REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2007 • Secure America Acquisition CORP • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [●] day of [●], 2007, by and among Secure America Acquisition Corporation, a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • October 12th, 2007 • Secure America Acquisition CORP • Blank checks • New York
This Warrant Agreement (this “Warrant Agreement”) made as of [●], 2007, between Secure America Acquisition Corporation, a Delaware corporation, with offices at 1005 North Glebe Road, Suite 550, Arlington, VA 22201 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
SHARES OF COMMON STOCK ULTIMATE ESCAPES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 11th, 2010 • Ultimate Escapes, Inc. • Hotels & motels • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 12th, 2007 • Secure America Acquisition CORP • Blank checks • New York
This Agreement is made as of [●], 2007 by and between Secure America Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
FORTRESS AMERICA ACQUISITION CORPORATION II Suite 550 Arlington, VA 22201Stock Subscription Agreement • August 8th, 2007 • Secure America Acquisition CORP • Blank checks • Delaware
We are pleased that Fortress America Acquisition Holdings, LLC (the “Subscriber”) desires to purchase 2,360,000 shares of Common Stock, $0.0001 par value per share (the “Shares”), of Fortress America Acquisition Corporation II, a Delaware corporation (the “Company”). The terms on which the Company is willing to issue the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • November 4th, 2009 • Secure America Acquisition CORP • Hotels & motels • Florida
THIS EMPLOYMENT AGREEMENT (the “Agreement”), made this 29th day of October 2009, between Secure America Acquisition Corporation (the “Company”) and James M. Tousignant (“Executive”).
10,000,000 Units SECURE AMERICA ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • October 12th, 2007 • Secure America Acquisition CORP • Blank checks • New York
Secure America Acquisition Corporation, a Delaware corporation (the “Company”), proposes to sell to the several underwriters named on Schedule I hereto for which SunTrust Robinson Humphrey, Inc. is acting as representative (in such capacity, the “Representative”) an aggregate of 10,000,000 units (the “Firm Units”), with each unit consisting of one share (collectively, the “Unit Shares”) of the Company’s common stock, $.0001 par value (the “Common Stock”), and one warrant (collectively, the “Warrants”) to purchase Common Stock (the “Firm Units”). The Company also proposes to sell, at the Underwriters’ option, an aggregate of up to 1,500,000 additional units of the Company (the “Option Units” and, together with the Firm Units, the “Units”) as set forth below. The terms of the Warrants are provided for in the form of the Warrant Agreement (defined herein). The Units, the Unit Shares, the Warrants and the Common Stock underlying the Warrants (the “Warrant Shares,” and, together with the Un
AMENDED AND RESTATED OPERATING AGREEMENT OF ULTIMATE ESCAPES HOLDINGS, LLC Dated as of October 29, 2009Operating Agreement • December 30th, 2009 • Ultimate Escapes, Inc. • Hotels & motels • Delaware
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.
FOUNDER WARRANT ESCROW AGREEMENTFounder Warrant Escrow Agreement • October 12th, 2007 • Secure America Acquisition CORP • Blank checks • New York
FOUNDER WARRANT ESCROW AGREEMENT, dated as of [●], 2007 (this “Agreement”), by and among Secure America Acquisition Corporation, a Delaware corporation (the “Company”), SECURE AMERICA ACQUISITION HOLDINGS, LLC (the “Founder”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Escrow Agent”).
AMENDED AND RESTATED FOUNDER WARRANT PURCHASE AGREEMENTFounder Warrant Purchase Agreement • October 12th, 2007 • Secure America Acquisition CORP • Blank checks • Delaware
THIS AMENDED AND RESTATED FOUNDER WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of October 12, 2007, between Secure America Acquisition Corporation, a Delaware corporation (the “Company”), and Secure America Acquisition Holdings, LLC, a Delaware limited liability company (the “Purchaser”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 7 hereof.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 27th, 2009 • Secure America Acquisition CORP • Hotels & motels • New York
STOCK PURCHASE AGREEMENT (this “Agreement”) made as of this ____ day of October, 2009 by and among Secure America Acquisition Corporation, a Delaware corporation (“Secure”), and Ultimate Escapes Holdings, LLC, a Delaware limited liability company (the “Target”), on the one hand, and the signatory on the execution page hereof (“Seller”), on the other, and solely for the purposes of Sections 4(d), 7 and 8 hereof, C. Thomas McMillen (“McMillen”), Ultimate and Harvey L. Weiss, jointly and severally (“Weiss,” and together with McMillen and Ultimate, the “Insiders”).
