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					                               As filed with the Securities and Exchange Commission on August 31, 2007
                                                                                                                Registration No. 333-144028


                                                         UNITED STATES
                                             SECURITIES AND EXCHANGE COMMISSION
                                                      Washington, D.C. 20549

                                                                Amendment No. 2
                                                                     to
                                                                  FORM S-1

                                                   REGISTRATION STATEMENT
                                                UNDER THE SECURITIES ACT OF 1933

                                           SECURE AMERICA
                                       ACQUISITION CORPORATION
                                                  (Exact Name of Registrant as Specified in Its Charter)


                   Delaware                                             6770                                    26-0188408
           (State or Other Jurisdiction of                   (Primary Standard Industrial                       (I.R.S. Employer
          Incorporation or Organization)                     Classification Code Number)                     Identification Number)

                                                     1005 North Glebe Road, Suite 550
                                                           Arlington, VA 22201
                                                              (703) 528-7073
                                             (Address, Including Zip Code, and Telephone Number, Including
                                                 Area Code, of Registrant's Principal Executive Offices)

                                             C. Thomas McMillen, Co-Chief Executive Officer
                                               Harvey L. Weiss, Co-Chief Executive Officer
                                                   1005 North Glebe Road, Suite 550
                                                          Arlington, VA 22201
                                                             (703) 528-7073
                                              (Name, Address, Including Zip Code, and Telephone Number,
                                                      Including Area Code, of Agent for Service)


                    Kenneth R. Koch, Esq.                                               Floyd I. Wittlin, Esq.
                   Jeffrey P. Schultz, Esq.                                           Glen R. Openshaw, Esq.
       Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.                               Bingham McCutchen LLP
                      666 Third Avenue                                                    399 Park Avenue
                 New York, New York 10017                                           New York, New York 10022
                       (212) 935-3000                                                       (212) 705-7000
                   Fax No.: (212) 983-3115                                            Fax No.: (212) 752-5378
                             Approximate date of commencement of proposed sale to the public:
                          As soon as practicable after the effective date of this registration statement.
   If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933 check the following box. 
    If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement for
the same offering. 
     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 
     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 
   The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.




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The information in this prospectus is not complete and may be changed. We may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell
these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not
permitted.




Preliminary Prospectus                                                                         Subject To Completion, Dated August 31, 2007

                                                                   $80,000,000




                          SECURE AMERICA ACQUISITION CORPORATION
                                                                10,000,000 units
    Secure America Acquisition Corporation is a blank check company recently 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, which we refer to as our initial business combination. Our efforts in identifying a prospective target business
will be limited to the homeland security industry, but not businesses that design, build or maintain mission-critical facilities. We do not have any
specific business combination under consideration or contemplation and we have not, nor has anyone on our behalf, contacted any potential target
business or had any discussions, formal or otherwise, with respect to such a transaction or taken any direct or indirect measures to locate a target
business or consummate a business combination.
    This is an initial public offering of our securities. Each unit has an offering price of $8.00 and consists of:
   •     one share of our common stock; and
   •     one warrant.
     Each warrant entitles the holder to purchase one share of our common stock at a price of $6.00. Each warrant will become exercisable on the
later of our completion of a business combination or one year after the date of this prospectus, and will expire four years after the date of this
prospectus, or earlier upon redemption.
   Secure America Acquisition Holdings, LLC, our principal initial stockholder and an entity controlled by C. Thomas McMillen and Harvey L.
Weiss, our Co-Chief Executive Officers and members of our board of directors, has agreed to purchase, in a private placement that will occur
immediately prior to this offering, 1,525,000 warrants, or founder warrants, at a purchase price of $1.00 per founder warrant. In addition to the
controlling interest held by Messrs. McMillen and Weiss, other members of our management and board of directors own interests in Secure
America Acquisition Holdings, LLC. The founder warrants will be identical to the warrants offered in this offering, except that (i) the founder
warrants are not subject to redemption so long as they are held by Secure America Acquisition Holdings, LLC or one of its existing members, (ii)
the founder warrants may be exercised on a cashless basis while the warrants included in the units sold in this offering cannot be exercised on a
cashless basis, (iii) upon an exercise of the founder warrants, the holders of the founder warrants will receive unregistered shares of our common
stock, and (iv) subject to certain limited exceptions, the founder warrants are not transferable until they are released from escrow, as described
herein, which would only be after the consummation of a business combination. The purchase price of these founder warrants will be added to the
proceeds from this offering to be held in the trust account pending the completion of our initial business combination. The private placement will
result in an aggregate of $1,525,000 in net proceeds to us.
     We have granted to the underwriters a 45-day option to purchase up to 1,500,000 additional units solely to cover over-allotments, if any (over
and above the 10,000,000 units referred to above). The over-allotment will be used only to cover the net syndicate short position resulting from
the initial distribution.
    There is presently no public market for our units, common stock or warrants. We anticipate that the units will be listed on the American Stock
Exchange under the symbol [ ] on or promptly after the date of this prospectus. Each of the common stock and the warrants will begin trading
separately on the 90th day after the date of this prospectus unless the representative of the underwriters determines that an earlier date is
acceptable. Once the securities comprising the units begin separate trading, the common stock and warrants will be traded on the American Stock




Exchange under the symbols [                                                                ] and [




                                                             ], respectively. We cannot assure you, however, that our securities will continue to be
listed on the American Stock Exchange.
     Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 21 of this prospectus for a discussion
of information that should be considered in connection with an investment in our securities.
    Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
                                                                                                     Per Unit              Total Proceeds
  Public offering price                                                                          $       8.00       $             80,000,000
  Underwriting discounts and commissions (1) (2) (3)                                             $       0.56                      5,600,000
  Total (4)                                                                                      $       7.44       $             74,400,000




(1) Includes deferred underwriting discounts and commissions equal to 3.0% of the gross proceeds, or $2,400,000 ($2,760,000 if
    the underwriters’ over-allotment option is exercised in full), which will be deposited in the trust account held at SunTrust Bank,
    maintained by Continental Stock Transfer & Trust Company, acting as trustee, and which the underwriters have agreed to defer
    until the consummation of our initial business combination. See ―Underwriting — Commissions and Discounts.‖
(2) No discount or commissions are payable with respect to the founder warrants purchased in the private placement.
(3) No discount or commissions are payable with respect to any units purchased in this offering by our existing stockholders.
    Accordingly, if our existing stockholders purchase units in this offering, the entire $8.00 per unit purchase price will be placed
    in the trust account.
(4) The underwriters have an option to purchase up to an additional 1,500,000 units of the Company at the public offering price,
    less underwriting discounts and commissions, within 45 days of the date of this prospectus solely to cover any over-allotments.
    If the underwriters exercise this option in full, the total public offering price, underwriting discounts and commissions and
    proceeds, before expenses to us, will be $92,000,000, $3,680,000 and $88,320,000, respectively. See ―Underwriting‖ on page
    91 on this prospectus.
    Of the proceeds we receive from this offering and the private placement as described in this prospectus, approximately $7.76 per unit, or
$77,600,000 in the aggregate ($89,120,000 if the underwriters’ over-allotment option is exercised in full), will be deposited into a trust account at
SunTrust Bank, maintained by Continental Stock Transfer & Trust Company, acting as trustee. This amount also includes (i) $2,400,000 in
deferred underwriting commissions and fees (or $2,760,000, if the underwriters’ over-allotment option is exercised in full), and (ii) the $1,525,000
of net proceeds from the private placement in which Secure America Acquisition Holdings, LLC, our principal initial stockholder and an entity
controlled by Messrs. McMillen and Weiss, will purchase 1,525,000 founder warrants.
    The underwriters are offering the units for sale on a firm-commitment basis. The underwriters expect to deliver our securities to investors in




the offering on or about [                                                              ], 2007.




