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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.

 

 

 

Sincerely,