LAWS.

         

        Section
10.6.         Covenants Relating to the
Exchange.  To
facilitate Secure’s ability fully to perform its obligations hereunder in the
event that it accepts an assignment of an Exchange Right in accordance with
Section 10.1,
Secure covenants and agrees as follows:

         

        (a)           At
all times while the Exchange Rights are in existence, Secure shall reserve for
issuance such number of Public Company Shares as may be necessary to enable
Secure to issue such Shares in full payment of the Exchange Consideration in
regard to all Units which are from time to time outstanding and held by the
Initial Members and JDI.


        
          
             


          

          
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        (b)           All
Public Company Shares issuable upon exercise of the Exchange Rights shall, upon
issuance in accordance with the terms of this Article X, be duly and
validly authorized, issued and fully paid and non-assessable. Such Public
Company Shares shall be free from preemptive rights or any other contingent
purchase rights or Liens.  Secure shall use its best efforts to assure
that such Public Company Shares may be issued as provided herein without
violation of any applicable law or regulation, or of any requirements of any
securities exchange upon which the Public Company Shares may be
listed.

         

        Section
10.7.         Term of Exchange
Rights.  The
Exchange Rights of the Initial Members and JDI with respect to the Units shall
remain in effect, subject to the terms hereof, throughout the existence of the
Company.

         

        Section
10.8.         Lock-Up of Initial Members
and JDI.  From
the date hereof to the earlier of (x) the date on which Secure consummates a
transaction that results in all of its stockholders having the right to exchange
their shares of Common Stock for cash, securities or other property, or (y) the
first anniversary of the date of this Agreement, each Initial Member and JDI
hereby agrees that it shall not Transfer any Public Company Shares it obtains
pursuant to the exercise of an Exchange Right except (a) to a Permitted
Transferee (provided
that the Permitted Transferee agrees, in writing, to be bound by the terms of
this Section 10.8), or (b) to
the extent authorized by Secure in writing prior thereto.

         

        Section
10.9.         Rule 145.  All
Public Company Shares issued pursuant to this Agreement to “affiliates” of the
Company listed on Schedule 10.9 will be
subject to certain resale restrictions under Rule 145 promulgated under the
Securities Act, and all certificates representing such shares shall bear an
appropriate restrictive legend.

         

        Section
10.10.       Secure Series A Preferred
Shares.  On
the date hereof, Secure shall issue to the Member Representative 7,556,675
shares of Secure preferred stock which will be designated by the board of
directors of Secure as a new series of Secure preferred stock titled Series A
preferred voting stock, which will be entitled to one vote per share and to vote
as a single class with the Common Stock on all matters, but which will not be
entitled to any liquidation preferences, dividends or certain other
distributions (the “Series A
Preferred Voting Stock”).  Additionally, Secure shall issue to
the Member Representative additional shares of Series A Preferred Voting Stock
equal to the number of Units that are issued in connection with any Earn-Out
Payments made pursuant to Section
3.6.   At the time that any Offered Units are exchanged
for Public Company Shares pursuant to the terms of this Article X, a like number of
shares of Series A Preferred Voting Stock will be canceled.  Secure
acknowledges and agrees that in connection with the foregoing, on the date
hereof, it shall file with the Delaware Secretary of State a Certificate of
Designation reflecting the foregoing designation, preference and rights, in a
form to be mutually acceptable to Secure and the Company.

         

        ARTICLE
XI

        LIQUIDATION AND DISTRIBUTION
OF ASSETS

         

        Section
11.1.          Dissolution of the
Company.

         

        (a)           Subject
to the limitations set forth in Section 8.9, the Company shall be dissolved,
wound up and terminated as provided herein upon the first to occur of the
following:


        
          
             


          

          
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        (i)           the
entry of a decree of judicial dissolution under Section 18-802 of the
Act;

         

        (ii)          the
determination of the Board of Managers with the consent of the Member
Representative to dissolve the Company; or

         

        (iii)         the
occurrence of any other event that would make it unlawful for the business of
the Company to be continued.

         

        Except as
expressly provided herein or as otherwise required by the Act, the Members shall
have no power to dissolve the Company.

         

        (b)           In
the event of the dissolution of the Company, the Board of Managers or a
liquidating agent or committee appointed by the Board of Managers shall act as a
liquidating agent (the Board of Managers or such liquidating agent or committee,
in such capacity, is hereinafter referred to as the “Liquidator”) and shall
commence to wind up the affairs of the Company and to liquidate Company
assets.  The Members shall continue to share all income, losses and
distributions during the period of liquidation in accordance with Article IV and Article V.  The
Liquidator shall have full right and unlimited discretion to determine the time,
manner and terms of any sale or sales of the Company assets pursuant to such
liquidation, giving due regard to the activity and condition of the relevant
market and general financial and economic conditions.

