SECURE AMERICA ACQUISITION CORPORATION
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NUMBER
_______-
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THIS
WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.
NEW
YORK CITY TIME, [__________], 2011
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WARRANTS
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WARRANT
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CUSIP [__________]
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THIS
CERTIFIES THAT, for value received
_______________________________________________________________________________________
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 to deliver any securities pursuant
to the exercise of a Warrant and shall have no obligation to settle a Warrant
exercise unless a registration statement under the Securities Act of 1933,
as
amended (the “Act”),
with
respect to the Common Stock is effective, subject to the Company satisfying
its
obligations under Section 7.4 of the Warrant Agreement to use its best efforts.
In the event that a registration statement with respect to the Common Stock
underlying a Warrant is not effective under the Act, the holder of such Warrant
shall not be entitled to exercise such Warrant and such Warrant may have no
value and expire worthless. In no event will the Company be required to net
cash
settle the warrant exercise. The Warrant Agreement provides that upon the
occurrence of certain events the Warrant Price and the number of Warrant Shares
purchasable hereunder, set forth on the face hereof, may, subject to certain
conditions, be adjusted. The term Warrant Price as used in this Warrant
Certificate refers to the price per Share at which Shares may be purchased
at
the time the Warrant is exercised.
No
fraction of a Share will be issued upon any exercise of a Warrant. If the holder
of a Warrant would be entitled to receive a fraction of a Share upon any
exercise of a Warrant, the Company shall, upon such exercise, round up or down
to the nearest whole number the number of Shares to be issued to such holder.
Upon
any
exercise of the Warrant for less than the total number of full Shares provided
for herein, there shall be issued to the registered holder hereof or the
registered holder’s assignee a new Warrant Certificate covering the number of
Shares for which the Warrant has not been exercised.
Warrant
Certificates, when surrendered at the office or agency of the Warrant Agent
by
the registered holder hereof in person or by attorney duly authorized in
writing, may be exchanged in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for another
Warrant Certificate or Warrant Certificates of like tenor and evidencing in
the
aggregate a like number of Warrants.
Upon
due
presentment for registration of transfer of the Warrant Certificate at the
office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants shall be issued to the transferee in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement,
without charge except for any applicable tax or other governmental charge.
The
Company and the Warrant Agent may deem and treat the registered holder as the
absolute owner of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, of any distribution to the registered holder, and for all
other
purposes, and neither the Company nor the Warrant Agent shall be affected by
any
notice to the contrary.
This
Warrant does not entitle the registered holder to any of the rights of a
stockholder of the Company.
The
Company reserves the right to call the Warrant, in whole and not in part, at
any
time prior to its exercise, with a notice of call in writing to the holders
of
record of the Warrant, giving 30 days’ notice of such call at any time after the
Warrant becomes exercisable if the last sale price of the Shares has been at
least $11.50 per share on each of 20 trading days within any 30 trading day
period ending on the third business day prior to the date on which notice of
such call is given. The call price of the Warrants is to be $.01 per Warrant.
Any Warrant either not exercised or tendered back to the Company by the end
of
the date specified in the notice of call shall be canceled on the books of
the
Company and have no further value except for the $.01 call price.
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By:
X.
Xxxxxx XxXxxxxx, CHAIRMAN
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CORPORATE
THE
STATE OF DELAWARE
SEAL
2007
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By:
Xxxxx Xxxxxx, SECRETARY |
CONTINENTAL
STOCK TRANSFER AND TRUST COMPANY, as Warrant Agent
| By: | |||
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Xxxxxx Xxxxxx, Chairman |
SUBSCRIPTION
FORM
To
Be
Executed by the Registered Holder in Order to Exercise Warrants
The
undersigned Registered Holder irrevocably elects to exercise
______________ Warrants represented by this Warrant Certificate, and to
purchase the shares of Common Stock issuable upon the exercise of such Warrants,
and requests that Certificates for such shares shall be issued in the name
of
_______________________________________________________________________________________
(PLEASE
TYPE OR PRINT NAME AND ADDRESS)
_______________________________________________________________________________________
_______________________________________________________________________________________
_______________________________________________________________________________________
(SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)
and
be
delivered to
___________________________________________________________________________________
(PLEASE
PRINT OR TYPE NAME AND ADDRESS)
_______________________________________________________________________________________
and,
if
such number of Warrants shall not be all the Warrants evidenced by this Warrant
Certificate, that a new Warrant Certificate for the balance of such Warrants
be
registered in the name of, and delivered to, the Registered Holder at the
address stated below:
| Dated: | |||
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(SIGNATURE) |
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(ADDRESS) |
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(TAX IDENTIFICATION NUMBER) |
ASSIGNMENT
To
Be
Executed by the Registered Holder in Order to Assign Warrants
For
Value
Received, _______________________ hereby sells, assigns, and transfers unto
_______________________________________________________________________________________
(PLEASE
TYPE OR PRINT NAME AND ADDRESS)
_______________________________________________________________________________________
_______________________________________________________________________________________
_______________________________________________________________________________________
(SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)
and
be
delivered to
___________________________________________________________________________________
(PLEASE
PRINT OR TYPE NAME AND ADDRESS)
______________________
of the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitutes and appoints _________________________________ Attorney to transfer
this Warrant Certificate on the books of the Company, with full power of
substitution in the premises.
| Dated: | |||
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(SIGNATURE) |
THE
SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION
FORM
MUST
CORRESPOND TO THE NAME WRITTEN UPON THE FACE OF THIS WARRANT
CERTIFICATE
IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER,
AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER
FIRM OF
THE AMERICAN
STOCK
EXCHANGE,
NEW YORK
STOCK
EXCHANGE,
PACIFIC
STOCK
EXCHANGE
OR
CHICAGO
STOCK
EXCHANGE.
