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
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 iss
