Unassociated Document


    INVESTMENT
      MANAGEMENT TRUST AGREEMENT

    


    This
      Agreement is made as of [●], 2007 by and between Secure America Acquisition
      Corporation (the “Company”)
      and
      Continental Stock Transfer & Trust Company (the
      “Trustee”).

    


    WHEREAS,
      the Company’s
      registration statement on Form S-1, No. 333-144028 (the “Registration
      Statement”),
      relating to the initial public offering of its securities (the “IPO”)
      has
      been declared effective as of the date hereof (the “Effective
      Date”)
      by the
      Securities and Exchange Commission (capitalized terms used herein and not
      otherwise defined shall have the meanings set forth in the Registration
      Statement);

    


    WHEREAS,
      SunTrust
      Robinson Humphrey, Inc. (“SunTrust”)
      is
      acting as the representative of the underwriters in the IPO;

    



      WHEREAS,
        subject to adjustment in the event the Company’s existing shareholders purchase
        any additional shares in the IPO, as described in the Registration Statement,
        and in accordance with the Company’s amended and restated certificate of
        incorporation, an aggregate of $79,200,000 (or $90,840,000, if the underwriters’
over-allotment option is exercised in full), which is comprised of (i) the
        net
        proceeds of the IPO (except as provided in the Registration Statement); (ii)
        $2,075,000 received by the Company in exchange for its securities pursuant
        to
        the private placement that will take place immediately prior to the closing
        of
        the IPO; and (iii) an additional $3,200,000 (or $3,680,000, if the underwriters’
over-allotment option is exercised in full) of the proceeds of the IPO,
        representing deferred underwriting discounts and commissions (the “Deferred
        Discount”),
        which
        the underwriters have agreed to deposit in the Trust Account (as defined
        below),
        will be delivered to the Trustee to be deposited and held in the Trust Account
        for the benefit of the Company, and the holders of shares of the Company’s
        common stock, par value $0.0001 per share (“Common
        Stock”),
        that
        form a part of the units of the Company’s securities issued in the IPO (the
“Units”).
        The
        amount to be delivered to the Trustee will be referred to herein as the
“Property,”
the
        stockholders for whose benefit the Trustee shall hold the Property will be
        referred to as the “Public
        Stockholders,”
and
        the Public Stockholders, the underwriters and the Company will be referred
        to
        collectively as the “Beneficiaries;”
        and


    


    WHEREAS,
      the Company and the Trustee desire to enter into this Agreement to set forth
      the
      terms and con-di-tions pursuant to which the Trustee shall hold the
      Property.

    


    NOW,
      THEREFORE,
      in
      consideration of the foregoing and the mutual covenants and agreements herein
      contained, the parties hereto agree as follows:

    


    1. Agreements
      and Covenants of Trustee.
      The
      Trustee hereby agrees and covenants to:

     

    (a) Hold
      the
      Property in trust for the Beneficiaries in accordance with the terms of this
      Agreement in a segregated trust account (“Trust
      Account”)
      established by the Trustee; 

    


    (b) Manage,
      supervise and administer the Trust Account subject to the terms and conditions
      set forth herein;

    


    (c) In
      a
      timely manner, upon the instruction of the Company, to invest and reinvest
      the
      Property in United States “government securities” within the meaning of Section
      2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days
      or
      less,
      and/or
      in any open ended investment company registered under the Investment Company
      Act
      of 1940 that holds itself out as a money market fund selected by the Company
      meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7
      promulgated under the Investment Company Act of 1940, as determined by the
      Company;

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (d) Collect
      and receive, when due, all principal and income arising from the Property,
      which
      shall become part of the “Property,”
as
      such term is used herein;

    


    (e) Notify
      the Company of all communications received by it with respect to any Property
      requiring action by the Company;

    


    (f) Supply
      any necessary information or documents as may be requested by the Company in
      connection with the Com-pany’s preparation of its tax returns;

    


    (g) Participate
      in any plan or proceeding for protecting or enforcing any right or interest
      arising from the Property if, as and when instructed by the Company to do
      so;

    


    (h) Render
      to
      the Company and to SunTrust, and to such other person as the Company may
      instruct, monthly written statements of the activities of and amounts in the
      Trust Account reflecting all receipts and disbursements of the Trust Account;
      

