THIS CONTRIBUTION AGREEMENT (this “ Agreement ”) is made and entered into as of September 2, 2009 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. Secure, the Company, Ultimate Resort and the Member Representative are sometimes referred to herein individually as a “ Party ” and collectively as the “ Parties .”

WHEREAS, each of Private Escapes Holdings, LLC, a Delaware limited liability company (“ Private Escapes ”), and Ultimate Resort has entered into a definitive agreement with the Company pursuant to which Private Escapes and Ultimate Resort shall each contribute to the Company the Member Contribution Property (as hereinafter defined), on terms and conditions substantially similar to and in accordance with those presented by Ultimate Resort to Secure (the “ Company Transactions ”), in exchange for membership units in the Company, such that Ultimate Resort and Private Escapes shall be members (each, a “ Member ,” and together, the “ Members ”) of the Company;

WHEREAS, Secure wishes to contribute the Secure Contribution Property to the Company in exchange for the issuance to Secure of 4,687,500 units in the Company (each, a “ Unit, ” and collectively, the “ Units ”); provided such number of Units shall be subject to adjustment upward on a one for one basis to the extent less than 6,250,000 shares of Secure Common Stock (as such term is hereafter defined) are not converted into cash or subject to expected retirement based upon forward contracts immediately following the Closing;

WHEREAS, the board of directors of Secure has declared it to be advisable and in the best interests of Secure and its stockholders to contribute the Secure Contribution Property to the Company and to consummate the transactions contemplated hereby on the terms and conditions set forth herein; and

WHEREAS, the Company and each of the Members have declared it to be advisable and in the best interests of each respective entity and its owners to consummate the Company Transactions and to consummate the transactions contemplated hereby on the terms and conditions set forth herein; and

WHEREAS, the Parties desire that only the Units to be held by the Members be exchangeable for shares of common stock of Secure, $0.0001 par value per share (“ Secure Common Stock ”), all as to be set forth in the Amended and Restated Operating Agreement of the Company, in the form attached hereto as Exhibit B (the “ Operating Agreement ”), as further described herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1.1   Contributions to the Company by the Members and Secure .

(a)  Subject to and upon the terms and conditions of this Agreement and the other agreements contemplated hereby, Secure will contribute and deliver to the Company on the Closing Date as of the Effective Time (as each such term is hereinafter defined) a minimum of Twenty Million Dollars ($20,000,000) in immediately available funds (collectively, the “ Secure Contribution Property ”).  Subject to the minimum threshold set forth above, the Secure Contribution Property shall equal up to Seventy Percent (70%) of the amount of cash held in the Trust Fund (as hereinafter defined) on the Closing Date ( i.e., after payments for any conversions by holders of shares of Secure Common Stock into a pro rata portion of the cash held in the Trust Fund), less the following amounts:  (a) all of Secure’s accrued expenses and expenses of the transactions contemplated hereby; (b) an aggregate of Three Million Dollars $3,000,000) payable to Company at Closing to satisfy certain tax liabilities incurred by Ultimate Resort in relation to the transactions contemplated hereby (the “ Member Tax Liability ”); (c) any and all tax liabilities of Secure; (d) broker and/or financial advisory fees payable to Morgan Joseph & Co., Inc. and SunTrust Robinson Humphrey in connection with the transactions contemplated hereby; (e) Secure’s deferred underwriting discounts and commissions owed in connection with the IPO (as hereinafter defined) in the amount agreed pursuant to the letter agreement attached hereto as Exhibit F ; and (f) payments made in relation to bridge loan arrangements, forward contracts or other mechanics entered into in connection with obtaining the Required Secure Vote (as hereinafter defined).

(b)  As a condition to the contribution by Secure of the Secure Contribution Property, each Member will have contributed and delivered to the Company, no later than the Closing Date, all of its respective right title and interest in and to those entities and their respective assets listed under Section 2.1 to the Company Disclosure (the “ Member Contribution Property ”).

1.2   Issuance of Membership Interests to Secure .  On the Closing and at the Effective Time, subject to the terms and conditions set forth herein and in the Operating Agreement, the Company shall issue to Secure 4,687,500 Units pursuant to Section 3 of the Operating Agreement; provided such number of Units shall be subject to adjustment upward on a one for one basis to the extent less than 6,250,000 shares of Secure Common Stock are not converted into cash or subject to expected retirement based upon forward contracts immediately following the Closing.