SunTrust Robinson Humphrey                                                                                                Morgan Joseph
                                                 The date of this prospectus is             , 2007




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    You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone
to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted.
You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover
of this prospectus.

                                                            TABLE OF CONTENTS
                                                                                                                              Page
         Prospectus Summary                                                                                                       1
         Summary Financial Data                                                                                                  19
         Risk Factors                                                                                                            21
         Cautionary Note Regarding Forward-Looking Statements                                                                    39
         Use of Proceeds                                                                                                         40
         Dividend Policy                                                                                                         43
         Capitalization                                                                                                          44
         Dilution                                                                                                                45
         Management’s Discussion and Analysis of Financial Condition and Results of Operations                                   46
         Proposed Business                                                                                                       50
         Management                                                                                                              66
         Principal Stockholders                                                                                                  75
         Certain Transactions                                                                                                    78
         Description of Securities                                                                                               80
         United States Federal Income and Estate Tax Considerations                                                              85
         Underwriting                                                                                                            91
         Legal Matters                                                                                                           94
         Experts                                                                                                                 94
         Where You Can Find Additional Information                                                                               94
         Index to Financial Statements                                                                                          F-1




   Until [                                                               ], 2007 ([                                                             ]
days after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering,
may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters
and with respect to their unsold allotments or subscriptions.
Industry and Market Data
    In this prospectus, we rely on and refer to information and statistics regarding our industry. We obtained this market data from independent
industry publications or other publicly available information. Unless otherwise indicated all information comes from the Civitas Group and
Homeland Security Research Corporation.


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                                                             PROSPECTUS SUMMARY
    This summary highlights certain information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the
information that you should consider in making an investment decision. You should read the entire prospectus carefully, including the information
under “Risk Factors” and our financial statements and the related notes included in this prospectus, before investing. You should rely only on the
information contained in this prospectus. We and the underwriters have not authorized anyone to provide you with different information. We are
not making an offer of these securities in any jurisdiction where the offer is not permitted. Unless otherwise stated in this prospectus:
    •    references to “we,” “us” or “our” refer to Secure America Acquisition Corporation;
    •    the term “business combination” refers to an acquisition through a merger, capital stock exchange, asset acquisition,
         stock purchase or other similar business combination of one or more domestic or international operating businesses in the
         homeland security industry, but not businesses that design, build or maintain mission-critical facilities;
    •    the term “target business” refers to one or more domestic or international operating businesses in the homeland security
         industry, but not businesses that design, build or maintain mission-critical facilities;
    •    the term “existing stockholders” refers to the persons and entities that held shares of our common stock immediately prior
         to the date of this offering;
    •    the term “public stockholders” refers to the holders of shares of our common stock sold as part of the units in this offering
         or in the aftermarket, including any of our existing stockholders, to the extent that they purchase or acquire securities in
         this offering or in the aftermarket;
    •    the term “private placement” refers to the purchase by Secure America Acquisition Holdings, LLC, in a private placement
         that will occur immediately prior to this offering, of an aggregate of 1,525,000 founder warrants; and
    •    the term “founder warrants” refers to the warrants purchased by Secure America Acquisition Holdings, LLC in the private
         placement at a purchase price of $1.00 per warrant, which entitle the holder to purchase an aggregate of 1,525,000 shares
         of our common stock at an exercise price of $6.00 per share.
    In addition, unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their
over-allotment option.

                                                                     Our Business
    We are a blank check company organized under the laws of the State of Delaware on May 14, 2007, under the name ―Fortress America
Acquisition Corporation II.‖ We changed our name to ―Secure America Acquisition Corporation‖ on August 6, 2007. We were formed with 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, which we refer to as our initial business combination. Our efforts in
identifying a prospective target business will be limited to the homeland security industry, but not businesses that design, build or maintain
mission-critical facilities. ―Mission-critical‖ facilities are those facilities that shelter and support an organization's people, equipment and data to a
level that far exceeds standards for normal facilities. Mission-critical facilities generally serve or house an essential business or government
function that must operate absolutely reliably around the clock, 365 days per year, under any circumstances, such as data centers, operation
centers, network facilities, server rooms, security operations centers, communications facilities and the infrastructure systems that are critical to
their function. Services that may be provided to mission-critical facilities include technology consulting, engineering and design management,
construction management, system installations, operations management and facilities management and maintenance.
     We are not currently considering or contemplating any specific business combination and we have not, nor has anyone on our behalf,
contacted any potential target business or had any discussions, formal or otherwise, with respect to any specific merger, capital stock exchange,
asset acquisition, stock purchase or other business combination. None of our officers or directors has had any communications or discussions with
any contacts regarding a potential business combination. Moreover, we have not engaged or retained any agent or other representative to identify
or locate any suitable acquisition candidate for us. Neither we nor any of our


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agents or affiliates has yet taken any measure, directly or indirectly, to locate a target business. To date, our efforts have been limited to
organizational activities.
    We will seek to capitalize on the significant strength of our management team. Although the homeland security industry is relatively new, our
executive officers have over 30 years of combined experience managing, investing and acquiring companies in the security industry and have
prior blank check company experience. We are Messrs. McMillen and Weiss’ second blank check company focused on the homeland security
industry. Messrs. McMillen and Weiss were also executive officers and directors of Fortress America Acquisition Corporation, a blank check
company formed in December 2004, which consummated a business combination in January 2007, with each of VTC, L.L.C., doing business as
―Total Site Solutions,‖ and Vortech, LLC, which are together referred to as TSS/Vortech. Mr. McMillen’s professional experience includes
high-level positions in government, business and sports. Mr. Weiss has extensive professional and leadership experience in the information
technology and homeland security marketplace.
     We believe that the homeland security industry is among the fastest growing industries in the United States. According to the Civitas Group, a
strategic advisory and investment services firm serving the homeland security market, the U.S. homeland security market was approximately $31
billion in 2006 and has a projected market size of $136 to $145 billion over the next five years. In addition, the global homeland security market,
which was approximately $55 billion in 2006, is projected to exceed $170 billion by 2015, according to Homeland Security Research Corp., a
homeland security market research firm. We believe that this anticipated growth should create attractive acquisition opportunities.
    We are focused on a business combination in the U.S. homeland security industry, which we believe includes, among others, the following
sectors:
   •     nuclear and radiological detection and prevention;
   •     transportation security: ground, aviation and port and marine;
   •     border security;
   •     energy security;
   •     physical infrastructure security;
   •     cyber-security;
   •     emergency and disaster preparedness and response;
   •     bioterrorism prevention and detection;
   •     counterterrorism and law enforcement;
   •     domestic and foreign intelligence; and
   •     other sectors impacted by homeland security issues or directives.
     We intend to strategically focus our efforts on four major phases encompassing domestic and global security threats: planning, prevention,
response, and recovery. Although we may consider a target business in any segment of the homeland security industry, we currently intend to
focus on companies with dual-use applications (i.e., companies with commercial private sector and homeland security applications) in the
following segments:
   •     Planning: Companies that help prepare for a possible attack or disaster;
   •     Prevention: Companies that help anticipate and take action to block attacks or avoid or mitigate the consequences of an
         attack or a disaster;
   •     Response: Companies that help challenge attacks underway or cope with the immediate aftermath of an attack or a disaster;
         and
   •     Recovery: Companies that help restore and reconstruct governments and private enterprises after an attack or a disaster.