    


    (i) If
      there
      is any income or other tax obligation relating to the income from the Property
      in the Trust Account as determined by the Company, then, from time to time,
      at
      the written instruction of the Company, the Trustee shall promptly to the extent
      there is not sufficient cash in the Trust Account to pay such tax obligation,
      liquidate such assets held in the Trust Account as shall be designated by the
      Company in writing, and disburse to the Company by wire transfer, out of the
      Property in the Trust Account, the amount indicated by the Company as owing
      in
      respect of such income tax obligation; and

    


    (j) Commence
      liquidation of the Trust Account only after and promptly after receipt of,
      and
      only in accordance with, the terms of a letter (the “Termination
      Letter”),
      in a
      form substantially similar to that attached hereto as either Exhibit
      A
      or
Exhibit B
      hereto,
      signed on behalf of the Company by its President or Chairman of the Board and
      Secretary or Assistant Secretary or other authorized officer of the Company,
      and
      complete the liquidation of the Trust Account and distribute the Property in
      the
      Trust Account only as directed in the Termination Letter and the other documents
      referred to therein; provided,
      however,
      that in
      the event that a Termination Letter has not been received by the Trustee by
      the
      close of business on the “business day” that is the 24-month anniversary of the
      consummation of the IPO (the “Last
      Date”),
      the
      Trust Account shall be liquidated in accordance with the procedures set forth
      in
      the Termination Letter attached as Exhibit
      B
      hereto
      and distributed to the stockholders of record on the Last Date. A business
      day
      shall be any day that is not a Saturday, Sunday or other day on which banks
      are
      required or authorized to be closed in the City of New York. In all cases,
      the
      Trustee shall provide SunTrust with a copy of any Termination Letter and/or
      any
      other correspondence that it receives with respect to any proposed withdrawal
      from the Trust Account promptly after it receives same. The provisions of this
      Section 1(j) may not be modified, amended or deleted under any
      circumstances.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    2. Limited
      Distributions of Income from Trust Account.
      

     

        (a) Upon
      written request from the Company, which may be given from time to time in a
      form
      substantially similar to that attached hereto as Exhibit
      C,
      the
      Trustee shall distribute to the Company from interest earned on the Trust
      Account the amount requested by the Company to
      cover
any
      income tax obligation owed by the Company;

     

        (b) Upon
      written request from the Company, which may be given from time to time in a
      form
      substantially similar to that attached hereto as Exhibit
      D,
      the
      Trustee shall distribute to the Company from interest earned on the Trust
      Account (net of taxes payable thereon) the amount requested by the Company
      to
      cover
      expenses related to investigating and selecting a target business and other
      working capital requirements; provided,
      however,
      that the
      aggregate amount of all such distributions shall not exceed $1,400,000.

     


          (c) From
        and after June 4, 2008, upon written request from the Company, which may be
        given in a form substantially similar to that attached hereto as Exhibit
        E, the Trustee shall distribute to the Company from interest earned on
        the
        Trust Account (net of taxes payable thereon) an aggregate amount of $150,000
        for
        the repayment of a loan made to the Company by Secure America Acquisition
        Holdings, LLC.


     


          (d) The
        limited distributions referred to in Sections 2(a), 2(b)
        and 2(c) above shall be made only from income collected on the
        Property. Except as provided in Sections 2(a), 2(b) and 2(c) above, no
        other distributions from the Trust Account shall be permitted except in
        accordance with Sections 1(i) and (j) hereof


    


    3. Agreements
      and Covenants of the Company.
      The
      Company hereby agrees and covenants to:

    



      (a) Give
        all
        instructions to the Trustee hereunder in writing, signed by the Company’s
        Chairman of the Board or President or other authorized officer. In addition,
        except with respect to its duties under paragraphs 1(i), 1(j), 2(a), 2(b)
        and
        2(c) above, the Trustee shall be entitled to rely on, and shall be
        protected in relying on, any verbal or telephonic advice or instruction which
        it
        in good faith believes to be given by any one of the persons authorized above
        to
        give written instructions, provided that the Company shall promptly confirm
        such
        instructions in writing;


