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DOCUMENT TITLE:  CONTRIB UTION AGREEMENT .
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Clause Heading
1.1 - Contributions to the Company by the Members and Secure.
1.2 - Issuance of Membership Interests to Secure.
1.3 - Closing.
1.4 - No Liability.
1.5 - Taking of Necessary Action; Further Action.
1.6 - Outstanding Company Derivative Securities.
ARTICLE II - REPRESENTATIONS AND WARRANTIES OF THE COMPANY
2.1 - Due Organization and Good Standing.
2.2 - Title to Securities; Capitalization.
2.3 - Subsidiaries.
2.4 - Authorization; Binding Agreement.
2.5 - Governmental Approvals.
2.6 - No Violations.
2.8 - Absence of Certain Changes.
2.9 - Absence of Undisclosed Liabilities.
2.7 - Ultimate Resort Financial Statements.
2.10 - Compliance with Laws.
2.11 - Regulatory Agreements; Permits.
2.12 - Litigation.
2.13 - Restrictions on Business Activities.
2.14 - Material Contracts.
2.15 - Intellectual Property.
2.16 - Employee Benefit Plans.
(a) - Definitions.
(b) - Tax Returns and Audits.
2.18 - Finders and Investment Bankers.
2.19 - Title to Properties; Assets.
2.20 - Employee Matters.
2.21 - Environmental Matters.
2.22 - Transactions with Affiliates.
2.23 - Insurance.
2.24 - Books and Records.
2.25 - Board Approval; Required Vote.
2.26 - Information Supplied.
2.27 - Accounts Receivable.
2.28 - Representations and Warranties.
ARTICLE III - REPRESENTATIONS AND WARRANTIES OF SECURE
3.1 - Due Organization and Good Standing.
3.2 - Capitalization.
3.3 - Authorization; Binding Agreement.
3.7 - Absence of Undisclosed Liabilities.
3.4 - Governmental Approvals.
3.5 - No Violations.
3.6 - SEC Filings and Secure Financial Statements.
3.8 - Information Supplied.
3.9 - Absence of Certain Changes.
3.10 - Taxes and Returns.
3.11 - Employee Benefit Plans.
3.12 - Employee Matters.
3.13 - Material Contracts.
3.14 - Litigation.
3.15 - Transactions with Affiliates.
3.16 - Trust Fund.
3.17 - Investment Company Act.
3.18 - Finders and Investment Bankers.
3.19 - Title to Properties.
3.20 - Indebtedness.
3.21 - NYSE Amex Listing.
3.22 - Board Approval.
3.23 - Insurance.
3.24 - Environmental Matters.
3.25 - Intellectual Property.
3.26 - Regulatory Agreements; Permits.
3.27 - Representations and Warranties.
3.28 - Takeover Statutes
4.1 - Conduct of Business of the Company and of Secure.
4.2 - Access and Information; Confidentiality.
4.3 - No Solicitation.
4.4 - Restrictive Covenants.
(a) - Appointment of the Representative.
(b) - Authority After the Effective Time.
(c) - Release from Liability; Indemnification; Authority of Representative.
5.1 - Notification of Certain Matters.
5.2 - Commercially Reasonable Best Efforts.
5.3 - Public Announcements.
5.4 - Option Plan.
5.5 - Proxy Statement.
5.6 - Reservation of Secure Common Stock and Earn-Out Payment.
5.7 - Special Meetings; Mailing of Proxy Statement.
5.9 - Directors and Officers of Secure.
5.13 - Merger.
5.14 - Derivative Securities.
5.10 - Other Actions.
5.11 - Required Information.
5.12 - Charter Protections; Directors and Officers Liability Insurance.
5.15 - Further Assurances.
5.16 - Founders Stock.
5.17 - Certain Activities.
6.1 - Conditions to Each Partys Obligations.
(a) - Lender and Member Approvals.
(b) - Stockholder Approval.
(c) - Antitrust Laws.
(d) - Requisite Regulatory Approvals and Consents.
(e) - No Law.
(f) - Operating Agreement.
(g) - Series A Preferred Voting Stock.
(h) - Voting Agreement.
(i) - Registration Rights Agreement.
(j) - Indemnification and Escrow Agreement.
(k) - Resignations.
(l) - Consummation of the Company Transactions.
6.2 - Conditions to Obligations of Secure.
(a) - Representations and Warranties.
(b) - Agreements and Covenants.
(c) - No Litigation.
(d) - Officer Certificate.
(e) - Secretarys Certificate.
(f) - Company Material Adverse Effect.
(g) - Employment Agreements.
(h) - Legal Opinion.
(i) - Proposed Transaction.
(j) - Underwriting Commissions.
(k) - Warrants.
(l) - Company Derivative Securities.
(m) - Orlando Lease.
6.3 - Conditions to Obligations of the Company.
(f) - Secure Material Adverse Effect.
(g) - Legal Opinion.
(h) - Special Meeting.
6.4 - Frustration of Conditions.
7.1 - Termination.
7.2 - Effect of Termination.
7.3 - Fees and Expenses.
7.4 - Amendment.
7.5 - Waiver.
8.1 - Trust Fund Waiver.
9.1 - Survival.
9.2 - Notices.
9.3 - Binding Effect; Assignment.
9.4 - Governing Law; Jurisdiction.
9.5 - Waiver of Jury Trial.
9.6 - Counterparts.
9.7 - Interpretation.
9.8 - Entire Agreement.
9.9 - Severability.
9.10 - Specific Performance.
9.11 - Third Parties.