SECURE AMERICA ACQUISITION CORPORATIONWarrant Agreement • October 12th, 2007 • Secure America Acquisition CORP • Blank checks
is the registered holder of a Warrant or Warrants expiring [__________], 2011 (the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share (“Shares”), of Secure America Acquisition Corporation, a Delaware corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the Company’s completion of a merger, capital stock exchange, asset acquisition or other similar business combination and (ii) [ ], 2008, such number of Shares of the Company at the price of $5.25 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock Transfer & Trust Company, but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and Continental Stock Transfer & Trust Company. The Company shall not be obligated
PROXY VOTING AGREEMENT (Weiss/McNeill)Proxy Voting Agreement • October 3rd, 2007 • Secure America Acquisition CORP • Blank checks • Virginia
THIS PROXY VOTING AGREEMENT (this “Agreement”) is made effective as of June 8, 2007 (the “Effective Date”), by and between Harvey L. Weiss (“Weiss”), an individual and a Member of Fortress America Holdings, LLC (“Fortress”) and Philip A. McNeill, an individual (“McNeill”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 4th, 2009 • Secure America Acquisition CORP • Hotels & motels • Delaware
This Registration Rights Agreement (this “ Agreement ”) is made and entered into as of October 29, 2009, by and among Secure America Acquisition Corporation, a Delaware corporation (the “ Company ”), and the investors listed on Schedule A hereto (the “ Investors ”).
FIFTH AMENDMENT TO LOAN DOCUMENTSLoan Agreement • April 15th, 2010 • Ultimate Escapes, Inc. • Hotels & motels • Colorado
THIS FIFTH AMENDMENT TO LOAN DOCUMENTS (“Fifth Amendment”) is effective as of March 22, 2010 (“Effective Date”), and is made by and between Private Escapes Pinnacle, LLC, a Colorado limited liability company (“Borrower”) and Kederike, LLC, a Colorado limited liability company (“Lender”), and is joined by Ultimate Escapes Holdings, LLC, a Delaware limited liability company (“Holdings”), solely with respect to Sections 2(a) and 2(b)(i) below, as the successor in interest of Borrower with respect to ownership of Private Escapes Pinnacle 1600 Broadway, LLC, a New York limited liability company (“1600 LLC”).
CONTRIBUTION AGREEMENT BY AND AMONG SECURE AMERICA ACQUISITION CORPORATION, ULTIMATE ESCAPES HOLDINGS, LLC, ULTIMATE RESORT HOLDINGS, LLC AND THE MEMBER REPRESENTATIVE Dated as of September 2, 2009Contribution Agreement • September 3rd, 2009 • Secure America Acquisition CORP • Blank checks • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of September 2, 2009 by and among Secure America Acquisition Corporation, a Delaware corporation (“Secure”), Ultimate Resort Holdings, LLC, a Delaware limited liability company (“Ultimate Resort”), Ultimate Escapes Holdings, LLC, a Delaware limited liability company (the “Company”), and the representative (the “Member Representative”) of the holders of the issued and outstanding membership interests of the Company and Ultimate Resort. Secure, the Company, Ultimate Resort and the Member Representative are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AGREEMENTBusiness Combination Agreement • October 27th, 2009 • Secure America Acquisition CORP • Hotels & motels • New York
THIS AGREEMENT (this “Agreement”), dated as of October 22, 2009, is made by and among SECURE AMERICA ACQUISITION CORPORATION, a Delaware corporation (“Secure”), and Ultimate Escapes Holdings, LLC, a Delaware limited liability company (the “Target” and, with Secure, the “Companies”), Harvey L. Weiss and C. Thomas McMillen (together, the “Insiders”), on the one hand, and VICTORY PARK CAPITAL ADVISORS, LLC, on behalf of one or more entities for which it acts as investment manager (“Victory Park”), on the other.
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • November 4th, 2009 • Secure America Acquisition CORP • Hotels & motels
This Amendment No. 1 to the Warrant Agreement, dated as of October 29, 2009 (this “ Amendment ”), is entered into by and between Secure America Acquisition Corporation, a Delaware corporation, with offices at 1005 North Glebe Road, Suite 550, Arlington, VA 22201 (the “ Company ”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “ Warrant Agent ”).
Letter Agreement August 7th, 2007Letter Agreement • August 8th, 2007 • Secure America Acquisition CORP • Blank checks • Delaware
We are providing you with this Letter Agreement in connection with the Operating Agreement dated as of June 8, 2007 (the “Operating Agreement”), between C. Thomas McMillen (“McMillen”), Harvey L. Weiss (“Weiss”, and together with McMillen, the “Members”) and Secure America Holdings, LLC (the “Company”, and together with the Members, the “Parties”). Capitalized terms not otherwise defined in this Letter Agreement shall have the meanings specified in the Operating Agreement.
