Summary of SECURE AMERICA ACQUISITION CORP

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Contribution Agreement

On September 2, 2009, Secure America Acquisition Corporation ("SAAC") entered into a Contribution Agreement (the "Contribution Agreement") with Ultimate Resort Holdings, LLC, a Delaware limited liability company ("Ultimate Resort"), Ultimate Escapes Holdings, LLC, a Delaware limited liability company ("Ultimate Escapes"), and the member representative of Ultimate Escapes, pursuant to which SAAC agreed to contribute cash to Ultimate Escapes in exchange for membership units of Ultimate Escapes, subject to the receipt of approval by SAAC's stockholders, as described below (the "Acquisition"). Because SAAC will have no other operating business following the Acquisition, Ultimate Escapes will effectively become a public company at the conclusion of the Acquisition. Ultimate Escapes operates luxury destination club offerings and provides club members and their families with flexible access to a portfolio of multi-million dollar club residences, exclusive member services and resort amenities. Ultimate Escapes is headquartered in Kissimmee, Florida.

Overview of the Acquisition

Upon the closing of the transactions contemplated by the Contribution Agreement,
(a) SAAC will receive 4,687,500 membership units of Ultimate Escapes (provided such number of membership units shall be subject to adjustment upward on a one for one basis to the extent less than 6,250,000 shares of SAAC common stock are not converted into cash or subject to expected retirement based upon forward contracts immediately following the closing), such that SAAC and the owners of Ultimate Escapes prior to the Acquisition (the "UE Owners") will own approximately 39.50% and 60.50%, respectively, of the issued and outstanding membership units of Ultimate Escapes, and (b) the UE Owners will be entitled to convert their membership units of Ultimate Escapes on a one-to-one basis into shares of SAAC'S common stock. In addition, the UE Owners will be eligible to receive up to an aggregate of 7,000,000 additional membership units of Ultimate Escapes, convertible on a one-to-one basis into shares of SAAC common stock, upon the achievement by Ultimate Escapes of certain EBITDA milestones set forth in the Operating Agreement (as defined below).

The closing of the Acquisition is conditioned upon customary closing conditions, as set forth in the Contribution Agreement, including approval of the Acquisition by SAAC's stockholders. In addition, the closing of the Acquisition is conditioned upon fewer than 30% of the issued and outstanding shares of SAAC common stock that were issued in its initial public offering (the "Public Shares"), properly electing to convert their shares into a portion of the cash held in SAAC's trust account.

Structure of the Acquisition

Pursuant to the terms of the Contribution Agreement, SAAC has agreed to contribute cash to Ultimate Escapes in exchange for 4,687,500 membership units in Ultimate Escapes, representing approximately 39.50% of Ultimate Escapes' membership units as of the closing, provided, that such number of membership units shall be subject to adjustment upward on a one for one basis to the extent less than 6,250,000 shares of SAAC common stock are not converted into cash or subject to expected retirement based upon forward contracts immediately following the closing. All of the assets which constituted Ultimate Escapes' business prior to the Acquisition will continue to be held by Ultimate Escapes following the closing. Following the Acquisition, SAAC will change its name to Ultimate Escapes, Inc. and will be a holding company with the following structure:

· SAAC will own 4,687,500 of Ultimate Escapes' membership units immediately following the closing (subject to the adjustment described above);

· The UE Owners will retain the remaining 7,178,841 of Ultimate Escapes' membership units on an aggregate basis (the "retained units"). The retained units are exchangeable into shares of SAAC common stock on a one-for-one basis; and

· Ultimate Escapes will own, directly or indirectly, 100% of the operating companies that comprise the Ultimate Escapes business prior to the consummation of the transactions.

Prior to, and as a condition to, the consummation of the Acquisition, Ultimate Escapes and Ultimate Resort will consummate transactions pursuant to which (i) all of the assets and properties of Ultimate Resort will be contributed to Ultimate Escapes, such that Ultimate Escapes will become the parent holding company of the Ultimate Escapes business, and (ii) Ultimate Escapes will acquire most of the assets and properties of Private Escapes Holdings, LLC (collectively, the "Reorganization").