         

        (c)           The
Liquidator shall have all of the rights and powers with respect to the assets
and liabilities of the Company in connection with the liquidation and
termination of the Company that the Board of Managers would have with respect to
the assets and liabilities of the Company during the term of the Company, and
the Liquidator is hereby expressly authorized and empowered to execute any and
all documents necessary or desirable to effectuate the liquidation and
termination of the Company and the transfer of any Company assets.

         

        (d)           Notwithstanding
the foregoing, a Liquidator which is not a Member shall not be deemed a Member
and shall not have any of the economic interests in the Company of a Member; and
such Liquidator shall be compensated for its services to the Company at normal,
customary and competitive rates for its services to the Company, as reasonably
determined by the Board of Managers.

         

        (e)           Notwithstanding
any other provision of this Agreement, the Bankruptcy of a Member or a Special
Member shall not cause the Member or Special Member, respectively, to cease to
be a member of the Company and upon the occurrence of such an event, the Company
shall continue without dissolution.

         

        (f)           Notwithstanding
any other provision of this Agreement, each Member and each Special Member
waives any right it might have to agree in writing to dissolve the Company upon
the Bankruptcy of the Member or a Special Member, or the occurrence of an event
that causes a Member or a Special Member to cease to be a member of the
Company.

         

        
          
            
            

          

          
            33

            
              

            

          

          
            
            

          

        

         

        Section
11.2.          Distribution in
Liquidation.  Subject
to applicable law, the Company’s assets shall be applied in the following order
of priority:

         

        (a)           first,
to pay the costs and expenses of the winding up, liquidation and termination of
the Company;

         

        (b)           second,
to creditors of the Company, in the order of priority provided by law, including
fees, indemnification payments and reimbursements payable to the Members or
their Affiliates, but not including those liabilities (other than liabilities to
the Members for any expenses of the Company paid by the Members or their
Affiliates, to the extent the Members are entitled to reimbursement hereunder)
to the Members in their capacity as Members;

         

        (c)           third,
to establish reserves reasonably adequate to meet any and all contingent or
unforeseen liabilities or obligations of the Company; provided, however, that at
the expiration of such period of time as the Liquidator may deem in good faith
to be advisable, the balance of such reserves remaining after the payment of
such contingencies or liabilities shall be distributed as hereinafter provided;
and

         

        (d)           fourth,
the remainder to the Members on a pro rata basis in accordance
with their respective Percentage Interests.

         

        Section
11.3.         Final
Reports.  Within
a reasonable time following the completion of the liquidation of the Company’s
assets, the Liquidator shall deliver to each of the Members a statement which
shall set forth the assets and liabilities of the Company as of the date of
complete liquidation and each Member’s portion of distributions pursuant to
Section 11.2.

         

        Section
11.4.         Rights of
Members.  Each
Member shall look solely to the Company’s assets for all distributions with
respect to the Company and such Member’s Capital Contribution (including return
thereof), and such Member’s share of profits or losses thereon, and shall have
no recourse therefor (upon dissolution or otherwise) against the Member, the
Member Representative or the Board of Managers.  No Member shall have
any right to demand or receive property other than cash upon dissolution and
termination of the Company.

         

        Section
11.5.         No Deficit
Restoration.  Notwithstanding
any other provision of this Agreement to the contrary, upon liquidation of a
Member’s Interest in the Company (whether or not in connection with a
liquidation of the Company), no Member shall have any liability to restore any
deficit in its Capital Account.  In addition, no allocation to any
Member of any loss, whether attributable to depreciation or otherwise, shall
create any asset of or obligation to the Company, even if such allocation
reduces the Capital Account of any Member or creates or increases a deficit in
such Capital Account; it is also the intent of the Members that no Member shall
be obligated to pay any such amount to or for the account of the Company or any
creditor of the Company.  Except as set forth in Section 13.11, no
creditor of the Company is intended as a third-party beneficiary of this
Agreement nor shall any such creditor have any rights hereunder.

         

        Section
11.6.         Termination.  The
Company shall terminate when all property owned by the Company shall have been
disposed of and the assets shall have been distributed as provided in Section 11.2 and
Certificate of Cancellation have been filed with the Secretary of State of the
State of Delaware.

         

        
          
             


          

          
            34

            
              

            

          

          
             


          

        

         

        ARTICLE
XII

        AMENDMENT OF
AGREEMENT

         

        Section
12.1.         Amendments.  Except
as expressly limited by Section 8.9 and Article IX hereof, this Agreement may be
amended, and the observance of any term of this Agreement may be waived, with
(and only with) the written consent of Secure and the Member Representative;
provided, however, that
no amendment or waiver that disproportionately and adversely affects any Member
may be approved without such Member’s written consent; provided so long as any
Obligation is outstanding, this Agreement may not be modified, altered,
supplemented or amended unless the Rating Agency Condition is satisfied
except:  (i) to cure any ambiguity or (ii) to convert or supplement
any provision in a manner consistent with the intent of this Agreement and the
other Basic Documents.  Each Member hereby agrees to cooperate and
take all actions reasonably requested by Secure to give effect to any amendment
to this Agreement approved in accordance with this Section 12.1.

