On October 29, 2009, Secure America Acquisition Corporation, a Delaware corporation ("SAAC"), consummated a business combination with Ultimate Escapes Holdings, LLC, a Delaware limited liability company ("Ultimate Escapes"), pursuant to that certain Contribution Agreement dated as of September 2, 2009, by and among SAAC, Ultimate Escapes, Ultimate Resort Holdings, LLC, a Delaware limited liability company ("Ultimate Resort"), and James M. Tousignant, in his capacity as the representative of the holders of the issued and outstanding membership interests of Ultimate Escapes and Ultimate Resort (the "Member Representative"), as amended by Amendment No. 1 dated as of October 28, 2009 (as so amended, the "Contribution Agreement"), whereby Ultimate Escapes became a subsidiary of SAAC (the "Acquisition"). Effective upon the consummation of the Acquisition, SAAC changed its name to Ultimate Escapes, Inc. and is hereinafter referred to as the "Company." The material terms of the Contribution Agreement, as well as a description of the Acquisition, have been previously disclosed in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the "SEC") on October 16, 2009 (the "Proxy Statement"), in the sections entitled "The Acquisition Proposal" beginning on page 73 and "The Contribution Agreement and Other Acquisition Agreements" beginning on page 89, and in the Form 8-K filed by the Company with the SEC on October 28, 2009.

Prior to the closing of the Acquisition, the Company was a "blank check" company formed for the purpose of acquiring, or acquiring control of, through a merger, capital stock exchange, asset acquisition, stock purchase, or other similar business combination, one or more domestic or international operating businesses. The Company's stockholders approved the Acquisition at the special meeting of the Company's stockholders held on October 28, 2009. Item 2.01 of this Current Report on Form 8-K discusses the consummation of the Acquisition and the various other transactions and events contemplated by the Contribution Agreement, and is incorporated herein by reference.

Pursuant to the Contribution Agreement, the Company entered into a number of additional documents in connection with the Acquisition, including those material agreements described below.

Operating Agreement

In connection with the Acquisition, on October 29, 2009, the Company, Ultimate Escapes, Ultimate Resort, JDI Ultimate, L.L.C. ("JDI") and Private Escapes . . .

As disclosed above, on October 29, 2009, the Company, Ultimate Escapes, Ultimate Resort and the Member Representative consummated the Acquisition. Pursuant to the terms of the Contribution Agreement, the Company received 1,232,601 membership units of Ultimate Escapes, in consideration of contributing $8.0 million to Ultimate Escapes. The UE Owners and JDI retained the remaining 7,178,841 membership units of Ultimate Escapes, which, under the terms of the Operating Agreement, may be converted by the UE Owners on a one-to-one basis into shares of the Company's common stock. Of such retained units, 717,884 units were deposited into escrow at the closing of the Acquisition to secure the indemnification obligations of the UE Owners to the Company in connection with the Acquisition. Additionally, the UE Owners and JDI are 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 the Company's common stock, upon the achievement by Ultimate Escapes of certain Adjusted EBITDA milestones, as set forth in the Operating Agreement. For each membership unit of Ultimate Escapes issued to the UE Owners and JDI, the Member Representative will also receive one share of Series A Voting Preferred Stock of the Company. At any time that any UE Owner or JDI 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. An additional 377,834 membership units of Ultimate Escapes were issued to Ultimate Resort in consideration of certain tax liabilities incurred by Ultimate Resort and its members in connection with the Acquisition. Upon consummation of the Acquisition, Ultimate Escapes became a subsidiary of the Company, and the business and assets of Ultimate Escapes and its subsidiaries are its only operations.

Business

The business of the Company is described in the Proxy Statement in the section entitled "Business of Ultimate Escapes" beginning on page 132, which is incorporated herein by reference.

Risk Factors

The risks associated with the Company's business are described in the Proxy Statement in the section entitled "Risk Factors" beginning on page 36, which is incorporated herein by reference.