1.3   Closing .  Unless this Agreement shall have been terminated and the transactions contemplated by this Agreement abandoned pursuant to the provisions of Article VII, the closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place on the date on which all of the conditions set forth in Article VI have been satisfied or waived, as the case may be, and when the Secure Contribution Property is contributed to the Company, which contribution shall be consummated and be effective at the time the amendment to Secure’s certificate of incorporation eliminating the text of Article FIFTH thereof in its entirety has been duly filed with the Secretary of State of the State of Delaware or at such other subsequent date or time as Secure and Ultimate Resort may agree and specify in any certificate of amendment with respect thereto in accordance with the General Corporation Law of the State of Delaware (the “ Effective Time ”), but in no event later than October 29, 2009 (the “ Closing Date ”).  The Closing shall take place at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. in New York, New York.

1.4   No Liability .  Notwithstanding any other provision of this Agreement, Secure shall not be liable to any Member for any shares of Secure Common Stock or any amount of cash properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

1.5   Taking of Necessary Action; Further Action .  If, at any time and from time to time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the officers and directors of Secure and the Member Representative shall be and are fully authorized and directed, in the name of and on behalf of Secure, on the one hand, and in the name of and on behalf of Ultimate Resort and the Company, on the other hand, to take, or cause to be taken, all such lawful and necessary action as is not inconsistent with this Agreement.

1.6   Outstanding Company Derivative Securities .  The Company shall, and shall cause its Subsidiaries to, cause all outstanding options, warrants and other derivative securities of the Company or any Subsidiary to have been terminated or that all holders thereof shall have exercised such securities prior to the Effective Time.  Such exercise may be made contingent upon the occurrence of the Closing and no Person shall have any right to acquire any ownership or other equity interest in the Company or any Subsidiary (other than Secure at Closing).

The following representations and warranties by Ultimate Resort and the Company are qualified by those disclosures and exceptions set forth in the Company disclosure schedule (the “ Company Disclosure Schedule ”). The Company Disclosure Schedule shall be arranged in sections corresponding to the numbered and lettered sections and subsections contained in this Section 2 ; provided, that if any section or subsection of the Company Disclosure Schedule discloses an item or information in such a way as to make its relevance to the disclosure required on another section or subsection of the Company Disclosure Schedule reasonably apparent, then the applicable item or information will be deemed to have been also disclosed in such other section or subsection of the Company Disclosure Schedule. From the date hereof through the Effective Time, Ultimate Resort and the Company hereby make the representations and warranties set forth below to Secure with respect to the Company on the basis that the Company Transactions have been consummated.

2.1   Due Organization and Good Standing .

(a)  Each of the Company and each subsidiary of the Company listed on Section 2.1 of the Company Disclosure Schedule (each a “ Company Subsidiary ” and collectively, the “ Company Subsidiaries ”) is a corporation, limited liability company or other entity, duly incorporated, formed, or organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation, formation, or organization and has all requisite corporate, limited liability, or other organizational power and authority to own, lease and operate its respective properties and to carry on its respective business as now being conducted. Each of the Company and each Company Subsidiary is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing would not reasonably be expected to result in a Company Material Adverse Effect. The Company has heretofore made available to Secure accurate and complete copies of the Company’s certificate of formation and Operating Agreement, as amended to date and as currently in effect (the “ Company Organization Documents ”) and the equivalent organizational documents of each of the Company Subsidiaries, each as amended to date and as currently in effect (the “ Company Subsidiary Organization Documents ”). None of the Company or any Company Subsidiary is in violation of any Company Organization Document or Company Subsidiary Organization Document, as the case may be.

(b)  To the knowledge of the Company, the minute books of the Company and each Company Subsidiary contain true, complete and accurate records of all meetings and consents in lieu of meetings of its respective board of directors or managers, if applicable (and any committees thereof), similar governing bodies and Members ( “Corporate Records” ).  Copies of all such Corporate Records of the Company have been heretofore made available to Secure or Secure’s counsel.

(c)  The transfer and ownership records of the Company contain true, complete and accurate records of the securities ownership as of the date of such records and the transfers involving the membership interests of the Company (the “Membership Interests” ) and other securities of the Company.  Copies of all such records of the Company have been heretofore made available to Secure or Secure’s counsel.