         

        Section
12.2.         Amendment of Certificate of
Formation.  In
the event this Agreement shall be amended pursuant to this Article XII, Secure
shall amend the Certificate of Formation to reflect such change if Secure deems
such amendment of the Certificate of Formation to be necessary or
appropriate.

         

        ARTICLE
XIII

        MISCELLANEOUS

         

        Section
13.1.          Notices.  All
notices, consents, waivers and other communications hereunder shall be in
writing and shall be deemed to have been duly given when delivered in person, by
facsimile or other electronic means, receipt confirmed, or on the next Business
Day when sent by reliable overnight courier to the respective Parties at the
following addresses (or at such other address for a Party as shall be specified
by like notice):

         

        
          
            	
                    If
      to a Member:

                  	
                    To
      the addresses set forth below each Member’s name on the signature page
      hereto.

                  
	 
      	 
      
	
                    If
      to the Company:

                  	
                    Ultimate
      Escapes Holdings, LLC

                  
	 
      	
                    3501
      W. Vine St. Suite 225

                  
	 
      	
                    Kissimmee,
      FL 34741

                  
	 
      	
                    Attn:  James
      M. Tousignant, President

                  
	 
      	
                    Facsimile:  (407)
      483-1935

                  
	
                    with
      a copy to:

                  	 
      
	
                    (which
      shall not constitute notice)

                  	
                    Greenberg
      Traurig LLP

                  
	 
      	
                    200
      Park Avenue

                  
	 
      	
                    New
      York, NY 10166

                  
	 
      	
                    Attn:  Alan
      I. Annex, Esq.

                  
	 
      	
                    Facsimile:
      (212) 801-6400

                  


          

        

        


        or to
such other address as any Party hereto may, from time to time, designate in
writing delivered pursuant to the terms of this Section 13.1.


        
          
             


          

          
            35

            
              

            

          

          
             


          

        


        Section
13.2.         Binding Effect;
Assignment.  This
Agreement and all of the provisions hereof shall be binding upon and inure to
the benefit of the Parties hereto and their respective successors and permitted
assigns. This Agreement shall not be assigned by operation of law or otherwise
by any Member except in compliance with Article IX hereof, and
any assignment not permitted hereunder shall be null and void.

         

        Section
13.3.         Waiver of Jury
Trial.  Each
of the Parties hereby waives to the fullest extent permitted by applicable Law
any right it may have to a trial by jury with respect to any Action directly or
indirectly arising out of, under or in connection with this Agreement or the
transactions contemplated hereby. Each of the Parties (a) certifies that no
representative, agent or attorney of any other party has represented, expressly
or otherwise, that such other party would not, in the event of any Action, seek
to enforce that foregoing waiver and (b) acknowledges that it and the other
Parties hereto have been induced to enter into this Agreement by, among other
things, the mutual waivers and certifications in this Section 13.3.

         

        Section
13.4.         Entire
Agreement.  This
Agreement constitutes the entire agreement among the Members with respect to the
subject matter hereof, supersedes and is in full substitution for any and all
prior agreements and understandings among them relating to such subject
matter.  Without limiting the generality of the foregoing, this
Agreement amends, restated and supersedes the Original Agreement in its
entirety, and the Original Agreement is of no further force or
effect.  The Schedules to this Agreement are hereby incorporated and
made a part hereof and are an integral part of this Agreement.

         

        Section
13.5.         Descriptive
Headings.  The
descriptive headings of the several sections of this Agreement are inserted for
convenience only and shall not control or affect the meaning or construction of
any of the provisions hereof.

         

        Section
13.6.         Counterparts.  For
the convenience of the Parties, any number of counterparts of this Agreement may
be executed by any one or more Parties, and each such executed counterpart shall
be, and shall be deemed to be, an original, but all of which shall constitute,
and shall be deemed to constitute, in the aggregate but one and the same
instrument.

         

        Section
13.7.         Governing Law;
Jurisdiction.  This
Agreement shall be governed by, construed and enforced in accordance with the
laws of the State of Delaware without regard to the conflict of laws principles
thereof. All Actions arising out of or relating to this Agreement shall be heard
and determined exclusively in any state or federal court located in Delaware.
The Parties hereto hereby (a) submit to the exclusive jurisdiction of any
Delaware state or federal court for the purpose of any Action arising out of or
relating to this Agreement brought by any Party hereto and (b) irrevocably
waive, and agree not to assert by way of motion, defense or otherwise, in any
such Action, any claim that it is not subject personally to the jurisdiction of
the above-named courts, that its property is exempt or immune from attachment or
execution, that the Action is brought in an inconvenient forum, that the venue
of the Action is improper, or that this Agreement or the transactions
contemplated hereby may not be enforced in or by any of the above-named courts.
The Parties agree that a final judgment in any Action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Each of the Parties irrevocably consents to
the service of the summons and complaint and any other process in any other
Action or proceeding relating to the transactions contemplated by this
Agreement, on behalf of itself or its property, by personal delivery of copies
of such process to such Party.  Nothing in this Section 13.7 shall affect the
right of any Party to serve legal process in any other manner permitted by
law.


