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”).
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”).
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.
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
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”).
SECURE AMERICA ACQUISITION CORPORATIONSecure America Acquisition CORP • October 12th, 2007 • 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