For purposes of this Agreement, the term “ Company Material Adverse Effect ” shall mean any change or effect that, individually or in the aggregate, has, or would reasonably be expected to have, a material adverse effect upon the assets, liabilities, business, financial condition or operating results of the Company and the Company Subsidiaries, taken as a whole, except any changes or effects after the date hereof directly or indirectly attributable to (i) general political, economic, financial, capital market or industry-wide conditions (except to the extent that the Company is affected in a disproportionate manner relative to other companies in the industries in which the Company and the Company Subsidiaries conduct business), (ii) the announcement of the execution of this Agreement, or the pendency of the consummation of the transactions contemplated by this Agreement, (iii) any condition described in the Company Disclosure Schedule, (iv) any change in GAAP or interpretation thereof after the date hereof, (v) the execution by the Company and performance of or compliance by the Company with this Agreement, (vi) any failure to meet any financial or other projections, or (vii) any breach by Secure of this Agreement.

2.2   Title to Securities; Capitalization .  i)  The Members collectively hold of record and own all of the Membership Interests, and such Membership Interests are held free and clear of any restrictions on transfer, Encumbrances (other than as disclosed on Section 2.2(a) of the Company Disclosure Schedule , any restriction under the Securities Act of 1933, as amended (the “ Securities Act ”), or any state “blue sky” securities Laws), Taxes, warrants, purchase rights, contracts, assignments, commitments, equities, claims and demands. No Member is a party to any option, warrant, purchase right, or other contract or commitment that could require such Member to sell, transfer, or otherwise dispose of his Membership Interest, other than this Agreement.  Other than as disclosed on Section 2.2(a) of the Company Disclosure Schedule , no Member is a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of his Membership Interest, other than this Agreement. The Membership Interests held by the Members are not subject to preemptive rights, conversion price adjustment rights or rights of first refusal created by any agreement to which any Member is a party.

(b)  Except as disclosed on Section 2.2(b) of the Company Disclosure Schedule , and except for the Membership Interests held by the Members, no membership or other equity or voting interest of the Company, or options, warrants or other rights to acquire any such membership or other equity or voting interest, of the Company is issued and outstanding. The Membership Interests are duly authorized, validly issued, fully paid and non-assessable and were not issued in material violation of any applicable foreign, federal or state securities Laws or the Company Organization Documents. The Company has not entered into any other agreements or commitments to issue any membership interests and has not split, combined or reclassified the Membership Interests.

(c)  Except as otherwise described on Section 2.2(c) of the Company Disclosure Schedule , the Company directly or indirectly owns all of the capital stock of, or other equity interests in, the Company Subsidiaries. There are no (i) outstanding options, warrants, puts, calls, convertible securities, preemptive or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights, or (iii) subscriptions or other rights, agreements, arrangements, contracts or commitments of any character, relating to the issued or unissued membership interests of, or other equity interests in, the Company or any of the Company Subsidiaries or obligating the Company or any of the Company Subsidiaries to issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any options or membership interests of, or other equity interest in, the Company or any of the Company Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating any of the Company Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment for such equity interest. There are no outstanding obligations of the Company or any Company Subsidiaries to repurchase, redeem or otherwise acquire any membership interests, capital stock of, or other equity interests in, the Company or any of the Company Subsidiaries or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any other entity.

(d)  Other than as set forth on Section 2.2(d) of the Company Disclosure Schedule , there are no stockholders or members agreements, voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of the Membership Interests or the capital stock or equity interests of any Company Subsidiary.

(e)   Section 2.2(e) of the Company Disclosure Schedule lists all of the Company’s Indebtedness.  As used in this Agreement, “ Indebtedness ” means (A) all indebtedness for borrowed money or for the deferred purchase price of property or services (other than Expenses and current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices), (B) any other indebtedness that is evidenced by a note, bond, debenture, credit agreement or similar instrument, (C) all obligations under financing leases, (D) all obligations in respect of acceptances issued or created, (E) all liabilities secured by an Encumbrance on any property and (F) all guarantee obligations.  Notwithstanding the foregoing in no event shall Indebtedness include any liability to any of the members of the Company’s destination clubs.

(f)  From December 31, 2008 through the date hereof, except as otherwise described on Section 2.2(f) of the Company Disclosure Schedule , the Company has not declared or paid any distribution or dividend in respect of the Membership Interests and has not repurchased, redeemed or otherwise acquired any Membership Interest of the Company, and the board of managers of the Company has not authorized any of the foregoing.

(g)  The Members are sophisticated sellers with respect to the Membership Interests, have adequate information concerning the business and financial condition of Secure and its Subsidiaries and their respective assets, have been given the information necessary to make an informed decision regarding this Agreement and the transactions contemplated hereby and have independently made their analysis and decision to enter into and consummate this Agreement based upon such information the Members deem appropriate. Notwithstanding the foregoing, no information or knowledge obtained by the Members as described herein will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the Parties to consummate the transactions contemplated by this Agreement.