    


    (b) Hold
      the
      Trustee harmless and indemnify the Trustee from and against, any and all
      expenses, including reasonable counsel fees and disbursements, or loss suffered
      by the Trustee in connection with any action, suit or other proceeding brought
      against the Trustee involving any claim, or in connection with any claim or
      demand which in any way arises out of or relates to this Agreement, the services
      of the Trustee hereunder, or the Property or any income earned from investment
      of the Property, except for expenses and losses resulting from the Trustee's
      gross negligence or willful misconduct. Promptly after the receipt by the
      Trustee of notice of demand or claim or the commencement of any action, suit
      or
      proceeding, pursuant to which the Trustee intends to seek indemnification under
      this paragraph, it shall notify the Company in writing of such claim
      (hereinafter referred to as the “Indemnified
      Claim”).
      The
      Trustee shall have the right to conduct and manage the defense against such
      Indemnified Claim, provided, that the Trustee shall obtain the consent of the
      Company with respect to the selection of counsel, which consent shall not be
      unreasonably withheld. The
      Trustee may not agree to settle any Indemnified Claim without the prior written
      consent of the Company, which
      consent shall not be unreasonably withheld. The Company may
      participate in such action with its own counsel; 

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    (c) Pay
      the
      Trustee an initial acceptance fee, an annual fee and a transaction processing
      fee for each disbursement made pursuant to Section 2 as set forth on
Schedule
      A
      hereto,
      which fees shall be subject to modification by mutual agreement of the parties
      from time to time. It is expressly understood that the Property shall not be
      used to pay such fees and further agreed that said transaction processing fees
      shall be deducted by the Trustee from accumulated income at the time that
      disbursements are made to the Company pursuant to Section 2. The Company shall
      pay the Trustee the initial acceptance fee and first year’s fee at the
      consummation of the IPO and thereafter on the anniversary of the Effective
      Date.
      The Trustee shall refund to the Company the annual fee (on a pro rata basis)
      with respect to any period after the liquidation of the Trust Account. The
      Company shall not be responsible for any other fees or charges of the Trustee
      except as set forth in this Section 3(c) and as may be provided in Section
      3(b)
      hereof (it being expressly understood that the Property shall not be used to
      make any payments to the Trustee under such Sections, except to the extent
      it is
      distributed to the Company pursuant to Section 2);

    


    (d) In
      connection with any vote of the Company’s stockholders regarding a Business
      Combination, provide to the Trustee an affidavit or certificate of a firm
      regularly engaged in the business of soliciting proxies and/or tabulating
      stockholder votes verifying the vote of the Company’s stockholders regarding
      such Business Combination.

    


    4. Limitations
      of Liability.
      The
      Trustee shall have no responsibility or liability to:

    


    (a) Take
      any
      action with respect to the Property, other than as directed in paragraphs 1
      and
      2 hereof and the Trustee shall have no liability to any party except for
      liability arising out of its own gross negligence or willful
      misconduct;

    


    (b) Institute
      any proceeding for the collection of any principal and income arising from,
      or
      institute, appear in or defend any proceeding of any kind with respect to,
      any
      of the Property unless and until it shall have received instructions from the
      Company given as provided herein to do so and the Company shall have advanced
      or
      guaranteed to it funds sufficient to pay any expenses incident
      thereto;

    


    (c) Change
      the investment of any Property, other than in compliance with
      paragraph 1(c);

    


    (d) Refund
      any depreciation in principal of any Property;

    


    (e) Assume
      that the authority of any person designated by the Company to give instructions
      hereunder shall not be continuing unless provided otherwise in such designation,
      or unless the Company shall have delivered a written revocation of such
      authority to the Trustee;

    


    (f) The
      other
      parties hereto or to anyone else for any action taken or omitted by it, or
      any
      action suffered by it to be taken or omitted, in good faith and in the exercise
      of its own best judgment, except for its gross negligence or willful misconduct.
      The Trustee may rely conclusively and shall be protected in acting upon any
      order, notice, demand, certificate, opinion or advice of counsel (including
      counsel chosen by the Trustee), statement, instrument, report or other paper
      or
      document (not only as to its due execution and the validity and effectiveness
      of
      its provisions, but also as to the truth and acceptability of any information
      therein contained) which is believed by the Trustee, in good faith, to be
      genuine and to be signed or presented by the proper person or persons. The
      Trustee shall not be bound by any notice or demand, or any waiver, modification,
      termination or rescission of this Agreement or any of the terms hereof, unless
      evidenced by a written instrument delivered to the Trustee signed by the proper
      party or parties and, if the duties or rights of the Trustee are affected,
      unless it shall give its prior written consent thereto;

