Unassociated Document


    August
31, 2009

     

    Secure
America Acquisition Corporation

    1005
North Glebe Road, Suite 550

    Arlington,
Virginia 22201

    Attention
of C. Thomas McMillen, Chairman and

    Co-Chief
Executive Officer

     

    Ultimate
Escapes Holdings, LLC

    3501 W.
Vine Street, Suite 225

    Kissimmee,
Florida 34741

    Attention
of James M. Tousignant, President and

    Chief
Executive Officer

     

    Re: Transfer of Founder
Shares

     

    Dear
Sirs:

     

    This
letter is being provided pursuant to Section 5.18 of the Contribution Agreement
to be entered into by and among Secure America Acquisition Corporation, a
Delaware corporation (“Secure”), Ultimate Escapes
Holdings, LLC, and the Member Representative (the “Agreement”), and memorializes
our agreement regarding the possible cancellation of Founder Shares (as defined
below). Capitalized terms otherwise not defined herein shall have the meanings
ascribed to them in the Agreement.

     

    Each of
the undersigned hereby confirm(s) that the number of shares of common stock of
Secure, par value $0.0001 per share (the “Common Stock”), that were
acquired by the undersigned as beneficial and/or record owner thereof prior to
the initial public offering (the “IPO”) by Secure of its shares
of Common Stock (the “Founder
Shares”), set forth in the section entitled, “Principal Stockholders,” of
the prospectus relating to Secure’s IPO is accurate as of the date of this
letter.

     

    Each of
the undersigned hereby agrees that, on or prior to the Effective Time, the
undersigned shall transfer to Secure, for no additional consideration, such
number of Founder Shares beneficially owned and/or owned of record by such
undersigned, on a pro rata
basis with all other holders of Founder Shares, such that all issued and
outstanding Founder Shares shall equal twenty percent (20%) (after taking into
account any shares of Common Stock that are expected to be redeemed and any
shares of Common Stock that are expected to be cancelled as a result of forward
sales agreement or similar arrangements (including repayment of bridge loans)
made by Secure in connection with obtaining the Secure Required Vote) of the
issued and outstanding shares of Common Stock of Secure immediately prior to the
Effective Time (collectively, the “Pro Rata Founder Share
Reduction”). Under no circumstances shall the aggregate ownership of the
undersigned holders of Founder Shares be reduced below the Pro Rata Founder
Share Reduction.

     

    In
addition, Secure America Acquisition Holdings, LLC further agrees to the terms
of the amendment to the warrant agreement, in the form attached hereto as Exhibit A, and shall execute
the same when presented for execution at the closing of the transactions
contemplated by the Agreement.

     

    In the
event the Agreement is terminated or abandoned pursuant to Article VII of the
Agreement, the terms of this letter shall be null and void and of no further
force and effect.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Sincerely,

     

    
      
        	
                SECURE
      AMERICA ACQUISITION

              	 
      	
                SECURE
      AMERICA ACQUISITION

              
	
                HOLDINGS, LLC,
      beneficial owner of 2,360,000 Founder Shares and 2,075,000 Founder
      Warrants

              	 
      	
                HOLDINGS, LLC, record
      owner of 2,360,000 Founder Shares and 2,075,000 Founder Warrants, by its
      Managing Member, Secure America Holdings, LLC

              
	 
      	 
      	 
      
	
                /s/
      Philip A. McNeill

              	 
      	
                /s/
      C. Thomas McMillen

              
	
                By:
      Philip A. McNeill, beneficial owner

              	 
      	
                By:
      C. Thomas McMillen

              
	 	 	Chief
      Executive Officer
	
                /s/
      S. Kent Rockwell

              	 
      	
                 

              
	
                By:
      S. Kent Rockwell, beneficial owner

              	 
      	 
      
	 	 	 
	
                /s/
      Philip A. McNeill

              	 
      	 
      
	
                Philip A. McNeill,
      record and beneficial

              	 
      	 
      
	
                owner
      of 30,000 Founder Shares

              	 
      	 
      
	 	 	 
	
                /s/
      S. Kent Rockwell

              	 
      	 
      
	
                S. Kent Rockwell, record
      and beneficial

              	 
      	 
      
	
                owner
      of 30,000 Founder Shares

              	 
      	 
      
	 	 	 
	
                /s/
      Asa Hutchinson

              	 
      	 
      
	
                Asa Hutchinson, record
      and beneficial 

                owner
      of 50,000 Founder Shares

              	 
      	 
      
	 	 	 
	
                /s/
      Mark A. Frantz

              	 
      	 
      
	
                Mark A. Frantz, record
      and beneficial owner 

                of
      20,000 Founder Shares

              	 
      	 
      
	 	 	 
	
                /s/
      Brian C. Griffin

              	 
      	 
      
	
                Brian C. Griffin, record
      and beneficial 

                owner
      of 10,000 Founder Shares

              	 
      	 
      


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Acknowledged
and agreed:

     

    
      
        	
                ULTIMATE
      ESCAPES HOLDINGS, LLC

              	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      James M. Tousignant

              	 
      
	 
      	 
      	
                James
      M. Tousignant, President and Chief Executive Officer

              
	 	 	 	 
	 	 	 	 
	
                SECURE
      AMERICA ACQUISITION CORPORATION

              	 
      
	 	 	 	 
	 
      	
                By:

              	
                /s/
      C. Thomas McMillen

              	 
      
	 
      	 
      	
                C.
      Thomas McMillen, Co-Chief Executive
Officer