Financial Information

Selected financial information is included in the Proxy Statement in the sections entitled "Selected Historical Consolidated Financial Information of Ultimate Resort Holdings, LLC," "Selected Historical Combined Financial . . .

Reference is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K with respect to the CapitalSource loan agreement and the JDI Second Mortgage, which is incorporated herein by reference.

As disclosed in Item 2.01 of this Current Report on Form 8-K, which is incorporated herein by reference, immediately after the closing of the Acquisition, the Company issued to the Member Representative, on behalf of the UE Owners and JDI, a total of 7,556,675 shares of Series A Preferred Voting Stock. The shares were issued in a private placement not involving a public offering under the Securities Act of 1933 pursuant to Section 4(2) of the Securities Act of 1933. The Company has not engaged in general solicitation or advertising with regard to the issuance of its shares of Series A Preferred Voting Stock and has not offered securities to the public in connection with this issuance.

Reference is made to the disclosure set forth under Item 5.03 of this Current Report on Form 8-K regarding amendments to the Company's amended and restated certificate of incorporation, and the filing of a Certificate of Designation of Series A Preferred Voting Stock, which is incorporated herein by reference.

On October 29, 2009, the Warrant Agreement governing all of the Company's warrants, including the sponsor warrants (collectively, the "SAAC Warrants"), was amended to (i) increase the exercise price of the SAAC Warrants from $5.25 to $8.80 per share; (ii) increase the reported last sale price at which the Company may require redemption of the SAAC Warrants from $11.50 to $15.05 per share; and (iii) extend the expiration date of the SAAC Warrants from October 23, 2011 to October 29, 2013, as set forth in Amendment No. 1 to the Warrant Agreement. The Company's warrantholders approved Amendment No. 1 to the Warrant Agreement at the special meeting of warrantholders on October 28, 2009. The foregoing description of Amendment No. 1 to the Warrant Agreement does not purport to be complete and is qualified in its entirety by reference to Amendment No. 1 to the Warrant Agreement, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.

As disclosed in Items 1.01 and 2.01 of this Current Report on Form 8-K, which is incorporated herein by reference, effective as of the consummation of the Acquisition on October 29, 2009, the UE Owners and JDI received a total of 7,556,675 membership units of Ultimate Escapes which, under the terms of the Operating Agreement, may be converted by the UE Owners and JDI on a one-to-one basis into shares of the Company's common stock, constituting a majority of the Company's outstanding common stock as of the closing, on an as-exchanged basis.

In connection with the consummation of the Acquisition on October 29, 2009, Harvey L. Weiss, Asa Hutchinson, Philip A. McNeill and S. Kent Rockwell resigned as directors of the Company. Also in connection with the consummation of the Acquisition on October 29, 2009, Harvey L. Weiss resigned as Co-Chief Executive Officer and James Maurer resigned as Secretary and Chief Financial Officer of the Company. Additionally, C. Thomas McMillen resigned as Co-Chief Executive Officer and Chairman of the Company's board of directors, although he continues to serve as a director of the Company.

Effective as of the consummation of the Acquisition on October 29, 2009, the following individuals were named as executive officers of the Company:

Name                   Position
James M. Tousignant    President, Chief Executive Officer
Philip Callaghan       Chief Financial Officer and Secretary
Steve Healy            Senior Vice President, Sales
Ed Powers              Senior Vice President, Operations
Gregg Amonette         Senior Vice President, Business Development
Thomas D'Ambrosio      Senior Vice President, Chief Technology Officer

Reference is made to the disclosure described in the Proxy Statement in the section entitled "Management of SAAC and its Subsidiaries Following the Acquisition" beginning on page 176, which is incorporated herein by reference.

Effective October 29, 2009, the Company entered into compensatory agreements with Messrs. Tousignant and Callaghan. Each of these compensatory arrangements are described above under Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference.

The description of certain relationships and related transactions of the Company are described in the Proxy Statement in the section entitled "Certain Interests of SAAC's Officers and Directors in the Acquisition " beginning on page 28 and page 84, including the disclosure that appears under "Employment Agreements" beginning on page 187, and the section entitled "Certain Relationships and Related Transactions" beginning on page 196, and each section is incorporated herein by reference. There are no family relationships among any of the executive officers and directors.