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    (g) Verify
      the correctness of the information set forth in the Registration Statement
      or to
      confirm or assure that any acquisition made by the Company or any other action
      taken by it is as contemplated by the Registration Statement; 

    


    (h) File
      information returns with the United States Internal Revenue Service and payee
      statements with the Company, documenting the taxes payable by the Company,
      if
      any, relating to interest earned on the Property; 

    


    (i) Prepare,
      execute and file tax reports, income or other tax returns and pay any taxes
      with
      respect to income and activities relating to the Trust Account, regardless
      of
      whether such tax is payable by the Trust Account or the Company (including
      but
      not limited to income tax obligations), it being expressly understood that
      as
      set forth in Section 1(i), if there is any income or other tax obligation
      relating to the Trust Account or the Property in the Trust Account, as
      determined from time to time by the Company and regardless of whether such
      tax
      is payable by the Company or the Trust, at the written instruction of the
      Company, the Trustee shall make funds available in cash from the Property in
      the
      Trust Account an amount specified by the Company as owing to the applicable
      taxing authority, which amount shall be paid directly to the Company by
      electronic funds transfer, account debit or other method of payment, and the
      Company shall forward such payment to the taxing authority; and

    



      (j) Verify
        calculations, qualify or otherwise approve Company requests for distributions
        pursuant to Section 1(i), 1(j), 2(a), 2(b) or 2(c) above.


    


    5. Termination.
      This
      Agreement shall terminate as follows:

    


    (a) If
      the
      Trustee gives written notice to the Company that it desires to resign under
      this
      Agreement, the Company shall use its reasonable efforts to locate a successor
      trustee. At such time that the Company notifies the Trustee that a successor
      trustee has been appointed by the Company and has agreed to become subject
      to
      the terms of this Agreement, the Trustee shall transfer the management of the
      Trust Account to the successor trustee, including but not limited to the
      transfer of copies of the reports and statements relating to the Trust Account,
      whereupon this Agreement shall terminate; provided, however, that, in the event
      that the Company does not locate a successor trustee within ninety days of
      receipt of the resignation notice from the Trustee, the Trustee may submit
      an
      application to have the Property deposited with any court in the State of New
      York or with the United States District Court for the Southern District of
      New
      York and, upon such deposit, the Trustee shall be immune from any liability
      whatsoever; or 

    


    (b) At
      such
      time that the Trustee has completed the liquidation of the Trust Account in
      accordance with the provisions of paragraph 1(j) hereof, and distributed the
      Property in accordance with the provisions of the Termination Letter, this
      Agreement shall terminate except with respect to Paragraph 3(b).

    


    6. Miscellaneous.

    


    (a) Notwithstanding
      any other provision of this Agreement, the Trustee confirms its understanding
      that the Company has established the Trust Account relating to the Units being
      sold in the IPO. The Trustee acknowledges that the Trust Account will exist
      for
      the benefit of the Company’s Public Stockholders and the monies from the Trust
      Account may only be disbursed upon the occurrence of certain events, as more
      fully described in the Prospectus, and
      the
      Trustee hereby waives any and all right, title, interest of claim of any kind
      in
      or to any distribution of any property held in the Trust Account that it or
      its
      affiliates may have now or in the future and hereby agrees not to seek recourse,
      reimbursement, payment or satisfaction for any claim of any kind against the
      Trust Account for any reason whatsoever, including in respect of the Company’s
      indemnification obligations set forth in this Agreement. The Trustee
      agrees that neither it nor any of its affiliates have or will have any right,
      title, interest or claim in or to the monies in the Trust Account.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    


      (b) The
        Company and the Trustee each acknowledge that the Trustee will follow the
        procedures set forth below with respect to funds transferred from the Trust
        Account. Upon receipt of written instructions, the Trustee will confirm such
        instructions with an Authorized Individual at an Authorized Telephone Number
        listed on the attached Exhibit F.
        In
        executing funds transfers, the Trustee will rely upon account numbers or
        other
        identifying numbers of a beneficiary, beneficiary's bank or intermediary
        bank,
        rather than names. The Trustee shall not be liable for any loss, liability
        or
        expense resulting from any error in an account number or other identifying
        number, provided it has accurately transmitted the numbers
        provided.