NUMBER _____C SHARESStock Certificate • August 8th, 2007 • Secure America Acquisition CORP • Blank checks
This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
FOURTH AMENDMENT TO CONSOLIDATED AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 4th, 2010 • Ultimate Escapes, Inc. • Hotels & motels • Maryland
THIS FOURTH AMENDMENT TO CONSOLIDATED AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”), is made as of April 19, 2010, by each of the entities listed on Schedule A attached hereto (each individually a “Borrower” and collectively the “Borrowers”) in favor of CapitalSource Finance LLC, as administrative, payment and collateral agent for the benefit of itself and the other Lenders (as hereinafter defined) (in such capacities, “Agent”), CapitalSource Bahamas LLC, a Delaware limited liability company, as collateral agent for the benefit of itself, Agent and the other Lenders (as hereinafter defined) (in such capacity, “Bahamian Collateral Agent”), and the other Lenders (as hereinafter defined) in respect of, and pursuant to, the terms of that certain Consolidated Amended and Restated Loan and Security Agreement, dated as of September 15, 2009, among each Borrower, Agent, Bahamian Collateral Agent and the lenders party thereto (individually and collectively, “Lenders”), as
CONSOLIDATED AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 4th, 2009 • Secure America Acquisition CORP • Hotels & motels • Maryland
THIS FIRST AMENDMENT TO CONSOLIDATED AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND LIMITED WAIVER (this “Agreement”), is made as of October 29, 2009, by each of the entities listed on Schedule A attached hereto (individually and collectively the “Borrowers”) in favor of CapitalSource Finance LLC, as administrative, payment and collateral agent for the benefit of itself and the other Lenders (as hereinafter defined) (in such capacities, “Agent”), CapitalSource Bahamas LLC, a Delaware limited liability company, as collateral agent for the benefit of itself, Agent and the other Lenders (as hereinafter defined) (in such capacity, “Bahamian Collateral Agent”), and the other Lenders (as hereinafter defined) in respect of, and pursuant to, the terms of that certain Consolidated Amended and Restated Loan and Security Agreement, dated as of September 15, 2009, among each Borrower, Agent, Bahamian Collateral Agent and the lenders party thereto (individually and collectively, “Lenders”), a
FORBEARANCE AGREEMENTForbearance Agreement • August 31st, 2010 • Ultimate Escapes, Inc. • Hotels & motels
This FORBEARANCE AGREEMENT (“Agreement”) is made as of August 25, 2010, by each of the entities listed on Schedule A attached hereto (each individually a “Borrower” and collectively the “Borrowers”), each of the undersigned Guarantors (each a “Guarantor” and collectively, the “Guarantors”), CapitalSource Finance LLC, as administrative, payment and collateral agent for the benefit of itself and the other Lenders (as hereinafter defined) (in such capacities, “Agent”), CapitalSource Bahamas LLC a Delaware limited liability company, as collateral agent for the benefit of itself, Agent and the other Lenders (as hereinafter defined) (in such capacity, “Bahamas Collateral Agent”) and the Lenders (as hereinafter defined).
PROXY VOTING AGREEMENT (McMillen/Rockwell)Proxy Voting Agreement • October 3rd, 2007 • Secure America Acquisition CORP • Blank checks • Virginia
THIS PROXY VOTING AGREEMENT (this “Agreement”) is made effective as of June 8, 2007 (the “Effective Date”), by and between C. Thomas McMillen (“McMillen”), an individual and a Member of Fortress America Holdings, LLC (“Fortress”) and S. Kent Rockwell, an individual (“Rockwell”).
ASSIGNMENT AND ASSUMPTION OF LOANAssignment and Assumption of Loan • November 4th, 2009 • Secure America Acquisition CORP • Hotels & motels
This Assignment and Assumption of Loan (this “Assignment”) is dated as of the 29th day of October, 2009 (the “Effective Date”), by JDI ULTIMATE, L.L.C., a Delaware limited liability company, having an address at 852 N. Elston Avenue, Chicago, Illinois 60622 (“Assignor”), for the benefit of ULTIMATE RESORT HOLDINGS, LLC, a Delaware limited liability company, having an address at 3501 W. Vine Street, Suite 225, Kissimmee, Florida 34741 (“Assignee”).