(h)  The Members are each an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act. The financial condition of each Member is such that he is able to bear the risk of holding the Secure Common Stock for an indefinite period of time and the risk of loss of his entire investment. The Members have had the opportunity to ask questions of and receive answers from the management of Secure and its Subsidiaries concerning the investment in the Secure Common Stock and have sufficient knowledge and experience in investing in companies similar to Secure in terms of its stage of development so as to be able to evaluate the risks and merits of its investment in Secure. The Members are acquiring the Secure Common Stock for investment, for their own account, and not for resale or with a view to distribution thereof in violation of the Securities Act, and the rules and regulations promulgated thereunder. Except as otherwise described on Section 2.2(h) of the Company Disclosure Schedule , the Members have not entered into an agreement or understanding with any other Person to resell or distribute the Secure Common Stock.

2.3   Subsidiaries .

(a)   Section 2.3(a) of the Company Disclosure Schedule sets forth a true, complete and correct list of each of the Company Subsidiaries and their respective jurisdictions of incorporation, formation or organization. Except as otherwise set forth on Section 2.3(a) of the Company Disclosure Schedule , all of the capital stock and other equity interests of the Company Subsidiaries are owned, directly or indirectly, by the Company free and clear of any Encumbrance (other than any restriction under the Securities Act, or any state “blue sky” securities Laws) with respect thereto. All of the outstanding shares of capital stock or other equity interests in each of the Company Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and non-assessable, and with respect to the Company Subsidiaries that are limited liability companies, are duly authorized, validly issued, fully paid and non-assessable and were issued free of preemptive rights and were not issued in material violation of any applicable foreign, federal or state securities Laws. Neither the Company nor any Company Subsidiary owns, directly or indirectly, any shares of capital stock or other equity or voting interests (including any securities exercisable or exchangeable for or convertible into capital stock or other equity or voting interests) in any other Person other than publicly traded securities constituting less than five percent (5%) of the outstanding equity of the issuing entity, other than capital stock or other equity interest of the Company Subsidiaries owned by the Company or another Company Subsidiary.

(b)   Section 2.3(b) of the Company Disclosure Schedule lists all jurisdictions in which each of the Company and each Company Subsidiary is qualified to conduct its respective business.

2.4   Authorization; Binding Agreement .  The Company has all requisite limited liability company power and authority to execute and deliver this Agreement and each other ancillary agreement related hereto to which it is a party, and to consummate the transactions contemplated hereby and thereby. Notwithstanding anything in this Section 2.4 to the contrary, the affirmative vote of (i) the Members of the Company holding at least fifty-one percent (51%) of the issued and outstanding Company Membership Interests entitled to vote on the approval and adoption of this Agreement and (ii) JDI Ultimate, L.L.C., a Delaware limited liability company (the “ Required Company Vote ”) is necessary to approve and adopt this Agreement and to consummate the transactions contemplated hereby.  Other than as disclosed on Section 2.4(a) of the Company Disclosure Schedule , the execution and delivery of this Agreement and each other ancillary agreement related hereto to which it is a party and the consummation of the transactions contemplated hereby and thereby (i) have been duly and validly authorized by  all necessary action on the part of the Company (including the approval by its Members, subject in all cases to the satisfaction of the terms and conditions of this Agreement, including the conditions set forth in Article VI), and (ii) no other limited liability company proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and each other ancillary agreement related hereto to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally, and the fact that equitable remedies or relief (including, but not limited to, the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “ Enforceability Exceptions ”).

2.5   Governmental Approvals .  Except as otherwise described in Section 2.5 of the Company Disclosure Schedule , to the knowledge of the Company no consent, approval, waiver, authorization or permit of, or notice to or declaration or filing with (each, a “ Consent ”), any nation or government, any state or other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any governmental or regulatory authority, agency, department, board, commission, administration or instrumentality, any court, tribunal or arbitrator or any self-regulatory organization (each, a “ Governmental Authority ”), on the part of the Company or any of the Company Subsidiaries is required to be obtained or made in connection with the execution, delivery or performance by the Company of this Agreement and each other ancillary agreement related hereto to which it is a party or the consummation by the Company of the transactions contemplated hereby and thereby, other than (a) such filings as contemplated by this Agreement, (b) for applicable requirements, if any, of the Securities Act, the Exchange Act of 1934, as amended (the “ Exchange Act ”), or any state “blue sky” securities Laws, and the rules and regulations thereunder, (c) pursuant to Antitrust Laws, and (d) where the failure to obtain or make such Consents or to make such filings or notifications, would not reasonably be expected to result in a Company Material Adverse Effect or prevent consummation of the transactions contemplated by this Agreement.