Effective as of the consummation of the Acquisition on October 28, 2009, James M. Tousignant, Richard Keith, Mark A. Frantz and Steve Griessel were appointed as directors of the Company, to serve together with the Company's continuing director C. Thomas McMillen, each classified as follows:

• Class A, to stand for reelection in 2010: Steve Griessel

• Class B, to stand for reelection in 2011: Richard Keith and Mark A. Frantz

• Class C, to stand for reelection in 2012: C. Thomas McMillen and James M. Tousignant

Richard Keith will serve as non-executive Chairman of the Company's board of directors. There is one vacancy on the board of directors, which will be filled at a later date by a member designated by Ultimate Resort pursuant to the Voting Agreement.

Reference is made to the disclosure described in the Proxy Statement dated October 16, 2009, in the section entitled "Management of SAAC and its Subsidiaries Following the Acquisition" beginning on page 176, which is incorporated herein by reference.

Effective October 29, 2009, the Company entered into compensatory agreements with Messrs. Tousignant and Keith. Each of these compensatory arrangements are described above under Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference.

The description of certain relationships and related transactions of the Company are described in the Proxy Statement in the section entitled "Certain Interests of SAAC's Officers and Directors in the Acquisition " beginning on page 28 and page 84, including the disclosure that appears under "Employment Agreements" beginning on page 187, and the section entitled "Certain Relationships and Related Transactions" beginning on page 196, and each section is incorporated herein by reference. There are no arrangements or understandings between the newly appointed directors and any other persons pursuant to which they were appointed as directors.

(e) Information about the Company's 2009 Stock Option Plan is set forth in the Proxy Statement in the section entitled "The Incentive Plan Proposal," beginning on page 132, which is incorporated herein by reference.

(a) The Company filed with the Secretary of State of the State of Delaware two Certificates of Amendment to its Amended and Restated Certificate of Incorporation, effective October 28, 2009 and October 29, 2009, respectively, as described in the Proxy Statement in the sections entitled "The Business Combination Amendment Proposal," "The Conversion Amendment Proposal," "The Preferred Capitalization Proposal," and "The Corporate Existence Amendment Proposal," beginning on page 69, which is incorporated herein by reference. The Certificates of Amendment are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, which are incorporated herein by reference. The Company also filed with the Secretary of State of the State of Delaware a Second Amended and Restated Certificate of Incorporation, effective October 29, 2009, as described in the Proxy Statement in the sections entitled "The Common Capitalization Proposal" and "The Charter Amendment and Restatement Proposal," beginning on page 127, which is incorporated herein by reference. The Second Amended and Restated Certificate of Incorporation is filed as Exhibit 3.3 to this Current Report on Form 8-K, and incorporated herein by reference.

On October 29, 2009 the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation of Series A Preferred Stock (the "Certificate of Designation") designating 14,556,675 shares of its authorized preferred stock as Series A Preferred Voting Stock (the "Series A Preferred Voting Stock"). The Certificate of Designation was approved by the Company's board of directors.

This new Series A Preferred Voting Stock is entitled to one vote per share and to vote as a single class with the common stock on all matters. In addition, the holders of Series A Preferred Voting Stock have a separate right to vote as a single class on (a) amendments to the Second Amended and Restated Certificate of Incorporation that effect a division or combination of our common stock unless such amendment proportionately divides or combines the Series A Preferred Voting Stock, (b) the declaration of any dividend or distribution on the Company's common stock (other than in connection with a dissolution and liquidation) on shares of the Company's common stock unless a proportionate dividend or distribution is declared on the Series A Preferred Voting Stock and (c) a division or subdivision of the Series A Preferred Voting Stock into a greater number of shares of Series A Preferred Voting Stock or a combination or consolidation of the Series A Preferred Voting Stock.