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    We have not prioritized among any segments and do not currently have a preference regarding the segment in which we would prefer to
consummate a business combination. Although we may consider a target business outside of the United States as a result of the increased
globalization of business and heightened security concerns abroad, we currently intend to concentrate our search of target businesses in the United
States.
    Our offices are located at 1005 North Glebe Road, Suite 550, Arlington, VA 22201 and our telephone number is (703) 528-7073.

                                                               Our Management
     Messrs. McMillen and Weiss, each of whom is one of our Co-Chief Executive Officers and a member of our board of directors, were also
executive officers and directors of Fortress America Acquisition Corporation, a blank check company formed in December 2004 for the purpose
of effecting a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business in the homeland
security industry. In addition, Asa Hutchinson, one of our directors, was a special advisor to and a stockholder of Fortress America Acquisition
Corporation. Fortress America Acquisition Corporation completed its initial public offering in July 2005 (and over-allotment closing in August
2005) and raised gross proceeds of $46,800,000 at an offering price of $6.00 per unit. In January 2007, Fortress America Acquisition Corporation
consummated a business combination with each of VTC, L.L.C., doing business as ―Total Site Solutions,‖ and Vortech, LLC, which are together
referred to as TSS/Vortech. TSS/Vortech provides a single source solution for highly technical mission-critical facilities such as data centers,
operation centers, network facilities, server rooms, security operations centers, communications facilities and the infrastructure systems that are
critical to such functions. TSS/Vortech’s services include technology consulting, engineering and design management, construction management,
system installations, operations management, and facilities management and maintenance. In connection with such acquisition, Fortress America
Acquisition Corporation changed its name to Fortress International Group, Inc. Fortress International Group Inc.’s units, common stock and
warrants are listed on the NASDAQ Capital Market under the symbols FIGIU, FIGI and FIGIW, respectively. On August 29, 2007, the closing
prices of the units, common stock and warrants of Fortress International Group, Inc., as reported by the NASDAQ Capital Market, were $7.55,
$5.70 and $0.95, respectively. As of the date hereof, none of our officers and directors, in their fiduciary capacities with Fortress International
Group, Inc. are considering any business opportunities that we believe would be appropriate for us, nor will we consider for our initial business
combination any of the target businesses that were considered by Fortress International Group, Inc. prior to its initial business combination.
    In addition, C. Thomas McMillen, our Chairman and Co-Chief Executive Officer, has held senior positions in other companies that have
completed an offering similar to this offering. See ―Management — Prior Involvement of Principals in Blank Check Companies‖ below for
more information with respect to each such blank check company, initial public offering and business combination and Mr. McMillen’s roles with
each such blank check company following its business combination.

                                                        Our Initial Business Combination
     We will have twenty-four months from the consummation of this offering to consummate a business combination. If we are unable to
consummate a business combination by such time, our corporate existence will cease (except for the purposes of winding up our affairs and
liquidating) by operation of corporate law and our amended and restated certificate of incorporation. Our initial business combination must be
with a target business or businesses whose collective fair market value is at least equal to 80% of our net assets (excluding deferred underwriting
discounts and commissions of approximately $2,400,000, or approximately $2,760,000 if the over-allotment option is exercised in full) at the time
of such acquisition, although this may entail simultaneous acquisitions of several operating businesses. The fair market value of the target will be
determined by our board of directors based upon one or more standards generally accepted by the financial community (which may include actual
and potential sales, earnings, cash flow and/or book value). We anticipate structuring a business combination to acquire 100% of the equity
interests or assets of the target business. We may, however, structure a business combination to acquire less than 100% of such interests or assets
of the target business but will not acquire less than majority voting control of the target business. This restriction will not preclude a reverse
merger or similar transaction in which we acquire, or acquire control of, the target


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business. If we acquire only a controlling interest in a target business or businesses, the portion of such business that we acquire must have a fair
market value equal to at least 80% of our net assets (excluding deferred underwriting discounts and commissions held in the trust account).
    The target business or businesses that we acquire may collectively have a fair market value substantially in excess of 80% of our net assets
(excluding deferred underwriting discounts and commissions held in the trust account). In order to consummate our initial business combination,
we may issue a significant amount of our debt or equity securities to the sellers of the target business, seek to raise additional funds through a
private offering of debt or equity securities and/or obtain financing from other sources. There are no limitations on our ability to incur debt or
issue securities in order to consummate a business combination. If we issue securities in order to consummate a business combination, our
stockholders prior to the business combination could end up owning a minority of the combined company as there is no requirement that our
stockholders own a certain percentage of our company after our business combination. Since we have no specific business combination under
consideration, we have not entered into any arrangement to issue our debt or equity securities and have no current intention of doing so nor can
we assure you that we will be able to locate or enter into a business combination with a target business on favorable terms or at all.
    We would consider entering into a business combination with a target business that is affiliated with our officers, directors, special advisors or
stockholders only after exploring transactions with respect to unaffiliated business targets, if our board of directors determines that a business
combination with such affiliated entity would be in the best interests of our public stockholders and if we obtain an opinion from an independent
investment banking firm that the business combination is fair to our unaffiliated stockholders from a financial point of view. As of the date of this
prospectus, there are no affiliated entities that we believe we would consider as a business combination target.