        
          
             


          

          
            36

            
              

            

          

          
             


          

        

         

        Section
13.8.         Specific
Performance.  The
Parties hereto agree that irreparable damage would occur in the event that any
of the provisions of this Agreement were not performed by the Company or Secure
in accordance with their specific terms or were otherwise breached. Accordingly,
the Parties further agree that prior to the termination of this Agreement in
accordance with Section 7.1, each Party shall be entitled to seek an injunction
or restraining order to prevent breaches of this Agreement and to seek to
enforce specifically the terms and provisions hereof, this being in addition to
any other right or remedy to which such Party may be entitled under this
Agreement, at law or in equity.

         

        Section
13.9.         Construction.  The
language used in this Agreement will be deemed to be the language chosen by the
Parties to express their mutual intent, and no rule of strict construction will
be applied against any Party.  Any references to any federal, state,
local or foreign statute or law will also refer to all rules and regulations
promulgated thereunder, unless the context requires otherwise.  Unless
the context otherwise requires:  (a) a term has the meaning
assigned to it by this Agreement; (b) “including” means “including but not
limited to”; (c) “or” is disjunctive but not exclusive; (d) words in
the singular include the plural, and in the plural include the singular; and
(e) “$” means the currency of the United States of America.  No
specific provision, representation or warranty shall limit the applicability of
a more general provision, representation or warranty.  It is the
intent of the Parties that each representation, warranty, covenant, condition
and agreement contained in this Agreement shall be given full, separate, and
independent effect and that such provisions are
cumulative.  References to “days” shall mean calendar days unless
expressly stated otherwise.  The words “hereof,” “herein,” “hereby”
and “hereunder” and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this
Agreement. The Parties have participated jointly in the negotiation and drafting
of this Agreement. Consequently, in the event an ambiguity or question of intent
or interpretation arises, this Agreement shall be construed as if drafted
jointly by the Parties hereto, and no presumption or burden of proof shall arise
favoring or disfavoring any party by virtue of the authorship of any provision
of this Agreement.

         

        Section
13.10.       Severability.  In
case any provision in this Agreement shall be held invalid, illegal or
unenforceable in a jurisdiction, such provision shall be modified or deleted, as
to the jurisdiction involved, only to the extent necessary to render the same
valid, legal and enforceable, and the validity, legality and enforceability of
the remaining provisions hereof shall not in any way be affected or impaired
thereby nor shall the validity, legality or enforceability of such provision be
affected thereby in any other jurisdiction. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the
Parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the Parties as closely as possible in a mutually
acceptable manner in order that the transactions contemplated hereunder be
consummated as originally contemplated to the fullest extent
possible.

         

        
          
            
            

          

          
            37

            
              

            

          

          
            
            

          

        

         

        Section
13.11.       Third
Parties.  Agent,
and its successors and assigns, are hereby declared to be intended third
party beneficiaries of the provisions of Section 8.9, and it is expressly
intended that if any of the actions set forth in Section 8.9 are undertaken in
violation of the terms and conditions of this Agreement, Agent, and its
successors and assigns, shall have standing to contest such action in a court of
competent jurisdiction.  Except as set forth in previous sentence and
except for the rights of the Indemnified Parties pursuant to Section 8.8, nothing
contained in this Agreement or in any instrument or document executed by any
party in connection with the transactions contemplated hereby shall create any
rights in, or be deemed to have been executed for the benefit of, any Person
that is not a Party hereto or thereto or a successor or permitted assign of such
a Party.

         

        Section
13.12.       Waiver of
Partition.  The
Members hereby agree that Company assets are not and will not be suitable for
partition.  Accordingly, each of the Members hereby irrevocably waives
any and all rights (if any) that such Member may have to maintain any action for
partition of any of such assets.

         

        Section
13.13.       Certain Constituent Member
Rights.  The
Members acknowledge and agree that there are certain rights granted with respect
to the Company’s assets to certain members of Ultimate Resort, LLC, a Florida
limited liability company (“UR”) pursuant to Section 3.7
of that certain Amended and Restated Operating Agreement of UR dated as of March
9, 2007 (the “UR Member
Rights”).  The Company and the Members acknowledge that they
shall at all times honor the UR Member Rights which are in existence on the date
hereof.

         

        ARTICLE
XIV

        INITIAL PUBLIC
OFFERING

         

        Section
14.1.         Approval.  The
Company may conduct an initial public offering of all or part of its Membership
Interests on such terms as the Board of Managers shall determine.  The
Company may effect a conversion of Membership Interests from those of a limited
liability company to ownership in a corporation on such terms as are approved by
the Board of Managers.

         

        Section
14.2.          Severability.  This
Article is severable from the balance of this Agreement and shall be disregarded
in construction of this Agreement.