2.6   No Violations .  Except as otherwise described in Section 2.6 of the Company Disclosure Schedule , to the knowledge of the Company the execution and delivery by the Company of this Agreement and each other ancillary agreement related hereto to which it is a party, the consummation by the Company of the transactions contemplated hereby and thereby, and compliance by the Company with any of the provisions hereof and thereof, will not, (a) conflict with or violate any provision of any Company Organization Document or Company Subsidiary Organization Document, (b) require any Consent under or result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, amendment or acceleration) under, any Company Material Contract, (c) result (immediately or with the passage of time or otherwise) in the creation or imposition of any Encumbrances (as hereafter defined) (other than any Permitted Encumbrances) upon any of the properties, rights or assets of the Company or any of the Company Subsidiaries, or (d) subject to obtaining the Consents from Governmental Authorities referred to in Section 2.5 , conflict with or violate any foreign, federal, state or local Order, statute, law, rule, regulation, ordinance, principle of common law, constitution, treaty enacted, or any writ, arbitration award, injunction, directive, judgment, or decree, promulgated, issued, enforced or entered by any Governmental Authority (each, a “ Law ” and collectively, the “ Laws ”) to which the Company or any of the Company Subsidiaries or any of their respective assets or properties is subject, except, in the case of clauses (b), (c) and (d) above, for any deviations from any of the foregoing that would not reasonably be expected to result in a Company Material Adverse Effect. Notwithstanding anything in this Section 2.6 to the contrary, the Required Company Vote is necessary to approve and adopt this Agreement and to consummate the transactions contemplated hereby. For purposes of this Agreement, “ Encumbrance ” means any mortgage, pledge, security interest, attachment, right of first refusal, option, proxy, voting trust, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof), restrictions (whether on voting, sale, transfer, disposition or otherwise), any subordination arrangement in favor of another Person, any filing or agreement to file a financing statement as debtor under the Uniform Commercial Code or any similar statute.

2.7   Ultimate Resort Financial Statements .

(a)  As used herein, the term “ Ultimate Resort Financials ” means the Ultimate Resort’s audited consolidated financial statements (including, in each case, any related notes thereto), consisting of the Ultimate Resort’s balance sheets, statements of income and statements of cash flow, as of December 31, 2006, December 31, 2007 and December 31, 2008 and the unaudited consolidated financial statements as of June 30, 2009 (the “June 30, 2009 Financials” ) and any subsequent quarter. True and correct copies of the Ultimate Resort Financials are attached hereto on Section 2.7(a) of the Company Disclosure Schedule . The Ultimate Resort Financials (i) in all material respects accurately reflect Ultimate Resort’s books and records as of the times and for the periods referred to therein, and (ii) were prepared in accordance with GAAP methodologies applied on a consistent basis throughout the periods involved (except as set forth on Section 2.7(a) of the Company Disclosure Schedule or as disclosed in the footnotes thereto and except for the interim financials for 2009 which are produced on a modified GAAP/Adjusted EBITDA basis). The Ultimate Resort Financials will, as of the Closing Date, (i) in all material respects accurately reflect Ultimate Resort’s books and records as of the times and for the periods referred to therein, (ii) be prepared in accordance with GAAP methodologies applied on a consistent basis throughout the periods involved (except as set forth on Section 2.7(a) of the Company Disclosure Schedule or as disclosed in the footnotes thereto and except for the interim financials for 2009 which are produced on a modified GAAP/Adjusted EBITDA basis), (iii) fairly present in all material respects the consolidated financial position of Ultimate Resort as of the respective dates thereof and the consolidated results of Ultimate Resort’s operations and cash flows for the periods indicated and (iv) to the extent required for inclusion in the Proxy Statement, will comply as of the Closing Date, (A) in all material respects with the Securities Act, Regulation S-X and the published general rules and regulations of the SEC and (B) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as set forth on Section 2.7(a) of the Company Disclosure Schedule or as disclosed in the footnotes thereto and except for the interim financials for 2009 which are produced on a modified GAAP/Adjusted EBITDA basis).

(b)  To the knowledge of the Company, Ultimate Resort has disclosed to Secure, Ultimate Resort’s outside auditors and Ultimate Resort’s management any material fraud that involves management or other employees who have a significant role in Ultimate Resort’s internal controls over financial reporting.