    


    (c) This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of New York, without giving effect to conflicts of law
      principles that would result in the application of the substantive laws of
      another jurisdiction. It may be executed in several original or facsimile
      counterparts, each one of which shall constitute an original, and together
      shall
      constitute but one instrument.

    


    (d) This
      Agreement contains the entire agreement and understanding of the parties hereto
      with respect to the subject matter hereof. Except for Section 1(j) (which may
      not be amended under any circumstances), this Agreement or any provision hereof
      may only be changed, amended or modified by a writing signed by each of the
      parties hereto; provided, however, that no such change, amendment or
      modification may be made without the prior written consent of SunTrust. As
      to
      any claim, cross-claim or counterclaim in any way relating to this Agreement,
      each party waives the right to trial by jury.

    


    (e) The
      parties hereto consent to the jurisdiction and venue of any state or federal
      court located in the City of New York, Borough of Manhattan, for purposes of
      resolving any disputes hereunder.

    


    (f) Any
      notice, consent or request to be given in con-nection with any of the terms
      or
      provisions of this Agreement shall be in writing and shall be sent by express
      mail or similar private courier service, by certified mail (return receipt
      requested), by hand delivery or by facsimile transmission:

    


    if
      to the
      Trustee, to:

    


    Continental
      Stock Transfer 

    &
      Trust Company

    17
      Battery Place 

    New
      York,
      New York 10004

    Attn: Steven
      G.
      Nelson and
      Frank
      Di Paolo

    Fax
      No.:
      (212) 509-5150

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    if
      to the
      Company, to:

     

    Secure
      America Acquisition Corporation

    1005
      North Glebe Road, Suite 550

    Arlington,
      VA 22201

    Attn:
      Harvey L. Weiss, Co-Chief Executive Officer

    Fax
      No.:
(703)
      528-0956

    


    in
      either
      case with copies to:

    


    SunTrust
      Robinson Humphrey, Inc. 

    3333
      Peachtree Road, NE

    Atlanta,
      GA 30326

      Attn:
        Arnold
        Evans
Fax
        No.:
(404)
        926-5995

       

    

    and

    


    Bingham
      McCutchen LLP

    150
      Federal Street

    Boston,
      MA 02110

    Attn:
      Glen R. Openshaw

    Fax
      No:
      (617) 345-5032

    


    


    (g) This
      Agreement may not be assigned by the Trustee without the prior consent of the
      Company.

    


    (h) Each
      of
      the Trustee and the Company hereby represents that it has the full right and
      power and has been duly authorized to enter into this Agreement and to perform
      its respective obligations as contemplated hereunder. The Trustee acknowledges
      and agrees that it shall not make any claims or proceed against the Trust
      Account, including by way of set-off, and shall not be entitled to any funds
      in
      the Trust Account under any circumstance.

    


    (i) Each
      of
      the Company and the Trustee hereby acknowledge that SunTrust is an intended
      third party beneficiary of this Agreement.

    


    


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

    
 

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have duly executed this Investment Management
      Trust
      Agreement as of the date first written above.