         

        
          
            
            

          

          
            38

            
              

            

          

          
            
            

          

        

         

        ARTICLE
XV

        INDEPENDENT MANAGER AND
APPROVAL BOARD

         

        Section
15.1.         Appointment of Independent
Manager.  So
long as any of the Obligations remains outstanding,
the Members shall cause the Company at all times to have at least one (1)
Independent Manager who will be appointed by Ultimate Resort.  Each
Independent Manager shall be, and is hereby designated as a “manager” within the
meaning of Section 18-101(10) of the Act, and shall have only those powers in
management of the business and affairs of the Company as shall be specifically
provided in this Agreement.  To the fullest extent permitted by law,
including Section 18-1101(c) of the Act, each Independent Manager shall consider
only the interests of the Company or UE Holdings Subsidiaries (depending on
which is the subject of the Material Action), including its respective
creditors.  No resignation or removal of an Independent Manager, and
no appointment of a successor Independent Manager, shall be effective until such
successor (i) shall have accepted his or her appointment as an Independent
Manager by a written instrument, which may be a counterpart signature page to
the Management Agreement, and (ii) shall have executed a counterpart to this
Agreement.  In the event of a vacancy in the position of an
Independent Manager, the Members shall, as soon as practicable, appoint a
successor Independent Manager.  All right, power and authority of the
Independent Manager shall be limited to the extent necessary to exercise those
rights and perform those duties specifically set forth in this
Agreement.  Except as provided in the third sentence of this Section 15.1, in exercising
their rights and performing their duties under this Agreement, any Independent
Manager shall have a fiduciary duty of loyalty and care similar to that of a
director of a business corporation organized under the General Corporation Law
of the State of Delaware.  No Independent Manager shall at any time
serve as trustee in bankruptcy for any affiliate of the Company.  Upon
execution hereinbelow, the Members appoint Michael C. Doyle as the initial
Independent Manager of the Company.

         

        Section
15.2.         Approval
Board.  The
Members hereby establish a board (the “Approval Board”), which shall
not be deemed “managers” as defined in the Act (other than the Independent
Manager), but which shall (i) remain in existence (A) for so long as the
Obligations remain outstanding and (B) until the obligations of James Tousignant
pursuant to the Tousignant Guaranty and Richard Keith pursuant to the Keith
Guaranty have been discharged in full, unless the consent of James Tousignant or
Richard Keith, as applicable, is given to earlier termination under this clause
(i)(B) (but such consent shall not affect clause (i)(A)) and (ii) always consist
of the following three persons (unless a successor is appointed in accordance
with the terms hereof):  (1) James Tousignant; (2) Richard Keith; and (3)
the Independent Manager.  If at any time that the Tousignant Guaranty is in
effect, James Tousignant (or his successor) becomes disabled or dies, James
Tousignant or James Tousignant’s guardian (in the case of disability) or his
estate (in the case of his death) shall have the sole right to appoint the
successor person to fill such Approval Board position currently held by James
Tousignant.  If at any time that the Keith Guaranty is in effect, Richard
Keith (or his successor) becomes disabled or dies, Richard Keith or Richard
Keith’s guardian (in the case of disability) or his estate (in the case of his
death) shall have the sole right to appoint the successor person to fill such
Approval Board position currently held by Richard Keith.  Notwithstanding
anything to the contrary contained in this Agreement, the Approval Board shall
not have any authority to manage the business or affairs of the Company and
shall not have any obligations under this Agreement except as expressly set
forth in Section 8.9.

         

        ARTICLE
XVI

        PLEDGE OF
INTERESTS TO AGENT

         

        Section
16.1.         Notwithstanding any
provision of this Agreement to the contrary, upon a foreclosure, sale or other
transfer of the Units of a Member, as a member of the Company (the “Pledged Interest”), pursuant
to the Assignments of Ownership Interests (as defined in the Loan Agreement)
(hereinafter, the “Pledge
Agreement”), the holder of the Pledged Interest shall automatically be
admitted as a member of the Company upon such foreclosure, sale or other
transfer, with all of the rights and obligations of the Member, as member
hereunder.  Such admission shall be deemed effective immediately prior
to such transfer and, immediately following such admission, the transferor
member shall cease to be a member of the Company.  The Company
acknowledges that the pledge of the Pledged Interest made by the Member in
connection with the Pledge Agreement shall, to the fullest extent permitted by
applicable law, be a pledge not only of its rights with respect to the profits
and losses of the Company, but also a pledge of all rights and obligations of
the Member hereunder.  Upon a foreclosure, sale or other transfer of
the Units in the Company pursuant to the Pledge Agreement, the successor Member
may transfer its interests in the Company, subject to Sections 9.1 and 9.4
hereof.  Notwithstanding any provision in the Act or any other
provision contained herein to the contrary, and to the fullest extent permitted
by applicable law, the Member shall be permitted to pledge the Pledged Interest,
and upon any foreclosure of the Pledged Interest in accordance with the Pledge
Agreement, and the admission of the Pledgee as a member of the Company as
provided in this Article XVI, transfer to the Pledgee all such rights and powers
to manage and control the affairs of the Company as it may have
hereunder.