                                                                 Private Placement
    Secure America Acquisition Holdings, LLC, our principal initial stockholder and an entity controlled by Messrs. McMillen and Weiss, has
agreed to purchase, in a private placement that will occur immediately prior to this offering, 1,525,000 warrants, or founder warrants, at a
purchase price of $1.00 per warrant. Each founder warrant purchased in the private placement entitles the holder to purchase one share of our
common stock at a purchase price of $6.00 per share. In the absence of an active trading market for our securities,
the $1.00 purchase price for the founder warrants was determined jointly by the underwriters and us after reviewing and discussing comparable
transactions. No other financial or quantitative analyses were used in determining the purchase price. The purchase price of these founder
warrants will be added to the amount to be held in the trust account pending the completion of our initial business combination. The private
placement will result in an aggregate of $1,525,000 in net proceeds to us.
    If we do not complete one or more business combinations that meet the criteria described in this prospectus, then the proceeds of $1,525,000
from the sale of the founder warrants will become part of the amount payable to our public stockholders upon our dissolution and the subsequent
liquidation of the trust account and the founder warrants will expire worthless. Similarly, this purchase price will become part of any conversion
amount paid to converting stockholders.
     The founder warrants will be identical to the warrants offered in this offering, except that (i) the founder warrants are not subject to
redemption so long as they are held by Secure America Acquisition Holdings, LLC or one of its existing members, (ii) the founder warrants may
be exercised on a cashless basis while the warrants included in the units sold in this offering cannot be exercised on a cashless basis, (iii) upon an
exercise of the founder warrants, the holders of the founder warrants will receive unregistered shares of our common stock, and (iv) subject to
certain limited exceptions, the founder warrants are not transferable until they are released from escrow, as described below, which would only be
after the consummation of a business combination. The founder warrants will be differentiated from warrants sold in this offering through legends
contained on the certificates representing the founder warrants indicating the restrictions and rights specifically applicable to such founder
warrants as described in this prospectus.
    Exercising warrants on a ―cashless basis‖ means that, in lieu of paying the aggregate exercise price for the shares of common stock being
purchased upon exercise of the warrant in cash, the holder forfeits a number of shares issuable upon exercise of the warrant with a market value
equal to such aggregate exercise price.
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Accordingly, we would not receive additional proceeds to the extent the founder warrants are exercised on a cashless basis. Warrants included in
the units sold in the offering are not exercisable on a cashless basis and the exercise price with respect to these warrants will be paid directly to us.
     The founder warrants will be placed in an escrow account at Continental Stock Transfer & Trust Company, acting as escrow agent, and will
not be released from escrow until the later of (i) one year after the date of this prospectus and (ii) sixty days after the consummation of our initial
business combination. In no event will the founder warrants be released from escrow prior to the consummation of our initial business
combination. Prior to their release from escrow, the founder warrants may be transferred (i) to persons or entities controlling, controlled by, or
under common control with Secure America Acquisition Holdings, LLC, or to any stockholder, member, partner or limited partner of such entity,
or (ii) to family members and trusts of permitted assignees for estate planning purposes or, upon the death of any such person, to an estate or
beneficiaries of permitted assignees; in each case, such transferees will be subject to the same transfer restrictions as Secure America Acquisition
Holdings, LLC until after we complete our initial business combination.
    The holders of the founder warrants and the underlying shares of common stock will be entitled to registration rights under an agreement to be
signed on or before the date of this prospectus to enable their resale commencing on the date such warrants become exercisable. The founder
warrants are non-redeemable so long as they are held by Secure America Acquisition Holdings, LLC or one of its existing members in order to
provide Secure America Acquisition Holdings, LLC and its members a potentially longer exercise period for those warrants because they will
bear a higher risk while being required to hold such warrants until the consummation of our initial business combination.
    With those exceptions, the founder warrants have terms and provisions that are substantially identical to those of the warrants being sold as
part of the units in this offering.
     The member transferees of the founder warrants are permitted to transfer such warrants in certain limited circumstances, such as transfers for
estate planning purposes, by operation of law or upon death, and the transferees receiving such founder warrants will be subject to the same sale
restrictions imposed on Secure America Acquisition Holdings, LLC and its members. If Secure America Acquisition Holdings, LLC or its
existing members acquire warrants for their own account in the open market, any such warrants will be redeemable. If our other outstanding
warrants are redeemed and the market price of a share of our common stock rises following such redemption, holders of the founder warrants
could potentially realize a larger gain on exercise or sale of those warrants than is available to other warrant holders, although we do not know if
the price of our common stock would increase following a warrant redemption. If our share price declines in periods subsequent to a warrant
redemption and Secure America Acquisition Holdings, LLC or one of its existing members continue to hold the founder warrants, the value of
those warrants still held by such persons may also decline.


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                                                                  THE OFFERING
Securities offered:
                                                             10,000,000 units, at $8.00 per unit, each unit consisting of:
                                                                  •
                                                                        one share of common stock; and
                                                                  •
                                                                        one warrant.
Trading commencement and separation of
common stock and warrants:
                                                             The units will begin trading on or promptly after the date of this prospectus.
                                                             Each of the common stock and warrants may trade separately on the 90th day
                                                             after the date of this prospectus unless the representative of the underwriters
                                                             determines that an earlier date is acceptable. In no event will the representative
                                                             of the underwriters allow separate trading of the common stock and warrants
                                                             until we file an audited balance sheet reflecting our receipt of the gross
                                                             proceeds of this offering and the underwriters’ over-allotment option has either
                                                             expired or been exercised. We will file a Current Report on Form 8-K,
                                                             including an audited balance sheet, promptly after the consummation of this
                                                             offering, which is anticipated to take place three business days after the date of
                                                             this prospectus. The audited balance sheet will include proceeds we receive
                                                             from the exercise of the over-allotment option if the over-allotment option is
                                                             exercised prior to the filing of the Form 8-K. If the over-allotment option is
                                                             exercised after our initial filing of a Form 8-K, we will file an additional
                                                             Current Report on Form 8-K including updated financial information to reflect
                                                             the exercise of the over-allotment option. For more information, see
                                          ―Description of Securities — Units.‖ Although we will not distribute copies of
                                          the Current Report on Form 8-K to individual unit holders, the Current Report
                                          on Form 8-K will be available on the SEC’s website at http://www.sec.gov
                                          after the filing. The units will continue to trade along with the common stock
                                          and warrants after the units are separated. Holders will need to have their
                                          brokers contact our transfer agent in order to separate the units into common
                                          stock and warrants.
Common stock:
    Number of shares outstanding before
    this offering
                                          2,500,000 shares
    Number of shares to be outstanding
    after this offering
                                          12,500,000 shares
Warrants:
    Number outstanding before this
    offering and the private placement
                                          0 warrants
    Number to be outstanding after this
    offering and the private placement
                                          11,525,000 warrants
Exercisability:
                                          Each warrant is exercisable for one share of common stock.