    


    
      	 	 	 
	 	CONTINENTAL
              STOCK
              TRANSFER & TRUST COMPANY, 
as Trustee
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:
                

              Title:
                

            


    

     

    
      	 	 	 
	 	SECURE
              AMERICA
              ACQUISITION CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:
                C. Thomas McMillen

              Title:
                 Co-Chief
                Executive Officer and Chairman

            




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      A

     

     

    
      	
              Fee
                Item

            	 	
              Time
                and method of payment 

            	
               

            	
              Amount

            
	 	 	 	 	 
	
              Initial
                acceptance fee

            	 	
              Initial
                closing of IPO by wire transfer 

            	 	
              $1,000

            
	
              Annual
                fee

            	 	
              First
                year, initial closing of IPO by wire transfer; thereafter on the
                anniversary of the effective date of the IPO by wire transfer or
                check

            	 	
              $3,000

            
	
              Transaction
                processing fee for disbursements to Company under Section
                2

            	 	
              Deduction
                by Trustee from accumulated income following disbursement made to Company
                under Section 2

            	 	
              $250

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    Secure
      America Acquisition Corporation

    1005
      North Glebe Road, Suite 550

    Arlington,
      VA 22201

    


    [Insert
      date]

    


    Continental
      Stock Transfer 

    &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Steven G. Nelson, Chairman

    


    Re: Trust
      Account No. [●] 

    


    Gentlemen:

    


    Pursuant
      to paragraph 1(j) of the Investment Management Trust Agreement between Secure
      America Acquisition Corporation (the “Company”)
      and
      Continental Stock Transfer & Trust Company (the “Trustee”),
      dated
      as of [●],
      2007
      (the “Trust
      Agreement”),
      this
      is to advise you that the Company has entered into an agreement (the
“Business
      Agreement”)
      with
[●]
      (the
“Target
      Business”)
      to
      consummate a business combination with Target Business (the “Business
      Combination”)
      on or
      about [insert
      date].
      The
      Company shall notify you at least 48 hours in advance of the actual date of
      the
      consummation of the Business Combination (the “Consummation
      Date”).
      Capitalized terms used herein without definitions shall have the respective
      meanings assigned to such terms in the Trust Agreement.

    


    In
      accordance with the terms of the Trust Agreement, we hereby authorize you to
      commence liquidation of the Trust Account to the effect that, on the
      Consummation Date, all of the funds held in the Trust Account will be
      immediately available for transfer to the account or accounts that the Company
      shall direct on the Consummation Date.

    


    On
      the
      Consummation Date, (i) the Company shall deliver to you written notification
      that the Business Combination has been consummated and (ii) the Company shall
      deliver to you (a) a certificate which verifies the vote of the Company’s
      stockholders in connection with the Business Combination and (b) written
      instructions with respect to the trans-fer of the funds held in the Trust
      Account (the “Instruction
      Letter”).
      You
      are hereby directed and authorized to transfer the funds held in the Trust
      Account immediately upon your receipt of the certificate referenced above and
      the Instruction Letter, in accordance with the terms of the Instruction Letter.
      In the event that certain deposits held in the Trust Account may not be
      liquidated by the Consummation Date without penalty, you will notify the Company
      of the same and the Company shall direct you as to whether such funds should
      remain in the Trust Account and distributed after the Consummation Date to
      the
      Company. Upon the distribution of all the funds in the Trust Account pursuant
      to
      the terms hereof, the Trust Agreement shall be terminated.

    


    In
      the
      event that the Business Combination is not consummated on the Consummation
      Date
      described in the notice thereof and we have not notified you on or before the
      original Consummation Date of a new Consummation Date, then the funds held
      in
      the Trust Account shall be reinvested as provided in the Trust Agreement on
      the
      business day immediately following the Consummation Date as set forth in the
      notice.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      	 	 	 
	 	Very truly yours, 
	 	 
	 	SECURE
              AMERICA ACQUISITION CORPORATION
	 
 	 
 	 
 
	 	By: 	 
	 	 	
               

                

              

              C. Thomas McMillen, Co-Chief Executive Officer
                and Chairman

            
	 	 	 
	 	 	 
	 	By:  	 
	 	
              
James
              Maurer, Chief Financial Officer and
              Secretary


    

    
 

    cc:
      SunTrust Robinson Humphrey, Inc.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    Secure
      America Acquisition Corporation

    1005
      North Glebe Road, Suite 550

    Arlington,
      VA 22201

    


    [Insert
      date]

    


    Continental
      Stock Transfer 

    &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Steven G. Nelson, Chairman

    


    Re: Trust
      Account No. [●] 

    


    Gentlemen:

    


    Pursuant
      to paragraph 1(j) of the Investment Management Trust Agreement between Secure
      America Acquisition Corporation(the “Company”)
      and
      Continental Stock Transfer & Trust Company (“Trustee”),
      dated
      as of [●], 2007 (the “Trust
      Agreement”),
      this
      is
      to advise you that the Company has been unable to effect a Business Combination
      with a Target Company within the time frame specified in the Company’s
      Certificate of Incorporation, as described in the Company’s prospectus relating
      to its IPO. Capitalized terms used herein without definitions shall have the
      respective meanings assigned to such terms in the Trust Agreement.