         

        [SIGNATURE
PAGES FOLLOW]


        
          
             


          

          
            39

            
              

            

          

          
             


          

        


        IN
WITNESS WHEREOF, the undersigned Member has caused this counterpart signature
page to the Amended and Restated Operating Agreement of Ultimate Escapes
Holdings, LLC, dated as of October 29, 2009, to be duly executed as of the date
first above written.

         

        
          
            
              
                
                  
                    
                      
                        
                          	 
      	
                                  THE
      COMPANY:

                                
	 
      	 
      
	 
      	
                                  ULTIMATE
      ESCAPES HOLDINGS, LLC

                                
	 
      	 
      
	 
      	
                                  By:

                                	/s/
      Jim Tousignant
	 
      	 
      	
                                  Name:
      Jim Tousignant

                                
	 
      	 
      	
                                  Title:
      President and CEO

                                
	 	 	 
	 
      	
                                  THE
      MEMBERS:

                                
	 	 
	 
      	
                                  SECURE
      AMERICA ACQUISITION CORPORATION

                                
	 
      	 
      
	 
      	
                                  By:

                                	/s/
      C. Thomas McMillen 
	 
      	 
      	
                                  Name:
      C. Thomas McMillen

                                
	 
      	 
      	
                                  Title:
      Co-Chief Executive Officer

                                
	 
      	 
      
	 
      	
                                  Address for Notices:

                                
	 
      	 
      
	 
      	
                                  Secure
      America Acquisition Holdings, LLC

                                
	 
      	
                                  1005
      North Glebe Road, Suite 550

                                
	 
      	
                                  Arlington,
      VA 22201

                                
	 
      	
                                  Attn:
      C. Thomas McMillen

                                
	 
      	
                                  Facsimile:
      (703) 528-0956

                                
	 
      	 
      
	 
      	
                                  ULTIMATE
      RESORT HOLDINGS, LLC

                                
	 
      	 
      
	 
      	
                                  By:

                                	/s/
      Jim Tousignant
	 
      	 
      	
                                  Name:
      Jim Tousignant

                                
	 
      	 
      	
                                  Title:
      CEO

                                
	 
      	 
      
	 
      	
                                  Address for Notices:

                                
	 
      	 
      
	 
      	
                                  Ultimate
      Resort Holdings, LLC

                                
	 
      	
                                  3501
      W. Vine Street, Suite 225

                                
	 
      	
                                  Kissimmee,
      Florida 34741

                                
	 
      	
                                  Attn:  James
      Tousignant

                                
	 
      	
                                  Facsimile
      No.:  (407)
483-1935

                                


                        

                      

                    

                  

                

              

            

          

        


        
          
             


          

          
            40

            
              

            

          

          
             


          

        

        


        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	
                                      PRIVATE
      ESCAPES HOLDINGS, LLC

                                    
	 
      	 
      
	 
      	
                                      By:

                                    	/w/
      Richard Keith
	 
      	 
      	
                                      Name:

                                    
	 
      	 
      	
                                      Title:

                                    
	 
      	 
      
	 
      	
                                      Address for Notices:

                                    
	 
      	 
      
	 
      	
                                      Private
      Escapes Holdings, LLC

                                    
	 
      	
                                      314
      East Mountain Avenue, Suite 101

                                    
	 
      	
                                      Fort
      Collins, Colorado 80524

                                    
	 
      	
                                      Attn:  Richard
      Keith

                                    
	 
      	
                                      Facsimile
      No.:   (970) 212-1620

                                    
	 
      	 
      
	 
      	
                                      JDI
      ULTIMATE, L.L.C.

                                    
	 
      	 
      
	 
      	
                                      By:

                                    	/s/
      Kevin Connor
	 
      	 
      	
                                      Name:
      Kevin Connor

                                    
	 
      	 
      	
                                      Title:
      Manager

                                    
	 
      	 
      
	 
      	
                                      Address for Notices:

                                    
	 
      	 
      
	 
      	
                                      JDI
      Ultimate, L.L.C.