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Exercise price:
                                          $6.00
                                          Warrants included in the units issued in this offering are not exercisable on a
                                          cashless basis. In no event shall a warrant holder be entitled to receive a net
                                          cash settlement upon the exercise of warrants.
Exercise period:
                                          The warrants will become exercisable on the later of:
                                               •
                                                    the completion of our initial business combination on the terms
                                                    described in this prospectus; and
                                               •
                                                    [________], 2008 [one year after the date of this prospectus].
                                          However, the warrants will only be exercisable if a registration statement
                                          relating to the common stock issuable upon exercise of the warrants is
                                          effective and current. We have agreed to use our best efforts to have an
                                          effective registration statement covering shares of common stock issuable
                                          upon exercise of the warrants from the date the warrants become exercisable
                                          and to maintain a current prospectus relating to that common stock until the
                                          warrants expire or are redeemed. All warrants will expire at 5:00 p.m., New
                                          York City time, on [________], 2011 [four years after the date of this
                                          prospectus], or earlier, upon redemption.
Redemption:
                                          Once the warrants become exercisable, we may redeem the outstanding
                                          warrants (except for the founder warrants, which are not redeemable so long as
                                          they are held by Secure America Acquisition Holdings, LLC or one of its
                                          existing members) at any time:
                                               •
                                                    in whole and not in part;
                                                •
                                                     at a price of $0.01 per warrant;
                                                •
                                                     upon a minimum of 30 days’ prior written notice of redemption; and
                                                •
                                                     only if the reported last sale price of the common stock equals or
                                                     exceeds $11.50 per share for any 20 trading days within a 30-trading
                                                     day period ending on the third business day prior to the notice of
                                                     redemption to warrant holders.
                                           We will not redeem the warrants unless we have an effective registration
                                           statement covering the shares of common stock issuable upon exercise of the
                                           warrants and a current prospectus is available throughout the 30-day notice of
                                           redemption period.
                                           We have established the last condition above to provide warrant holders with a
                                           reasonable premium to the initial warrant exercise price as well as a reasonable
                                           cushion against a negative market reaction, if any, to our redemption call. If
                                           the foregoing conditions are satisfied and we call the warrants for redemption,
                                           each warrant holder shall then be entitled to exercise his or her warrant prior to
                                           the date scheduled for redemption. However, there can be no assurance that
                                           the price of our common stock will exceed $11.50

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                                           or the warrant exercise price after the redemption call is made. We do not need
                                           the consent of the underwriters or our stockholders to redeem the outstanding
                                           warrants.
Private placement of founder warrants to
our principal initial stockholder:
                                           Secure America Acquisition Holdings, LLC, our principal initial stockholder
                                           and an entity controlled by Messrs. McMillen and Weiss, each of whom is one
                                           of our Co-Chief Executive Officers and a member of our board of directors,
                                           has agreed to purchase, in a private placement that will occur immediately
                                           prior to this offering, 1,525,000 warrants, or founder warrants, at a purchase
                                           price of $1.00 per founder warrant, each exercisable for one share of our
                                           common stock at a price of $6.00. In the absence of an active trading market
                                           for our securities, the $1.00 purchase price for the founder warrants was
                                           determined jointly by the underwriters and us after reviewing and discussing
                                           comparable transactions. No other financial or quantitative analyses were used
                                           in determining the purchase price. The aggregate proceeds from the private
                                           placement will be added to proceeds from this offering to be held in the trust
                                           account pending our completion of a business combination. If we do not
                                           complete a business combination that meets the criteria described in this
                                           prospectus, then the gross proceeds from the private placement will become
                                           part of the liquidating distribution to our public stockholders.
                                           The founder warrants will be identical to the warrants included in the units
                                           sold in this offering, except that (i) the founder warrants are not subject to
                                           redemption so long as they are held by Secure America Acquisition Holdings,
                                           LLC or one of its existing members, (ii) the founder warrants may be
                                           exercised on a cashless basis while the warrants included in the units sold in
                                           this offering cannot be exercised on a cashless basis, (iii) upon an exercise of
                                           the founder warrants, the holders of the founder warrants will receive
                                           unregistered shares of our common stock, and (iv) subject to certain limited
                                           exceptions, the founder warrants are not transferable until they are released
                                           from escrow, as described below, which would only be after the
                                           consummation of our initial business combination.
                                           Exercising warrants on a ―cashless basis‖ means that, in lieu of paying the
                                           aggregate exercise price for the shares of common stock being purchased upon
                                exercise of the warrant in cash, the holder forfeits a number of shares
                                underlying the warrant with a market value equal to such aggregate exercise
                                price. Accordingly, we would not receive additional proceeds to the extent the
                                founder warrants are exercised on a cashless basis. Warrants included in the
                                units sold in the offering are not exercisable on a cashless basis and the
                                exercise price with respect to these warrants will be paid directly to us.
                                Commencing on the date on which the applicable escrow period expires,
                                Secure America Acquisition Holdings, LLC and its permitted transferees will
                                be entitled to registration

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                                rights with respect to the founder warrants and the shares of common stock
                                issuable upon exercise of the founder warrants pursuant to the terms of an
                                agreement to be entered into on or before the date of this prospectus in
                                connection with the private placement.
                                Subject to the limited exceptions described below, the founder warrants are not
                                transferable or saleable until they are released from escrow. The founder
                                warrants will not be released from escrow until the later of (i) one year after
                                the date of this prospectus and (ii) sixty days after the consummation of our
                                initial business combination. In no event will the founder warrants be released
                                from escrow prior to the consummation of our initial business combination.
                                Prior to their release from escrow, the founder warrants may be transferred (i)
                                to persons or entities controlling, controlled by, or under common control with
                                Secure America Acquisition Holdings, LLC, or to any stockholder, member,
                                partner or limited partner of such entity, or (ii) to family members and trusts of
                                permitted assignees for estate planning purposes or, upon the death of any such
                                person, to an estate or beneficiaries of permitted assignees; in each case, such
                                transferees will be subject to the same transfer restrictions as Secure America
                                Acquisition Holdings, LLC until after we complete our initial business
                                combination.With those exceptions, the founder warrants have terms and
                                provisions that are identical to those of the warrants included in the units
                                offered pursuant to this prospectus.
Limited payments to insiders:
                                There will be no fees or other cash payments paid to our existing stockholders,
                                officers and directors or their affiliates prior to, or for any services they render
                                in order to effectuate, the consummation of our initial business combination
                                other than:
                                     •
                                          repayment of a $150,000 non-interest bearing loan made to us by
                                          Secure America Acquisition Holdings, LLC to cover our formation
                                          and offering expenses;
                                     •
                                          payment of up to $7,500 per month to Homeland Security Capital
                                          Corporation, a publicly held corporation in which Mr. McMillen, one
                                          of our Co-Chief Executive Officers, our Chairman and a member of
                                          our board of directors, holds a 36.4% interest, or its assignee, for
                                          office space and administrative services. We believe that, based on
                                          rents and fees for similar services in the Washington, D.C.
                                          metropolitan area, the fees charged by Homeland Security Capital
                                          Corporation are at least as favorable as we could have obtained from
                                          unaffiliated third parties; and
                                     •
                                          reimbursement of out-of-pocket expenses incurred by them in
                                          connection with certain activities on our behalf, such as identifying
                                          and investigating
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                                               possible target businesses and business combinations. There is no limit on
                                               the amount of out-of-pocket expenses that could be incurred, and there
                                               will be no review of the reasonableness of the expenses by anyone other
                                               than our board of directors, which may include persons who seek
                                               reimbursement, or a court of competent jurisdiction if such
                                               reimbursement is challenged.
Proposed American Stock Exchange
symbols for our:
    Units
                                          [____]
    Common stock
                                          [____]
    Warrants
                                          [____]
Offering and private placement proceeds
to be held in the trust account:
                                          $77,600,000 of the proceeds of this offering and the private placement (or
                                          $89,120,000, if the over-allotment option is exercised in full), or
                                          approximately $7.76 per unit, will be placed in a trust account at SunTrust
                                          Bank maintained by Continental Stock Transfer & Trust Company, as trustee,
                                          pursuant to an agreement to be signed on the date of this prospectus. These
                                          proceeds include the $1,525,000 in net proceeds from the private placement
                                          and $2,400,000 in deferred underwriting discounts and commissions, or
                                          $2,760,000, if the underwriters’ over-allotment option is exercised in full. The
                                          underwriters have agreed that the deferred underwriting discounts and
                                          commissions will not be paid unless and until we consummate our initial
                                          business combination. Upon the consummation of our initial business
                                          combination, the deferred underwriting discounts and commissions (subject to
                                          a $0.24 per share reduction for public stockholders who vote against our initial
                                          business combination and exercise their conversion rights, as described below)
                                          shall be released to the underwriters out of the gross proceeds of this offering
                                          held in the trust account. Except as set forth below, the amounts in the trust
                                          account will not be released until the earlier of the completion of our initial
                                          business combination or our liquidation. See ―Use of Proceeds.‖ Therefore,
                                          unless and until our initial business combination is consummated, the amounts
                                          held in the trust account will not be available to pay any expenses related to
                                          this offering or any expenses which we may incur related to the investigation
                                          and selection of a target business or the negotiation of an agreement to effect a
                                          business combination.
                                          Notwithstanding the foregoing, there can be released to us from the trust
                                          account interest earned (net of taxes) on the funds in the trust account (i) up to
                                          an aggregate of $1,400,000 to fund expenses related to investigating and
                                          selecting a target business and our other working capital requirements and (ii)
                                          any amounts we may need to pay our income tax obligations. With these
                                          exceptions, expenses incurred by us may be paid prior to a business
                                          combination