    


    In
      accordance with the terms of the Trust Agreement, we hereby authorize you to
      commence liquidation of the Trust Account. The
      Company has appointed [________________________] to serve as its designated
      paying agent (the “Designated
      Paying Agent”);
      accordingly, you will notify the Company and the Designated Paying Agent in
      writing as to when all of the funds in the Trust Account will be available
      for
      immediate transfer (the “Transfer
      Date”).
      The
      Designated Paying Agent shall thereafter notify you as to the account or
      accounts of the Designated Paying Agent that the funds in the Trust Account
      should be transferred to on the Transfer Date so that the Designated Paying
      Agent may commence distribution of such funds in accordance with the Company’s
      instructions. You shall have no obligation to oversee the Designated Paying
      Agent’s distribution of the funds. Upon the payment to the Designated Paying
      Agent of all the funds in the Trust Account, the Trust Agreement shall terminate
      in accordance with the terms thereof.

    

      	 	 	 
	 	Very truly yours, 
	 	 
	 	SECURE
              AMERICA ACQUISITION CORPORATION
	 
 	 
 	 
 
	 	By: 	 
	 	 	
               

                

              

              C. Thomas McMillen, Co-Chief Executive Officer
                and Chairman

            
	 	 	 
	 	 	 
	 	By:  	 
	 	
              
James
              Maurer, Chief Financial Officer and
              Secretary


    

    
 

    cc:
      SunTrust Robinson Humphrey, Inc.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    Secure
      America Acquisition Corporation

    1005
      North Glebe Road, Suite 550

    Arlington,
      VA 22201

    


    [Insert
      date]

    


    Continental
      Stock Transfer 

    &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Frank Di Paolo and Cynthia Jordan

    


    Re: Trust
      Account No. [●] 

    


    Gentlemen:

    


    Pursuant
      to paragraph 2(a) of the Investment Management Trust Agreement between Secure
      America Acquisition Corporation (the “Company”)
      and
      Continental Stock Transfer & Trust Company (the “Trustee”),
      dated
      as of [●], 2007 (the “Trust
      Agreement”),
      this
      is
      to advise you that the Company hereby requests that you deliver to the Company
      $[●]
      of the
      income earned on the Property (as defined in the Trust Agreement) as of the
      date
      hereof. The Company needs such funds to pay for the income tax obligations
      as
      set forth on the attached tax return or tax statement. In accordance with the
      terms of the Trust Agreement, you are hereby directed and authorized to transfer
      (via wire transfer) such funds promptly upon your receipt of this letter to
      the
      Company’s operating account at:

    


    [WIRE
      INSTRUCTION INFORMATION]

    

      	 	 	 
	 	Very truly yours, 
	 	 
	 	SECURE
              AMERICA ACQUISITION CORPORATION
	 
 	 
 	 
 
	 	By: 	 
	 	 	
               

                

              

              C. Thomas McMillen, Co-Chief Executive Officer
                and Chairman

            
	 	 	 
	 	 	 
	 	By:  	 
	 	
              
James
              Maurer, Chief Financial Officer and
              Secretary


    

    
 

    cc:
      SunTrust Robinson Humphrey, Inc.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

     

    Secure
      America Acquisition Corporation

    1005
      North Glebe Road, Suite 550

    Arlington,
      VA 22201

    


    [Insert
      date]

    


    Continental
      Stock Transfer 

    &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Frank Di Paolo and Cynthia Jordan

    


    Re: Trust
      Account No. [●] 

    


    Gentlemen:

    