The Series A Preferred Voting Stock is not entitled to receive any liquidation preference. In the event of the Company's liquidation, the holders of the Series A Preferred Voting Stock are only entitled to receive $0.001 per share, plus any accrued but unpaid dividends thereon, if any, pari passu with the holders of shares of the Company's common stock, and nothing more. The shares of Series A Preferred Voting Stock are subject to transfer restrictions intended to cause such shares to be transferred only together with exchangeable units. The holders of Series A Preferred Voting Stock have no conversion, preemptive or other subscription rights and there are no sinking fund provisions applicable to the Series A Preferred Voting Stock.

For each membership unit of Ultimate Escapes issued to the UE Owners and JDI, the UE Owners and JDI will also receive one share of Series A Voting Preferred Stock (all of which shares of Series A Voting Preferred Stock were issued in the name of Mr. Tousignant). At any time that any UE Owner or DJI 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.

A copy of the Certificate of Designation is attached as Exhibit 3.4 to this Current Report on Form 8-K, and incorporated herein by reference.

The material terms of the transaction by which the Company consummated the Acquisition of Ultimate Escapes, whereby Ultimate Escapes became a subsidiary of the Company, were described in the Proxy Statement in the section entitled "The Acquisition Proposal" beginning on page 73, which is incorporated herein by reference.

(a) Financial Statements of Businesses Acquired

The following financial statements of SAAC, Ultimate Resort and Private Escapes Holdings, LLC are incorporated by reference to the corresponding pages contained in the Proxy Statement:

Page Secure America Acquisition Corporation

Report of Independent Registered Public Accounting Firm F-1 Balance Sheets at December 31, 2008 and 2007 F-2 Statement of Income for the Year Ended December 31, 2008 and for the Periods from
January 26, 2007 (Inception) through December 31, 2007 and December 31, F-3 2008
Statement of Changes in Stockholders' Equity for the Period from May 14, 2007 (Inception)
through December 31, 2008 F-4 Statement of Cash Flows for the Year Ended December 31, 2008 and for the Periods from
May 14, 2007 (Inception) through December 31, 2007 and December 31, 2008 F-5 Notes to Financial Statements F-6 Condensed Balance Sheets at June 30, 2009 (Unaudited) and December 31, F-14 2008
Condensed Statements of Operations (Unaudited) for the Three and Six Months Ended June 30,
2009 and 2008, and for the Period from May 14, 2007 (Inception) through F-15 June 30, 2009
Condensed Statement of Stockholders Equity (Unaudited) for the Period from May 14, 2007
(Inception) through June 30, 2009 F-16 Condensed Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2009 and
2008 and for the Period from May 14, 2007 (Inception) through June 30, F-17 2009
Notes to Unaudited Condensed Financial Statements F-18

Ultimate Resort Holdings, LLC

Report of Independent Registered Public Accounting Firm. F-26 Consolidated Balance Sheets at June 30, 2009 (Unaudited) and December F-27 31, 2008 and 2007.
Consolidated Statements of Operations for the Six Months Ended June 30, 2009 and 2008
(Unaudited) and for the Years Ended December 31, 2008 and 2007 F-28 Consolidated Statement of Equity for the Six Months Ended June 30, 2009 (Unaudited) and the
Years Ended December 31, 2008 and 2007 F-29 Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2009 and 2008
(Unaudited) and the Years Ended December 31, 2008 and 2007 F-30 Notes to Consolidated Financial Statements F-31

Private Escapes Destination Clubs

Report of Independent Registered Public Accounting Firm                      F-50
Combined, Consolidated Balance Sheets as of June 30, 2009 (unaudited),
December 31, 2008 and
2007                                                                         F-51
Combined, Consolidated Statements of Operations and Changes in Owners'
Deficit Accounts for
the six months ended June 30, 2009 and 2008 (unaudited) and the years
ended December 31,
2008 and 2007                                                                F-52
Combined, Consolidated Statements of Cash Flows for the six months ended
June 30, 2009 and
2008 (unaudited) and for the years ended December 31, 2008 and 2007          F-53
Notes to Combined, Consolidated Financial Statements                         F-54