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                                          only from the $100,000 of net proceeds of this offering not held in the trust
                                          account.
                                          None of the warrants may be exercised until the later of [__________], 2008
                                        and the consummation of our initial business combination and, thus, after the
                                        proceeds of the trust account have been disbursed. Accordingly, after the
                                        consummation of our initial business combination, the proceeds from the
                                        exercise of the warrants will be paid directly to us and not placed in the trust
                                        account.
Condition to consummating our initial
business combination:
                                        Our initial business combination must occur with one or more target
                                        businesses that have a fair market value of at least 80% of our net assets
                                        (excluding deferred underwriting discounts and commissions held in the trust
                                        account) at the time of such business combination.
Certificate of Incorporation:
                                        Our amended and restated certificate of incorporation sets forth certain
                                        requirements and restrictions relating to this offering that shall apply to us
                                        until the consummation of our initial business combination. Specifically, it
                                        provides that:
                                             •
                                                  prior to the consummation of our initial business combination, we
                                                  shall submit such business combination to our stockholders for
                                                  approval;
                                             •
                                                  we may consummate our initial business combination if: (i) it is
                                                  approved by a majority of the shares of our common stock voted by
                                                  the public stockholders, and (ii) public stockholders owning less than
                                                  30% of the shares of common stock purchased in this offering
                                                  exercise their conversion rights;
                                             •
                                                  if our initial business combination is approved and consummated,
                                                  public stockholders who voted against the business combination and
                                                  exercised their conversion rights will receive their pro rata share of
                                                  the trust account (net of taxes and up to an aggregate of $1,400,000
                                                  of interest earned released to us for our working capital requirements
                                                  as described in this prospectus); and
                                             •
                                                  we may not initially consummate any other merger, capital stock
                                                  exchange, asset acquisition, stock purchase, or similar transaction
                                                  other than a business combination that meets the conditions specified
                                                  in this prospectus, including the requirement that such combination
                                                  be with one or more operating businesses whose fair market value,
                                                  either individually or collectively, is equal to at least 80% of our net
                                                  assets (excluding deferred underwriting discounts and commissions
                                                  held in the trust account) at the time of such business combination.
                                                  Our amended and restated certificate of incorporation prohibits the
                                                  amendment of the above-described provisions without the
                                                  affirmative

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                                             vote of 95% of the shares issued in this offering. However, because the
                                             validity of a 95% supermajority provision restricting amendment of the
                                             amended and restated certificate of incorporation under Delaware law has
                                             not been settled, a court could conclude that it violates the stockholders’
                                             implicit rights to amend the amended and restated certificate of
                                             incorporation. However, we view the foregoing provisions as obligations
                                             to our stockholders and we will not take any actions to waive or amend
                                             any of these provisions.
Limited corporate existence:
                            Our amended and restated certificate of incorporation provides that we will
                            continue in existence only until [__________], 2009 [24 months after the date
                            of the consummation of this offering]. If we have not completed a business
                            combination by such date, our corporate existence will cease except for the
                            purposes of winding up our affairs and liquidating, pursuant to Section 278 of
                            the Delaware General Corporation Law. This has the same effect as if our
                            board of directors and stockholders had formally voted to approve our
                            dissolution pursuant to Section 275 of the Delaware General Corporation Law.
                            Accordingly, limiting our corporate existence to a specified date as permitted
                            by Section 102(b)(5) of the Delaware General Corporation Law removes the
                            necessity to comply with the formal procedures set forth in Section 275 (which
                            would have required our board of directors and stockholders to formally vote
                            to approve our dissolution and liquidation and to have filed a certificate of
                            dissolution with the Delaware Secretary of State). In connection with any
                            proposed business combination we submit to our stockholders for approval, we
                            will also submit to our stockholders a proposal to amend our amended and
                            restated certificate of incorporation to provide for our perpetual existence,
                            thereby removing this limitation on our corporate life. We will only
                            consummate a business combination if stockholders vote both in favor of such
                            business combination and our amendment to provide for our perpetual
                            existence. The approval of the proposal to amend our amended and restated
                            certificate of incorporation to provide for our perpetual existence in connection
                            with a business combination would require the affirmative vote of a majority
                            of our outstanding shares of common stock.
Stockholders must approve
business combination:
                            Pursuant to our amended and restated certificate of incorporation, we will seek
                            stockholder approval before we effect our initial business combination, even if
                            the nature of the acquisition would not ordinarily require stockholder approval
                            under applicable law. We view this requirement as an obligation to our
                            stockholders and will not take any action to amend or waive this provision in
                            our amended and restated certificate of incorporation. In connection with the
                            vote required for our initial business combination, all of our