    Pursuant
      to paragraph 2(b) of the Investment Management Trust Agreement between Secure
      America Acquisition Corporation (the “Company”)
      and
      Continental Stock Transfer & Trust Company (the “Trustee”),
      dated
      as of [●], 2007 (the “Trust
      Agreement”),
      the
      Company hereby requests that you deliver to the Company $[●]
      of
      the
      net income earned on the Property (as defined in the Trust Agreement) as of
      the
      date hereof, which does not exceed, in the aggregate, with all such prior
      disbursements pursuant to paragraph 2(b), if any, the maximum amount set forth
      in paragraph 2(b). The Company needs such funds to pay its expenses relating
      to
      investigating and selecting a target business and other working capital
      requirements. In accordance with the terms of the Trust Agreement, you are
      hereby directed and authorized to transfer (via wire transfer) such funds
      promptly upon your receipt of this letter to the Company’s operating account
      at:

    


    [WIRE
      INSTRUCTION INFORMATION]

    

      	 	 	 
	 	Very truly yours, 
	 	 
	 	SECURE
              AMERICA ACQUISITION CORPORATION
	 
 	 
 	 
 
	 	By: 	 
	 	 	
               

                

              

              C. Thomas McMillen, Co-Chief Executive Officer
                and Chairman

            
	 	 	 
	 	 	 
	 	By:  	 
	 	
              
James
              Maurer, Chief Financial Officer and
              Secretary


    

    
 

    cc:
      SunTrust Robinson Humphrey, Inc.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


        EXHIBIT
          E



      



        Secure
          America Acquisition Corporation



        1005
          North Glebe Road, Suite 550



        Arlington,
          VA 22201


      



        [Insert
          date]


      



        Continental
          Stock Transfer 



        &
          Trust Company



        17
          Battery Place



        New
          York,
          New York 10004



        Attn:
          Frank Di Paolo and Cynthia Jordan


      



        Re: Trust
          Account No. [●] 


      



        Gentlemen:


      



        Pursuant
          to paragraph 2(c) of the Investment Management Trust Agreement between
          Secure
          America Acquisition Corporation (the “Company”)
          and
          Continental Stock Transfer & Trust Company (the “Trustee”),
          dated
          as of [●], 2007 (the “Trust
          Agreement”),
          the
          Company hereby requests that you deliver to the Company $150,000
          of
          the
          net income earned on the Property (as defined in the Trust Agreement) as
          of the
          date hereof. The Company needs such funds to repay a loan for $150,000
          made to
          the Company by Secure America Acquisition Holdings, LLC. In accordance
          with the
          terms of the Trust Agreement, you are hereby directed and authorized to
          transfer
          (via wire transfer) such funds promptly upon your receipt of this letter
          to the
          Company’s operating account at:


       

    

    

        [WIRE
          INSTRUCTION INFORMATION]



        

          	 	 	 
	 	Very truly yours, 
	 	 
	 	SECURE
                  AMERICA ACQUISITION CORPORATION
	 
 	 
 	 
 
	 	By: 	 
	 	 	
                   

                    

                  

                  C. Thomas McMillen, Co-Chief Executive Officer
                    and Chairman

                
	 	 	 
	 	 	 
	 	By:  	 
	 	
                  
James
                  Maurer, Chief Financial Officer and
                  Secretary


        



        
cc:
          SunTrust Robinson Humphrey, Inc.

      


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


      EXHIBIT
        F


    


    

      
        	
                AUTHORIZED
                  INDIVIDUAL(S) 

                FOR
                  TELEPHONE CALL BACK

              	 	
                AUTHORIZED
                  

                TELEPHONE
                  NUMBER(S)

              
	 	 	 
	
                Company:

              	 	 
	 	 	 
	
                Secure
                  America Acquisition Corporation

              	 	 
	
                1005
                  North Glebe Road, Suite 550

              	 	 
	
                Arlington,
                  VA 22201

              	 	 
	
                Attn:
                  C. Thomas McMillen

              	 	
                (703)
                  528-7073

              
	 	 	 
	
                Trustee:

              	 	 
	 	 	 
	
                Continental
                  Stock Transfer 

              	 	 
	
                &
                  Trust Company

              	 	 
	
                17
                  Battery Place

              	 	 
	
                New
                  York, New York 10004

              	 	 
	
                Attn:
                  Frank Di Paolo, CFO

              	 	
                (212)
                  845-3200