Summary of SECURE AMERICA ACQUISITION CORP

Item 1.01 Entry into a Material Definitive Agreement.

On October 28, 2009, Secure America Acquisition Corporation (the "Company") entered into Amendment No. 1, dated as of October 28, 2009 (the "Amendment"), to the Contribution Agreement, dated as of September 2, 2009 (the "Agreement"), by and among the Company, Ultimate Resort Holdings, LLC, a Delaware limited liability company ("Ultimate Resort"), Ultimate Escapes Holdings, LLC, a Delaware limited liability company (the "Target"), and the representative of the holders of the issued and outstanding membership interests of the Target and Ultimate Resort. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Company's definitive proxy statement dated October 16, 2009 and mailed to all of the Company's warrantholders and stockholders of record as of the close of business on October 13, 2009 (the "Definitive Proxy Statement"). The Contribution Agreement is attached as Annex A to the Definitive Proxy Statement.

Under the terms of the Amendment, the parties have agreed, among other things, that (i) the Company shall contribute a minimum of $8,000,000, instead of $20,000,000, to the Target at the closing of the Acquisition, in exchange for which the Company would receive approximately 1.2 million Units in the Target; and (ii) instead of paying $3,000,000 in cash to Ultimate Resort to satisfy the tax liabilities of Ultimate Resort and its members resulting from the Acquisition (the "Tax Distribution"), Ultimate Resort shall receive approximately an additional 377,834 Units in the Target upon closing of the Acquisition. The Company is in the process of negotiating with certain of its service providers to reduce the amount of fees payable to them by the Company, and/or to take a portion of those fees in the form of restricted shares of the Company's common stock, long-term notes or other non-cash consideration, so that the net cash available to the Target following the closing of the Acquisition will not be materially different than the pro forma financial information presented in the Definitive Proxy Statement.

In addition, the form of Amended and Restated Operating Agreement for the Target attached as Annex B to the Definitive Proxy Statement has been revised, inter alia, to (i) incorporate the admission of JDI Ultimate, L.L.C. ("JDI"), which is converting its membership interests in Ultimate Resort into membership units in the Target pursuant to a redemption by Ultimate Resort of JDI's membership interests in Ultimate Resort (the "JDI Redemption"), such that, immediately after the JDI Redemption (which is expected to take place immediately after the closing of the Acquisition), Ultimate Resort will own approximately 3,858, 571 Units, JDI will own approximately 3,123,797 Units and Private Escapes Holdings, LLC will own approximately 574,307 Units; and (ii) to remove the Tax Distribution and, as a result, issue additional Units to Ultimate Resort and JDI.

Finally, the Second Amended and Restated Certificate of Incorporation, which is subject to the approval of the Company's stockholders under the "Common Capitalization Proposal" and "Charter Amendment and Restatement Proposal," has been amended to include the new name of the Company effective as of the closing of the Acquisition, so that the new Article FIRST of the proposed Second Amended and Restated Certificate of Incorporation now reads, as amended, as follows:

"FIRST: The name of the corporation is Ultimate Escapes, Inc. (hereinafter sometimes referred to as the "Corporation")."

Thus, by approving the "Charter Amendment and Restatement Proposal" in the Definitive Proxy Statement, the Company's stockholders will also be approving the change of the Company's name from "Secure America Acquisition Corporation" to "Ultimate Escapes, Inc."

The Amendment, the Operating Agreement and the revised Second Amended and Restated Certificate of Incorporation are attached hereto as Exhibits 10.1, 10.2 and 3.1, respectively, and are incorporated herein by reference. The foregoing description of the Amendment and the Operating Agreement does not purport to be complete and is qualified in its entirety by reference to such documents.

Item 8.01 Other Event.

On October 26, 2009, the Target notified its club members who meet the eligibility requirements to participate in the redemption value exchange program described in the Definitive Proxy Statement (the "Program") that it was extending the deadline to participate in the Program and purchase shares of the Company's common stock on the open market from October 25, 2009 to October 27, 2009, and that it was increasing the maximum aggregate amount of all club members' redemption value that may be converted pursuant to the program from $10 million to $12 million. As of October 27, 2009, the Target has received commitments from club members to convert a total of approximately $9.7 million of redemption value into Company common stock pursuant to the Program (which conversions are subject to each participant's compliance with all of the terms of the Program).

In addition, on October 28, 2009, the Company issued a press release with respect to its execution of the Amendment and other changes to the deal terms. The Company also announced that it intends to convene and then adjourn, without conducting any business, the Special Meeting of Warrantholders and Special Meeting of Stockholders until 1:00 pm and 1:30 pm on the same day, October 28, 2009, respectively. The press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.