REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2007 • Secure America Acquisition CORP • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [●] day of [●], 2007, by and among Secure America Acquisition Corporation, a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • August 8th, 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”).
FORTRESS AMERICA ACQUISITION CORPORATION II Suite 550 Arlington, VA 22201Secure America Acquisition CORP • August 8th, 2007 • Blank checks • Delaware
We are pleased that Fortress America Acquisition Holdings, LLC (the “Subscriber”) desires to purchase 2,360,000 shares of Common Stock, $0.0001 par value per share (the “Shares”), of Fortress America Acquisition Corporation II, a Delaware corporation (the “Company”). The terms on which the Company is willing to issue the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
FOUNDER WARRANT PURCHASE AGREEMENTFounder Warrant Purchase Agreement • August 8th, 2007 • Secure America Acquisition CORP • Blank checks • Delaware
THIS FOUNDER WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of [●], 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.
FOUNDER WARRANT ESCROW AGREEMENTFounder Warrant Escrow Agreement • August 8th, 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 • August 8th, 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 $6.00 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
Letter Agreement August 7th, 2007Letter Agreement • August 8th, 2007 • Secure America Acquisition CORP • Blank checks • Delaware
We are providing you with this Letter Agreement in connection with the Operating Agreement dated as of June 8, 2007 (the “Operating Agreement”), between C. Thomas McMillen (“McMillen”), Harvey L. Weiss (“Weiss”, and together with McMillen, the “Members”) and Secure America Holdings, LLC (the “Company”, and together with the Members, the “Parties”). Capitalized terms not otherwise defined in this Letter Agreement shall have the meanings specified in the Operating Agreement.
NUMBER _____C SHARESSecure America Acquisition CORP • August 8th, 2007 • Blank checks
This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
SECURE AMERICA ACQUISITION CORPORATIONSecure America Acquisition CORP • August 8th, 2007 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (“Effective Date”) of the registration statement for the initial public offering (“IPO”) of the securities of Secure America Acquisition Corporation, a Delaware corporation (the “Company”), and continuing until the earlier of the consummation by the Company of a “business combination” or the Company’s liquidation (as described in the Company’s IPO prospectus) (the “Termination Date”), Homeland Security Capital Corporation shall make available to the Company certain office and secretarial services as may be required by the Company from time to time, situated at 1005 North Glebe Road, Suite 550, Arlington, VA 22201. In exchange therefore, the Company shall pay Homeland Security Capital Corporation the sum of $7,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
STOCK ESCROW AGREEMENTStock Escrow Agreement • August 8th, 2007 • Secure America Acquisition CORP • Blank checks • New York
STOCK 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, a Delaware limited liability company, S. KENT ROCKWELL, PHILIP A. MCNEILL, ASA HUTCHINSON, MARK FRANTZ and BRIAN C. GRIFFIN (collectively, the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Escrow Agent”).