10%, or 717,884 units, of the retained units will be placed in escrow at the closing to secure the indemnification obligations of the UE Owners to SAAC in connection with the Acquisition. In addition, certain of SAAC's indemnification claims may be set off against the earn-out units that UE Owners may earn in the future, as described below, up to a maximum amount of up to fifteen percent (15%) of the retained units.

In addition, the UE Owners will be eligible to receive up to an aggregate of 7,000,000 additional membership units of Ultimate Escapes, convertible, on a one-to-one basis, into shares of SAAC common stock, upon the achievement by Ultimate Escapes of certain EBITDA milestones set forth in the Operating Agreement (as defined below).

The UE Owners will also have the right to exchange each of their Ultimate Escapes' membership units, including all earn-out units received, if any, at any time for shares of SAAC common stock. However, SAAC may, in its sole discretion, elect to make a cash payment to holders of membership units in lieu of issuing SAAC common stock. The exchange ratio for any membership units so converted into shares of SAAC common stock will be one-for-one.

For each membership unit of Ultimate Escapes issued to the UE Owners, the UE Owners will also receive one share of SAAC Series A Voting Preferred Stock. The Series A Voting Preferred Stock will be entitled to one vote per share and to vote as a single class with the common stock on all matters, but which will not be entitled to a liquidation preference, dividends or certain other distributions. At any time that any UE Owner exchanges membership units of Ultimate Escapes for shares of SAAC common stock, a like number of shares of Series A Voting Preferred Stock will be canceled.

The parties to the Contribution Agreement plan to consummate the Acquisition as promptly as practicable, provided that:

· SAAC's stockholders have approved the Acquisition and the transactions contemplated thereby;

· holders of no more than 30% of the Public Shares vote against the Acquisition and properly demand conversion of their shares into cash;

. . .

ITEM 7.01. REGULATION FD DISCLOSURE.

On September 3, 2009, SAAC is making a presentation with respect to the Acquisition. Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is the investor presentation that will be used by SAAC. Such exhibit and the information set forth therein is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

SAAC will host a conference call to discuss the transactions contemplated by the Acquisition at 4:30 p.m. Eastern Time on September 3, 2009. Investors may listen to the call via telephone by dialing (877) 941-8416 (confirmation code:
4150144), or for international callers, (480) 629-9808. A telephone replay will be available shortly after the call and can be accessed by dialing (800) 406-7325 (confirmation code: 4150144), or for international callers, (303) 590-3030. The replay will be available until September 17, 2009, at 11:59 p.m. Eastern Time. The audio presentation will be web cast live and may be accessed by visiting the Investor Relations section of Secure America's website at www.secureamericacorp.net.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

10.1 Contribution Agreement, by and among Secure America Acquisition Corporation, Ultimate Resort Holdings, LLC, Ultimate Escapes Holdings, LLC and the member representative of Ultimate Escapes Holdings, LLC, dated as of September 2, 2009.*

10.2 Founders Letter Agreement, by and among Secure America Acquisition Holdings, LLC, S. Kent Rockwell, Asa Hutchinson, Philip A. McNeill, Brian C. Griffin, Mark A. Frantz, Ultimate Escapes Holdings, LLC and Secure America Acquisition Corporation, dated as of August 31, 2009.

99.1 Investor Presentation.

99.2 Press Release, dated September 3, 2009.

* The Contribution Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about SAAC. The representations, warranties and covenants contained in the Contribution Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Contribution Agreement. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Contribution Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of SAAC, Ultimate Resort Holdings, LLC, Ultimate Escapes Holdings, LLC, the member representative of Ultimate Escapes Holdings, LLC or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Contribution Agreement, and this subsequent information may or may not be fully reflected in SAAC's public disclosures.