Letter Agreement August 7th, 2007
August
7th, 2007
0000
Xxxxx Xxxxx Xxxx
Xxxxx
000
Xxxxxxxxx,
Xxxxxxxx 00000
Dear
Ladies and Gentlemen:
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. Xxxxxx XxXxxxxx (“XxXxxxxx”),
Xxxxxx X. Xxxxx (“Xxxxx”,
and
together with XxXxxxxx, 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.
1.
The
Parties hereby acknowledge and agree that (i) the Members are the sole Members
of the Company and (ii) the Company serves as the managing member of Secure
America Acquisition Holdings, LLC (“XXXX”),
pursuant to that certain Amended and Restated Limited Liability Company
Operating Agreement dated as of June 8, 2007, made by XXXX and the members
listed on Schedule A thereof.
2.
Each
of the Members hereby acknowledges and agrees that, until the date of the
consummation of the initial business combination (the “Business
Combination”) by Secure America Acquisition Corporation (“SAAC”), (i)
fifty percent (50%) of the Company will be owned and controlled by XxXxxxxx
and
(ii) fifty percent (50%) of the Company will be owned and controlled by
Xxxxx.
3.
Each
of XxXxxxxx and Xxxxx hereby acknowledges and agrees that, until the date of
the
Business Combination, each of XxXxxxxx and Xxxxx shall not transfer any portion
of their respective membership interests in the Company to another Member of
the
Company or to any other person or entity, except that the Members may transfer
their interests in the Company to their respective family members and trusts
of
such family members for estate planning purposes or, upon the death of a Member,
to an estate or beneficiaries of such Member; provided,
that in
each case, any such transferees will be subject to the same transfer
restrictions as the Members until the date of the Business
Combination.
This
letter agreement may be executed in any number
of counterparts and by different parties hereto on separate counterparts, each
complete set of which, when so executed and delivered by all parties, shall
be
an original, but all such counterparts shall together constitute but one and
the
same instrument. This Letter Agreement may be executed by telefacsimile
transmission, and such telefacsimile signatures shall be binding, of full force
and effect, and treated as original signatures. This Letter Agreement shall
be
governed by the substantive laws (other than conflict laws) of the State of
Delaware. Any provision of this Letter Agreement held by a court of competent
jurisdiction to be invalid or unenforceable shall not impair or invalidate
the
remainder of this Letter Agreement, and the effect thereon shall be confined
to
the provision so held to be invalid or unenforceable.
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Please
confirm your agreement with the foregoing by signing and returning the enclosed
copy of this Letter Agreement to the undersigned, whereupon this Letter
Agreement shall become a binding agreement among us and you.
| C. XXXXXX XXXXXXXX | ||
| |
|
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| /s/ C. Xxxxxx XxXxxxxx | ||
|
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||
| XXXXXX X. XXXXX | ||
| |
|
|
| /s/ Xxxxxx X. Xxxxx | ||
|
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||
| SECURE AMERICA HOLDINGS, LLC | ||
| |
|
|
| By: | /s/ C. Xxxxxx XxXxxxxx | |
|
Name: C. Xxxxxx XxXxxxxx |
||
| Title: CEO | ||
Accepted
and Acknowledged as of the 7th
day
of
August, 2007.
| SECURE AMERICA ACQUISITION CORPORATION | |||
| By: /s/ C. Xxxxxx XxXxxxxx | |||
|
Title: Co-CEO |
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