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.”