THIRD AMENDED AND RESTATED CONTRIBUTION AGREEMENTContribution Agreement • November 4th, 2009 • Secure America Acquisition CORP • Hotels & motels • Delaware
THIS THIRD AMENDED AND RESTATED CONTRIBUTION AGREEMENT (this “Agreement”) is made as of July 21, 2009 (“Effective Date”) by and among Private Escapes Holdings, LLC, a Delaware limited liability company (as assignee in interest to Private Escapes Premiere, LLC, a Colorado limited liability company, “PE”) on behalf of itself and certain of its affiliates (such affiliates being sometimes referred to hereinafter as “PE Affiliates” and being listed in SCHEDULE ONE attached hereto), and Ultimate Escapes Holdings, LLC, a Delaware limited liability company (hereinafter referred to as “Holdings”) on behalf of itself and all of its affiliates (such affiliates being sometimes referred to as “Holdings Affiliates” and being listed in SCHEDULE TWO attached hereto). Throughout this Agreement, PE, Holdings and/or URH are sometimes referred to as a “Party,” and collectively referred to as the “Parties.” The Holdings Affiliates and PE Affiliates are collectively referred to as “Affiliates.”
AMENDMENT NO. 1 TO CONTRIBUTION AGREEMENTContribution Agreement • October 28th, 2009 • Secure America Acquisition CORP • Hotels & motels
This Amendment No. 1 to the Contribution Agreement, dated as of October 28, 2009 (this “Amendment”), to the Contribution Agreement dated as of September 2, 2009 (the “Contribution Agreement”) is entered into by and among Secure America Acquisition Corporation, a Delaware corporation, (“Secure”), Ultimate Resort Holdings, LLC, a Delaware limited liability company (“Ultimate Resort”), Ultimate Escapes Holdings, LLC, a Delaware limited liability company (the “Company”), and the representative (the “Member Representative”) of the holders of the issued and outstanding membership interests of the Company and Ultimate Resort.
SECURE AMERICA ACQUISITION CORPORATIONService Agreement • August 8th, 2007 • Secure America Acquisition CORP • Blank checks
This letter will confirm our agreement that, commencing on the effective date (“Effective Date”) of the registration statement for the initial public offering (“IPO”) of the securities of Secure America Acquisition Corporation, a Delaware corporation (the “Company”), and continuing until the earlier of the consummation by the Company of a “business combination” or the Company’s liquidation (as described in the Company’s IPO prospectus) (the “Termination Date”), Homeland Security Capital Corporation shall make available to the Company certain office and secretarial services as may be required by the Company from time to time, situated at 1005 North Glebe Road, Suite 550, Arlington, VA 22201. In exchange therefore, the Company shall pay Homeland Security Capital Corporation the sum of $7,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
VOTING AGREEMENTVoting Agreement • November 4th, 2009 • Secure America Acquisition CORP • Hotels & motels • Delaware
This Voting Agreement (this “ Agreement ”), dated as of October 29, 2009, is entered into by and among Secure America Acquisition Holdings, LLC (“ SAAH ”), S. Kent Rockwell, Asa Hutchinson, Philip A. McNeill, Brian C. Griffin and Mark A. Frantz (collectively, with SAAH, the “ SAAC Founders ”), Ultimate Resort Holdings, LLC, a Delaware limited liability company ( “URH” ) and Private Escapes Holdings, LLC, a Delaware limited liability company (“ Private Escapes ,” and together with URH, the “ Members ”).
INDEMNIFICATION AND ESCROW AGREEMENTIndemnification and Escrow Agreement • November 4th, 2009 • Secure America Acquisition CORP • Hotels & motels • New York
THIS INDEMNIFICATION AND ESCROW AGREEMENT (“ Agreement ”) is made and entered into as of October 29, 2009, by and among Secure America Acquisition Corporation, a Delaware corporation (“ Secure ”), Ultimate Escapes Holdings, LLC, a Delaware limited liability company (the “ Company ”), James Tousignant, an individual residing in Orlando, Florida, in his capacity as a representative for the Initial Members (as defined below) of the Company (the “ Member Representative ”), and SunTrust Banks, a Georgia corporation (hereinafter referred to as the “ Escrow Agent ”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • August 8th, 2007 • Secure America Acquisition CORP • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of __________, 2007 (this “Agreement”), by and among Secure America Acquisition Corporation, a Delaware corporation (the “Company”), SECURE AMERICA ACQUISITION HOLDINGS, LLC, a Delaware limited liability company, S. KENT ROCKWELL, PHILIP A. MCNEILL, ASA HUTCHINSON, MARK FRANTZ and BRIAN C. GRIFFIN (collectively, the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Escrow Agent”).
LEASE AGREEMENTLease Agreement • November 4th, 2009 • Secure America Acquisition CORP • Hotels & motels • Florida
THIS LEASE AGREEMENT is made and entered into on November 1, 2005 or upon the date of full completion, by and between LA MIRADA PLAZA, LLC., a Florida Limited Liability Company with its principal office at 3501 West Vine Street, Suite 335, Kissimmee, Florida 34741 (" Landlord "), and Ultimate Resort, LLC, with its principal office at 3501 West Vine Street, Suite 225, Kissimmee, Florida 34741 (“Tenant ").