(c)  None of the Company, any Company Subsidiary, or any manager, director, officer, or to the Company’s knowledge, any auditor or accountant of the Company or any Company Subsidiary or any employee of the Company or any Company Subsidiary has received any written complaint, allegation, assertion or claim from any Governmental Authority regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices. No Key Employee and no member of Company management has received written notice from any Governmental Authority or any Person of any material violation of consumer protection, insurance or securities Laws by the Company, any Company Subsidiary or any of their respective officers, managers, directors, employees or agents.

2.8   Absence of Certain Changes .

(a)  From December 31, 2008 through the date hereof, to the knowledge of the Company and except as described in Section 2.8(a) of the Company Disclosure Schedule , the Company and the Company Subsidiaries have conducted their respective businesses in the ordinary course of business consistent with past practice and since such time, there has not occurred any action that would constitute a breach of Section 4.1 .

(b)  From December 31, 2008 through the date hereof, to the knowledge of the Company, there has not been any fact, change, effect, occurrence, event, development or state of circumstances that has had or would reasonably be expected to result in a Company Material Adverse Effect.

2.9   Absence of Undisclosed Liabilities .  Except as and to the extent reflected or reserved against in the Company Financials (as of the Closing Date), to the knowledge of the Company, from December 31, 2006 through the date hereof, neither the Company nor any Company Subsidiary has incurred any liabilities or obligations of the type required to be reflected on a balance sheet that is not adequately reflected or reserved on or provided for in the Company Financials, other than liabilities of the type that have been incurred in the ordinary course of business consistent with past practice.

2.10   Compliance with Laws . Except as set forth in Section 2.10 of the Company Disclosure Schedule and to the knowledge of the Company, neither the Company nor any of the Company Subsidiaries is in conflict with, or in default or violation of, nor has it received, from December 31, 2006 through the date hereof, any written notice of any conflict with, or default or violation of, (a) any applicable Law by which it or any property or asset of the Company or any Company Subsidiary is bound or affected, or (b) any Company Material Contract, except, in each case, for any deviations from any of the foregoing that would not reasonably be expected to result in a Company Material Adverse Effect.

2.11   Regulatory Agreements; Permits .

(a)  There are no written agreements, memoranda of understanding, commitment letters, or cease and desist orders, to which the Company or any Company Subsidiary is a party, on the one hand, and any Governmental Authority is a party or addressee, on the other hand.

(b)  Except as disclosed in Section 2.11(b) of the Company Disclosure Schedule , each of the Company, the Company Subsidiaries, and each employee of the Company or any Company Subsidiary who is legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with the Company or such Company Subsidiary, hold all material permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other authorizations of Governmental Authorities, certificates, consents and approvals necessary to lawfully conduct the Company’s or the Company Subsidiaries’ respective business as presently conducted, and to own, lease and operate the Company’s or the Company Subsidiaries’ respective assets and properties (collectively, the “ Company Permits ”). To the knowledge of the Company, all of the Company Permits have been made available to Secure and all are in full force and effect, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure of any Company Permits to have been in full force and effect, or the suspension or cancellation of any of the Company Permits, would not reasonably be expected to result in a Company Material Adverse Effect. The Company and the Company Subsidiaries are not in violation in any material respect of the terms of any Company Permit.  To the knowledge of the Company, the rights and benefits of each Company Permit will be available to the Company and the Company Subsidiaries immediately after the Closing on terms substantially identical to those enjoyed by the Company and the Company Subsidiaries immediately prior to the Closing.

(c)  No investigation, review or market conduct examination by any Governmental Authority with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened.

2.12   Litigation .

(a)  Except as disclosed in Section 2.12(a) of the Company Disclosure Schedule , there is no private, regulatory or governmental inquiry, action, suit, proceeding, litigation, claim, arbitration or investigation pending before any Governmental Authority of competent jurisdiction (each, an “ Action ”), or, to the knowledge of the Company, threatened against the Company, any of the Company Subsidiaries or any of their respective properties, rights or assets or any of their respective managers, officers or directors (in their capacities as such) that would reasonably be expected to result in a Company Material Adverse Effect. There is no decree, directive, order, writ, judgment, stipulation, determination, decision, award, injunction, temporary restraining order, cease and desist order or other order by, or any supervisory agreement or memorandum of understanding with any Governmental Authority (each, an “ Order ”) binding against the Company, any of the Company Subsidiaries or any of their respective properties, rights or assets or any of their respective managers, officers or directors (in their capacities as such) that would prohibit, prevent, enjoin, restrict or alter or delay any of the transactions contemplated by this Agreement, or that would reasonably be expected to result in a Company Material Adverse Effect. The Company and the Company Subsidiaries are in material compliance with all Orders. There is no material Action that the Company or any of the Company Subsidiaries has pending against other parties. There is no Action pending or, to the knowledge of the Company, threatened against the Company involving a claim against the Company for false advertising with respect to any of the Company’s products or services.