                                    
	 
      	
                                      52
      N. Elston Avenue

                                    
	 
      	
                                      Chicago,
      Illinois 60622

                                    
	 
      	
                                      Attn:  Jeff
      Aeder

                                    
	 
      	
                                      Facsimile
      No.:  (312) 433-0555

                                    
	 
      	 
      	 
      
	 
      	 
      	
                                      SPRINGING
      MEMBERS:

                                    
	 
      	 
      	 
      
	 
      	 
      	/s/
      James Tousignant	 
      
	 
      	 
      	
                                      Name:  James
      Tousignant

                                    
	 
      	 
      	 
      
	 
      	 
      	/s/
      Philip Callaghan	 
      
	 
      	 
      	
                                      Name:  Philip
      Callaghan

                                    
	 
      	 
      	 
      
	 
      	 
      	
                                      INDEPENDENT
      MANAGER:

                                    
	 
      	 
      	 
      
	 
      	 
      	/s/
      Michael C. Doyle	 
      
	 
      	 
      	
                                      Name:  Michael
      C.
Doyle

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        


        
          
             


          

          
            41

            
              

            

          

          
             


          

        


        SCHEDULE
I

         

        UNIT
OWNERSHIP

         

        


        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                      Name

                                                    	 	
                                                      Address

                                                    	 	
                                                      Units

                                                    	 	 	
                                                      Percentage

                                                      Interest

                                                    	 	 	
                                                      Sharing

                                                      Percentage

                                                    	 	 	
                                                      Earn-Out

                                                      Sharing

                                                      Percentage

                                                    	 	 	
                                                      Capital

                                                      Account

                                                    	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                      Secure
      America Acquisition Corporation

                                                    	 	
                                                      See
      Signature Pages

                                                    	 	 	1,232,601	 	 	 	14.02	%	 	 	N/A	 	 	 	N/A	 	 	$	9,786,853.13	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                      Ultimate
      Resort Holdings, LLC

                                                    	 	
                                                      See
      Signature Pages

                                                    	 	 	3,858,571	 	 	 	43.90	%	 	 	49.89	%	 	 	56.13	%	 	$	30,637,054	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                      JDI
      Ultimate, L.L.C.

                                                    	 	
                                                      See
      Signature Pages

                                                    	 	 	3,123,797	 	 	 	35.54	%	 	 	42.11	%	 	 	35.87	%	 	$	24,802,948	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                      Private
      Escapes Holdings, LLC

                                                    	 	
                                                      See
      Signature Pages

                                                    	 	 	574,307	 	 	 	6.54	%	 	 	8.0	%	 	 	8.0	%	 	$	4,560,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                      Totals

                                                    	  	 
      	 	 	9,189,276	 	 	 	100.00	%	 	 	100	%	 	 	100	%	 	$	69,786,855.13	 


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

        
          
             


          

          
            42

            
              

            

          

          
             


          

        


        SCHEDULE
2.1(a)

        Management
Agreement

         

        October
28, 2009

         

        Ultimate
Escapes Holdings, LLC

        3501 W.
Vine Street, Suite 225

        Kissimmee,
Florida 34741

        


        Re:           Management Agreement
— Ultimate Escapes Holdings, LLC

        


        Ladies
and Gentlemen:

         

        For good
and valuable consideration, the undersigned Person, who has been designated as
an Independent Manager of Ultimate Escapes Holdings, LLC, a Delaware limited
liability company (the “Company”), in
accordance with the Amended and Restated Operating Agreement of the Company,
dated as of October 28, 2009, as it may be amended or restated from time to time
(the “LLC
Agreement”), hereby agrees as follows:

         

        1.           The
undersigned accepts such Person’s rights and authority as the Independent
Manager under the LLC Agreement and agrees to perform and discharge such
Person’s duties and obligations as the Independent Manager under the LLC
Agreement, and further agrees that such rights, authorities, duties and
obligations under the LLC Agreement shall continue until such Person’s successor
as the Independent Manager is designated or until such Person’s resignation or
removal as the Independent Manager in accordance with the LLC
Agreement.  The undersigned agrees and acknowledges that he has been
designated as a “manager” of the Company within the meaning of the Delaware
Limited Liability Company Act.

         

        2.           So
long as any Obligation is outstanding, the undersigned agrees, solely in his
capacity as a creditor of the Company on account of any indemnification or other
payment owing to the undersigned by the Company, not to acquiesce, petition or
otherwise invoke or cause the Company to invoke the process of any court or
governmental authority for the purpose of commencing or sustaining a case
against the Company under any federal or state bankruptcy, insolvency or similar
law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Company or any substantial part of
the property of the Company, or ordering the winding up or liquidation of the
affairs of the Company.

         

        3.           THIS
MANAGEMENT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF DELAWARE, AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED BY
SUCH LAWS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

         

        Initially
capitalized terms used and not otherwise defined herein have the meanings set
forth in the LLC Agreement.

         

        IN
WITNESS WHEREOF, the undersigned has executed this Management Agreement as of
the day and year first above written.

         

        
          
            
              
                	 
      	 	 
      
	 
      	
                        Michael
      C. Doyle

                      


              

            

          

        


        
          
             


          

          
            43

            
              

            

          

          
             


          

        


        SCHEDULE
3.4(f)

        


        CERTIFICATE
FOR

        ULTIMATE ESCAPES HOLDINGS,
LLC

         

        Certificate
Number
____                                                                                                ___
Units

         

        ULTIMATE ESCAPES HOLDINGS,
LLC, a Delaware limited liability company (the “Company”), hereby certifies
that __________________________ (the “Holder”) is the registered
owner of _____ Units in the Company (the “Interests”).