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                            existing stockholders, including all of our officers and directors, have agreed
                            to vote their respective shares of common stock owned by them immediately
                            prior to this offering in accordance with the majority of the shares of common
                            stock voted by the public stockholders. They have also agreed that if they
                            acquire shares of common stock in the offering or in the aftermarket, they will
                            vote all such shares in favor of our initial business combination. We will
                            proceed with our initial business combination only if:
                                 •
                                      a majority of the shares of common stock voted by the public
                                      stockholders are voted in favor of the business combination; and
                                 •
                                      public stockholders owning less than 30% of the shares sold in this
                                      offering both vote against the business combination and exercise
                                      their conversion rights as described below.
                            Accordingly, it is our intention to structure and consummate a business
                            combination in which public stockholders holding not more than 2,999,999
                            shares of our common stock exercise their conversion rights, in which case the
                            business combination may still be consummated. Although a 20% threshold
                            has been more typical in offerings of this type, we have increased the threshold
                            to reduce the risk of a small group of shareholders exercising undue influence
                            on the approval process. However, the 30% threshold does entail certain risks,
                            including making it easier for us to obtain stockholder approval of an initial
                                            business combination and possibly impeding our ability to consummate the
                                            most desirable business combination or optimize our capital structure. See,
                                            ―Risk Factors — Unlike most other blank check offerings, we allow public
                                            stockholders owning up to but less than 30% of our common stock to exercise
                                            their conversion rights. This higher threshold will make it easier for us to get a
                                            business combination approved over stockholder dissent, and you may not
                                            receive the full amount of your original investment upon exercise of your
                                            conversion rights” and “ — Unlike most other blank check offerings, we
                                            allow up to approximately 29.99% of our public shareholders to exercise their
                                            conversion rights. The ability of a larger number of our stockholders to
                                            exercise their conversion rights may not allow us to consummate the most
                                            desirable business combination or optimize our capital structure.”
                                            Voting against the business combination alone will not result in conversion of
                                            a stockholder’s shares for a pro rata share of the trust account. Such
                                            stockholder must have also exercised its conversion rights described below.
                                            Even if our public stockholders holding less than 30% of our shares of
                                            common stock exercise their conversion rights, we may be unable to
                                            consummate a business combination if such conversion leaves us with funds
                                            with a fair market value less than 80% of our net assets (excluding deferred
                                            underwriting

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                                            discounts and commissions held in the trust account) at the time of such
                                            acquisition, which amount is required as a condition to the consummation of
                                            our initial business combination. In such event, we may be forced to find
                                            additional financing to consummate such a business combination, consummate
                                            a different business combination or dissolve and liquidate.
Conversion rights for stockholders voting
to reject a business combination:
                                            Pursuant to our amended and restated certificate of incorporation, public
                                            stockholders voting against a business combination that is approved will be
                                            entitled to convert their stock into a pro rata share of the trust account, before
                                            payment of deferred underwriting discounts and commissions and including
                                            any interest earned on their pro rata share, net of interest that may be released
                                            to us, as described above, to fund our working capital requirements and pay
                                            any of our income tax obligations, if the business combination is approved and
                                            consummated. We view this requirement as an obligation to our stockholders
                                            and will not take any action to amend or waive this provision in our amended
                                            and restated certificate of incorporation. Our existing stockholders will not be
                                            able to convert their shares of common stock, even shares acquired in this
                                            offering or the aftermarket, into a pro rata share of the trust account under any
                                            circumstances.
                                            Stockholders will not be requested to tender their shares of common stock
                                            before a business combination is consummated. If a business combination is
                                            consummated, stockholders exercising their conversion rights will be sent
                                            instructions on how to tender their shares of common stock and when they
                                            should expect to receive the conversion amount. In order to ensure accuracy in
                                            determining whether the conversion threshold has been met, each stockholder
                                            exercising his, her or its conversion rights must continue to hold his, her or its
                                            shares of common stock until the consummation of the business combination.
                                            We will not charge converting stockholders any fees in connection with the
                                            tender of shares for conversion. If a stockholder votes against a business
                                            combination but fails to properly exercise his, her or its conversion rights, such
                                            stockholder will not have his, her or its shares of common stock converted and
                                            will therefore not receive his, her or its pro rata distribution of the trust
                                            account.
                                            Public stockholders who convert their common stock into a pro rata share of
                                          the trust account will be paid promptly their conversion price following their
                                          exercise of conversion rights and will continue to have the right to exercise
                                          any warrants they own. The initial conversion price is approximately $7.76 per
                                          share. Since this amount is less than the $8.00 per unit price in this offering
                                          and may be lower than the market price of the common stock on the date of
                                          conversion, there may be a disincentive on the part of public stockholders to
                                          exercise their conversion rights.

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Liquidation if no business combination:
                                          As described above, if we have not consummated a business combination by
                                          [_________], 2009 [twenty four months after the consummation of this
                                          offering], our corporate existence will terminate by operation of law and we
                                          will promptly distribute only to our public stockholders (including our existing
                                          stockholders to the extent they have purchased shares in this offering or in the
                                          aftermarket) the amount in our trust account (including any accrued interest
                                          then remaining in the trust account) plus any remaining net assets. We cannot
                                          assure you that the per share distribution from the trust account, if we
                                          liquidate, will not be less than $7.76, plus interest then held in the trust
                                          account, for the following reasons:
                                               •
                                                    Prior to liquidation, pursuant to Section 281(b) of the Delaware
                                                    General Corporation Law, we will adopt a plan that will provide for
                                                    our payment, based on facts known to us at such time, of (i) all
                                                    existing claims, (ii) all pending claims and (iii) all claims that may
                                                    be potentially brought against us within the subsequent 10 years.
                                                    Accordingly, we would be required to provide for any creditors
                                                    known to us at that time as well as provide for any claims that we
                                                    believe could potentially be brought against us within the subsequent
                                                    10 years prior to distributing the funds held in the trust to our public
                                                    stockholders. We cannot assure you that we will properly assess all
                                                    claims that may be potentially brought against us. As such, our
                                                    stockholders could potentially be liable for any claims of creditors to
                                                    the extent of distributions received by them (but no more). Since we
                                                    will distribute our assets in accordance with Section 281(b) rather
                                                    than Sections 280 and 281(a) of the Delaware General Corporation
                                                    Law, any such liability of our stockholders could extend to claims
                                                    for which an action, suit or proceeding is begun after the third
                                                    anniversary of our dissolution.
                                               •
                                                    While we will seek to have all vendors and service providers (which
                                                    would include any third parties we engaged to assist us in any way in
                                                    connection with our search for a target business) and prospective
                                                    target businesses execute agreements with us waiving any right, title,
                                                    interest or claim of any kind they may have in or to any monies held
                                                    in the trust account, there is no guarantee that they will execute such
                                                    agreements. Nor is there any guarantee that, even if such entities
                                                    execute such agreements with us, they will not seek recourse against
                                                    the trust account or that a court would not conclude that such
                                                    agreements are not legally enforceable. Messrs. McMillen and
                                                    Weiss, our Co-Chief Executive Officers and members of our board
                                                    of directors, have agreed that they will be personally liable, on a joint
                                                    and several basis, to