(b)  There is no Action pending or, to the knowledge of the Member, threatened against such Member that would reasonably be expected to, individually or in the aggregate, prevent or delay the consummation of the transactions contemplated by this Agreement. There is no Order binding against such Member or his Membership Interest that would prohibit, prevent, enjoin, restrict or materially alter or delay any of the transactions contemplated by this Agreement.

2.13   Restrictions on Business Activities .  There is no Order binding upon the Company or any of the Company Subsidiaries that has the effect of prohibiting, preventing, restricting or impairing in any respect, any business practice of the Company or any of the Company Subsidiaries as their businesses are currently conducted, any acquisition of property by the Company or any of the Company Subsidiaries, the conduct of business by the Company or any of the Company Subsidiaries as currently conducted, or the ability of the Company or any of the Company Subsidiaries from engaging in business as currently conducted or from competing with other parties, except for such Orders that would not reasonably be expected to result in a Company Material Adverse Effect.

2.14   Material Contracts .

(a)   Section 2.14(a) of the Company Disclosure Schedule sets forth a list of, and the Company has made available to Secure, true, correct and complete copies of, each material written contract, agreement, commitment, arrangement, lease, license, permit or plan and each other instrument (other than this Agreement or any ancillary agreement contemplated hereby) currently in effect to which the Company or any Company Subsidiary is a party or by which the Company, any Company Subsidiary, or any of their respective properties or assets are bound or affected as of the date hereof (each, a “ Company Material Contract ”) that:

(i)  contains covenants that materially limit the ability of the Company or any Company Subsidiary (or which, following the consummation of the transactions contemplated hereby, could materially restrict the ability of Secure or any of its affiliates) (A) to compete in any line of business or with any Person or in any geographic area or to sell, or provide any service or product, including any non-competition covenants, exclusivity restrictions, rights of first refusal or most-favored pricing clauses or (B) to purchase or acquire an interest in any other entity, except, in each case, for any such contract that may be canceled without any penalty or other liability to the Company or any Company Subsidiary upon notice of 60 days or less;

(ii)  involves any joint venture, partnership, limited liability company or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture that is material to the business of the Company and the Company Subsidiaries, taken as a whole;

(iii)  is not a routine operating contract and that otherwise is or may be material to the businesses, operations, assets or condition (financial or otherwise) of the Company and the Company Subsidiaries;

(iv)  involves any exchange traded, over the counter or other swap, cap, floor, collar, futures, contract, forward contract, option or other derivative financial instrument or contract, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever, whether tangible or intangible, including currencies, interest rates, foreign currency and indices;

(v)  evidences Indebtedness (whether incurred, assumed, guaranteed or secured by any asset) having an outstanding principal amount in excess of $250,000;

(vi)  involves the acquisition or disposition (to the extent such transaction would be consummated after the date hereof), directly or indirectly (by merger or otherwise), of assets (other than in the ordinary course of business) or capital stock or other equity interests of another Person;

(vii)  by its terms calls for aggregate payments by the Company or the Company Subsidiaries under such contract of more than $250,000 per year;

(viii)  with respect to any material acquisition of another Person, pursuant to which the Company or any Company Subsidiary has (A) any continuing indemnification obligations in excess of $250,000 or (B) any “earn out” or other contingent payment obligations;

(ix)  other than in the ordinary course of business, obligates the Company or any Company Subsidiary to provide continuing indemnification or a guarantee of obligations after the date hereof in excess of $250,000;

(x)  is between the Company or any Company Subsidiary and any of their respective managers, directors or executive officers that cannot be cancelled by the Company (or the applicable Company Subsidiary) within 60 days’ notice without material liability, penalty or premium;

(xi)  other than in the ordinary course of business, obligates the Company or any Company Subsidiary to make any capital commitment or expenditure in excess of $100,000 (including pursuant to any joint venture);

(xii)  relates to the development, ownership, licensing or use of any Intellectual Property material to the business of the Company or any Company Subsidiary, other than “shrink wrap,” “click wrap,” and “off the shelf” software agreements and other agreements for software commercially available on reasonable terms to the public generally with license, maintenance, support and other fees of less than $100,000 per year (collectively, “ Off-the-Shelf Software Agreements ”); or

(xiii)  provides for any standstill arrangements.

