AMENDED AND RESTATED OPERATING AGREEMENT OF ULTIMATE ESCAPES HOLDINGS, LLC Dated as of October 28, 2009Operating Agreement • October 28th, 2009 • Secure America Acquisition CORP • Hotels & motels • Delaware
This AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) of Ultimate Escapes Holdings, LLC (the “Company”), dated as of October 28, 2009, is entered into by and among the Members listed on the signature pages hereof, Michael C. Doyle, as the Independent Manager (as said term is defined hereinbelow), and James Tousignant and Philip Callaghan, as the Springing Members (as said term is defined hereinbelow). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Section 2.1.
AMENDMENT NO. 1 TO CONTRIBUTION AGREEMENTContribution Agreement • October 28th, 2009 • Secure America Acquisition CORP • Hotels & motels
This Amendment No. 1 to the Contribution Agreement, dated as of October 28, 2009 (this “Amendment”), to the Contribution Agreement dated as of September 2, 2009 (the “Contribution Agreement”) is entered into 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.