(b) Pro Forma Financial Information

The following unaudited pro forma financial information is incorporated by reference to the corresponding pages contained in the Proxy Statement:

                                                                            Page

Unaudited Pro Forma Condensed Combined Financial Statements              104
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements 113



(d) Exhibits

3.1    Certificate of Amendment to Certificate of Incorporation
3.2    Certificate of Amendment to Certificate of Incorporation
3.3    Second Amended and Restated Certificate of Incorporation
3.4    Certificate of Designation of Series A Preferred Stock
3.5    Bylaws (incorporated by reference from Exhibit 3.4 to
       the Company's 8-A, filed October 15, 2007)
4.1    Amendment No. 1 to Warrant Agreement, by and between
       SAAC and Continental Stock Transfer & Trust Company,
       dated as of October 29, 2009
4.2    Specimen common stock certificate
4.3    Specimen warrant certificate
10.1   Amended and Restated Operating Agreement, by and among
       Ultimate Escapes Holdings, LLC, SAAC, Ultimate Resort
       Holdings, LLC and Private Escapes Holdings, LLC, dated
       as of October 29, 2009
10.2   Voting Agreement, by and among Secure America
       Acquisition Holdings, LLC, S. Kent Rockwell, Asa
       Hutchinson, Philip A. McNeil, Brian C. Griffin, Mark A.
       Frantz, Ultimate Resort Holdings, LLC and Private
       Escapes Holdings, LLC, dated as of October 29, 2009
10.3   Indemnification and Escrow Agreement, by and among SAAC,
       Ultimate Escapes Holdings, LLC, the Member
       Representative and SunTrust Banks, Inc. as escrow agent,
       dated as of October 29, 2009
10.4   Registration Rights Agreement, by and among SAAC
       and each of the investors set forth therein, dated as of
       October 29, 2009
10.5   Employment Agreement, by and between the Company and
       James M. Tousignant, dated as of October 29, 2009

10.6   Employment Agreement, by and between the Company and
       Richard Keith, dated as of October 29, 2009
10.7   Employment Agreement, by and between the Company and
       Philip Callaghan, dated as of October 29, 2009.
10.8   2009 Stock Option Plan
10.9   Lease Agreement between La Mirada Plaza, LLC and
       Ultimate Resort, LLC dated November 1, 2005 as modified
       by Amendment No. 1 to Lease dated May 1, 2006 as
       assigned by Ultimate Resort, LLC to the Company pursuant
       to Assignment and Assumption of Lease Agreement dated
       October 29, 2009
10.10  Consolidated Amended and Restated Loan and Security
       Agreement, dated as of September 15, 2009, among each
       borrower signatory thereto, CapitalSource Finance LLC,
       CapitalSource Bahamas LLC and the lenders party thereto,
       as modified by that certain First Amendment to
       Consolidated Amended and Restated Loan and Security
       Agreement and Limited Waiver dated as of October 29,
       2009
10.11  Second Mortgage Note among JDI Ultimate, L.L.C. and the
       borrowers listed therein dated April 30, 2007 as
       assigned by JDI Ultimate, L.L.C. to Ultimate Resort
       Holdings, LLC pursuant to the terms of that certain
       Assignment and Assumption of Loan dated as of October
       29, 2009
10.12  Third Amended and Restated Contribution Agreement among
       Private Escapes Holdings, LLC ("PE"), Ultimate Escapes
       and Ultimate Resort Holdings, LLC ("URH") dated as of
       July 21, 2009 as amended by that certain Amendment No. 1
       to Third Amended and Restated Contribution Agreement
       among PE, Ultimate Escapes and URH effective as of
       August 13, 2009
10.13  Loan Agreement between Private Escapes Pinnacle, LLC and
       Kederike, LLC, dated as of June 1, 2006, and First
       Amendment thereto dated November 13, 2006, Second
       Amendment thereto dated December 21, 2007, Third
       Amendment thereto dated March 31, 2008 and Fourth
       Amendment thereto dated March 2009.
21.1   List of subsidiaries of the Company