10,000,000 Units SECURE AMERICA ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • October 3rd, 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
FOUNDER WARRANT PURCHASE AGREEMENTFounder Warrant Purchase Agreement • October 3rd, 2007 • Secure America Acquisition CORP • Blank checks • Delaware
THIS FOUNDER WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of [●], 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.
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”).
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”).