(b)  Except as disclosed on Section 2.14(b) of the Company Disclosure Schedule , with respect to each Company Material Contract: (i) such Company Material Contract is valid and binding and enforceable in all respects against the Company or the Company Subsidiary party thereto (subject to Enforceability Exceptions) and, to the Company’s knowledge, the other party thereto, and other than such contracts that have expired by their terms, in full force and effect; (ii) the consummation of the transactions contemplated by the Agreement will not affect the terms, validity or enforceability of the Company Material Contract against Secure or such Company Subsidiary and, to the Company’s knowledge, the other party thereto; (iii) to the knowledge of the Company, neither the Company nor any Company Subsidiary is in breach or default in any respect, and no event has occurred that with the passage of time or giving of notice or both would constitute a breach or default by the Company or any Company Subsidiary, or permit termination or acceleration by the other party thereto, under such Company Material Contract; (iv) to the knowledge of the Company, no other party to such Company Material Contract is in breach or default in any respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default by such other party, or permit termination or acceleration by the Company or any of the Company Subsidiaries, under such Company Material Contract, and (v) no other party to such Company Material Contract has notified the Company or any Company Subsidiary in writing that it is terminating or considering terminating the handling of its business by the Company or any Company Subsidiary or in respect of any particular product, project or service of the Company, or is planning to materially reduce its future business with the Company or any Company Subsidiary in any manner except, with respect to each of clauses (i) through (v), for any deviations from any of the foregoing or that would not reasonably be expected to result in a Company Material Adverse Effect.

2.15   Intellectual Property .

(a)   Section 2.15(a) of the Company Disclosure Schedule contains a list of: (i) all registered Intellectual Property and Intellectual Property that is the subject of a pending application for registration, and material unregistered Intellectual Property, in each case that is, owned by the Company or any of the Company Subsidiaries and is material to the business of the Company (“ Company Intellectual Property ”); and (ii) all material Intellectual Property, other than as may be licensed pursuant to Off-the-Shelf Software Agreements, that is licensed to the Company or any of the Company Subsidiaries and is material to the business of the Company (“ Licensed Intellectual Property ”).  Except where failure to own, license or otherwise possess such rights has not had and would not reasonably be expected to result in a Company Material Adverse Effect, each of the Company and the Company Subsidiaries (x) has all right, title and interest in and to all Company Intellectual Property owned by it, free and clear of all Encumbrances, other than Permitted Encumbrances, and (y) has valid rights in and to all of its Licensed Intellectual Property. Neither the Company nor any of the Company Subsidiaries has received any written notice alleging that it has infringed, diluted or misappropriated, or, by conducting its business as currently conducted, would infringe, dilute or misappropriate, the Intellectual Property rights of any Person, and to the knowledge of the Company there is no valid basis for any such allegation. Neither the execution nor delivery of this Agreement nor the consummation of the transactions contemplated hereby will impair or materially alter the Company’s or any Company Subsidiary’s rights to any Company Intellectual Property or Licensed Intellectual Property. All of the rights within the Company Intellectual Property and the license rights to the Licensed Intellectual Property are valid, enforceable and subsisting and there is no Action that is pending or, to the knowledge of the Company, threatened that challenges the rights of the Company or any of the Company Subsidiaries in respect of any Company Intellectual Property or Licensed Intellectual Property or the validity, enforceability or effectiveness thereof. The Company Intellectual Property and the Licensed Intellectual Property constitute all material Intellectual Property owned by or licensed to the Company or the Company Subsidiaries and used in or necessary for the operation by the Company and the Company Subsidiaries of their respective businesses as currently conducted. To the knowledge of the Company, neither the Company nor any of the Company Subsidiaries is in breach or default in any material respect (or would with the giving of notice or lapse of time or both be in such breach or default) under any license to use any of the Licensed Intellectual Property.

(b)  For purposes of this Agreement, “ Intellectual Property ” means (i) United States, international and foreign patents and patent applications, including divisionals, continuations, continuations in part, reissues, reexaminations and extensions thereof and counterparts claiming priority therefrom; utility models; invention disclosures; and statutory invention registrations and certificates; (ii) United States and foreign registered,