         

        THE UNITS
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

         

        THE UNITS
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER RESTRICTIONS AND OTHER
TERMS CONTAINED IN THE AMENDED AND RESTATED OPERATING AGREEMENT OF ULTIMATE
ESCAPES HOLDINGS, LLC, DATED AS OF OCTOBER 28, 2009, AS SUCH AGREEMENT MAY BE
AMENDED FROM TIME TO TIME. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S
PRINCIPAL EXECUTIVE OFFICES.

         

        By
acceptance of this Certificate, and as a condition to being entitled to any
rights and/or benefits with respect to the Interests evidenced hereby, the
Holder is deemed to have agreed to comply with and be bound by all of the terms
and conditions of the Agreement.  The Company will furnish a copy of
the Agreement to the Holder without charge upon written request to the Company
at its principal place of business.  The Company maintains books for
the purpose or registering the transfer of Interests.

         

        Each
limited liability company interest in the Company shall constitute a “security”
within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial
Code (including Section 8-102(a)(15) thereof) as in effect from time to time in
the State of Delaware, and (ii) Article 8 of the Uniform Commercial Code of any
other applicable jurisdiction that now or hereafter substantially includes the
1994 revisions to Article 8 thereof as adopted by the American Law Institute and
the National Conference of Commissioner on Uniform State Laws and approved by
the American Bar Association on February 14, 1995.

         

        This
Certificate shall be governed by and construed in accordance with the laws of
the State of Delaware without regard to principles of conflict of
laws.

         

        IN
WITNESS WHEREOF, the Company has caused this Certificate to be executed by
_______________________ its ______________________ as of the date set forth
below.

         

        
          
            	
                    Dated:
      _____________ __, 200_

                  	
                    ULTIMATE
      ESCAPES HOLDINGS, LLC

                  
	 
      	 
      
	 
      	
                    By:

                  	 
      
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  


          

        


        
          
             


          

          
            44

            
              

            

          

          
             


          

        

         

        REVERSE
SIDE OF CERTIFICATE

        REPRESENTED
INTERESTS OF

        ULTIMATE
ESCAPES HOLDINGS, LLC

         

        FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto
__________________________ [print or typewrite the name of the transferee],
_____________________ [insert Social Security Number or other taxpayer
identification number of transferee], the following specified number of Units:
__________________________ [identify number of Units being transferred], and
irrevocably constitutes and appoints _____________________ as attorney-in-fact
to transfer the same on the books and records of the Company, with full power of
substitution in the premises.

         

        
          
            
              	
                      Dated:
      ___________ ___, 200_

                    	
                      Signature:
      _________________________

                    
	 
      	
                      (Transferor)

                    
	 
      	 
      
	 
      	
                      Address:
      ____________________________

                    


            

          

        

         

        APPLICATION
FOR TRANSFER OF INTERESTS

        The
undersigned applicant (the “Applicant”) hereby (a)
applies for a transfer of the number of Units (the “Transfer”) and applies to be
admitted to the Company as a substitute member of the Company, (b) agrees to
comply with and be bound by all of the terms and provisions of the Agreement,
(c) represents that the Transfer complies with the terms and conditions of the
Agreement, (d) represents that the Transfer does not violate any applicable laws
and regulations, and (e) agrees to execute and acknowledge such instruments
(including, without limitation, a counterpart of the Agreement), in form and
substance satisfactory to the Company, as the Company reasonably deems necessary
or desirable to effect the Applicant’s admission to the Company as a substitute
member of the Company and to confirm the agreement of the Applicant to be bound
by all the terms and provisions of the Agreement with respect to the
Interests.  Initially capitalized terms used herein and not otherwise
defined herein are used as defined in the Agreement.

        


        The
Applicant directs that the foregoing Transfer and the Applicant’s admission to
the Company as a Substitute Member shall be effective as of
______________________________.

         

         

        
          
            
              
                
                  
                    	
                            Name
      of Transferee (Print)

                          	 
      	 
      
	 
      	 
      	 
      
	
                            Dated:

                          	 
      	 
      	
                            Signature:

                          	 
      
	 
      	 
      	 
      	 
      	
                            (Transferee)

                          


                  

                

              

            

          

          Address:_____________________________________________

           

          
            	
                    The
      Company has determined (a) that the Transfer described above is permitted
      by the Agreement, (b) hereby agrees to effect such Transfer and the
      admission of the Applicant as a substitute member of the Company effective
      as of the date and time directed above, and (c) agrees to record, as
      promptly as possible, in the books and records of the Company the
      admission of the Applicant as a substitute
  member.

                  


          

           

        

        
          
            
              	 
      	
                      ULTIMATE
      ESCAPES HOLDINGS, LLC

                    
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	 
      	
                      Name:

                    
	 
      	 
      	
                      Title:

                    


            

          

        

        
          	 
      


        

         

        
          
             


          

          
            45