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                                                ensure that the amounts in the trust account are not reduced by the claims
                                                of target businesses or claims of vendors or other entities that are owed
                                                money by us for services rendered or contracted for or products sold to us,
                                                in the event that such target business, vendors or entities did not execute a
                                                valid and enforceable waiver. However, we have not requested that
                                                Messrs. McMillen and Weiss reserve for such indemnification
                                                obligations, and therefore, we cannot assure you that they will be able to
                                                satisfy those obligations, if they are required to do so.
                                           We anticipate the distribution of the funds in the trust account to our public
                                           stockholders will occur by no later than ten business days after the date our
                                           corporate existence ceases. Our existing stockholders have waived their rights
                                           to participate in any liquidation distribution with respect to their initial shares.
                                           In addition, Secure America Acquisition Holdings, LLC and our officers,
                                           directors and special advisors have agreed to waive any claim against us and
                                           the trust account, other than with respect to any shares of our common stock
                                           acquired by it or them in this offering or in the open market following the
                                           consummation of this offering. We will pay the costs of liquidation from our
                                           remaining assets outside of the trust account. If such funds are insufficient,
                                           Messrs. McMillen and Weiss have agreed to advance us the funds necessary to
                                           complete such liquidation (currently anticipated to be no more than
                                           approximately $15,000) and have agreed not to seek or accept repayment for
                                           such expenses.
Escrow of existing stockholders’ initial
shares and founder warrants:
                                           On the date of this prospectus, our existing stockholders, including all of our
                                           officers, directors and special advisors, will place the shares of common stock
                                           they own before the completion of this offering into an escrow account
                                           maintained by Continental Stock Transfer & Trust Company, acting as escrow
                                           agent pursuant to an escrow agreement. These initial shares will not be
                                           transferable during the applicable escrow period (as defined below), except
                                           that such initial shares may be transferred (i) to persons or entities controlling,
                                           controlled by, or under common control with such person or entity, or to any
                                           stockholder, member, partner or limited partner of such person or entity, or (ii)
                                           to family members and trusts of permitted assignees for estate planning
                                           purposes, or upon the death of any such person, to an estate or beneficiaries of
                                           permitted assignees; in each case, such transferee will be subject to the same
                                           transfer restrictions as our existing stockholders until after we complete our
                                           initial business combination. Any shares held by these transferees would
                                           remain subject to the stock escrow agreement. The shares will not be released
                                           from escrow until one year following our initial business combination or
                                           earlier if,

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                                           following a business combination, we consummate a transaction that results in
                                           all of our stockholders having the right to exchange their shares of common
                                           stock for cash, securities or other property.
                                           Additionally, on the date of this prospectus, Secure America Acquisition
                                           Holdings, LLC will place the founder warrants into a separate escrow account
                                           maintained by Continental Stock Transfer & Trust Company, acting as escrow
                                           agent. The founder warrants will not be transferable during the escrow period
                                           and will not be released from escrow until after the completion of our initial
                                           business combination, except that such founder warrants may be transferred (i)
                                           to persons or entities controlling, controlled by, or under common control with
                                           Secure America Acquisition Holdings, LLC, or to any stockholder, member,
                                           partner or limited partner of such entity, or (ii) to family members and trusts of
                                           permitted assignees for estate planning purposes or, upon the death of any such
                                                           person, to an estate or beneficiaries of permitted assignees; in each case, such
                                                           transferees will be subject to the same transfer restrictions as Secure America
                                                           Acquisition Holdings, LLC until after we complete our initial business
                                                           combination. Any founder warrants held by these transferees would remain
                                                           subject to the warrant escrow agreement.
                                                           While the initial shares of common stock and founder warrants held by Secure
                                                           America Acquisition Holdings, LLC will be placed into escrow, we have been
                                                           advised that the membership interests in Secure America Acquisition
                                                           Holdings, LLC will not be placed into escrow. However, the operating
                                                           agreement of Secure America Acquisition Holdings, LLC provides that no
                                                           membership interests may be transferred until after the consummation of a
                                                           business combination other than transfers (a) to other existing members of
                                                           Secure America Acquisition Holdings, LLC or (b) to family members and
                                                           trusts of members for estate planning purposes or, upon the death of a member,
                                                           to such member’s estate or beneficiaries. In addition, Secure America
                                                           Holdings, LLC, the member entity that controls Secure America Acquisition
                                                           Holdings, LLC, and its members have agreed with us that the membership
                                                           interests of Secure America Holdings, LLC shall be subject to substantially
                                                           similar transfer restrictions as the membership interests of Secure America
                                                           Acquisition Holdings, LLC until after the consummation of our initial business
                                                           combination. Secure America Acquisition Holdings, LLC and Secure America
                                                           Holdings, LLC have agreed with us not to alter or amend these provisions
                                                           relating to transfer restrictions until after the consummation of our initial
                                                           business combination.

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                                                                       Risks
     In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of our management
team, but also the special risks we face as a blank check company, as well as the fact that this offering is not being conducted in compliance with
Rule 419 promulgated under the Securities Act of 1933, as amended (the ―Securities Act‖), and, therefore, you will not be entitled to protections
normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section
entitled ―Risk Factors‖ beginning on page 21 of this prospectus.


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                                                        SUMMARY FINANCIAL DATA
    The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are
included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented.
                                                                                           June 11, 2007
                                                                                  Actual              As Adjusted (1)
              Balance Sheet Data:
              Working capital/(deficiency) (2)                              $       (25,000 )    $         75,322,500

              Total assets                                                  $      172,500       $         77,722,500
              Total liabilities (3)                                         $      150,000       $          2,400,000
              Value of common stock which may be converted for cash         $           —        $         22,559,992
                (4)

              Stockholders’ equity                                          $       22,500       $         52,762,508




(1) The ―as adjusted‖ information gives effect to the sale of the units in this offering and the founder warrants being sold in the
    private placement, including the application of the related gross proceeds and the payment of the estimated remaining costs
    from such transactions.
(2) The working capital deficiency excludes $47,500 of costs related to this offering that were paid prior to June 11, 2007. These
    deferred offering costs have been recorded as a long-term asset and are reclassified against stockholders’ equity in the ―as
    adjusted‖ column.
(3) The ―as adjusted‖ liabilities consist of the underwriters’ deferred discounts and commissions.
(4) If we consummate a business combination, public stockholders who voted against the business combination will be entitled to
    convert their stock for cash in the approximate amount of $7.76 per share (or $23,279,992 in the aggregate), which amount
    represents approximately $7.52 per share (or $22,559,992 in the aggregate) representing the net proceeds of the offering and
    $0.24 per share (or $720,000 in the aggregate) representing the portion of the $2,400,000 underwriters' deferred discounts and
    commissions, which the underwriters have agreed to deposit into the trust account and which the underwriters would forfeit, on
    a pro rata basis, to pay converting stockholders. These amounts do not take into account interest earned on, and retained in, the
    trust account.
    The total assets (as adjusted) amount includes the $77,600,000 held in the trust account, which will be distributed on completion of our initial
business combination (i) to any public stockholders who exercise their conversion rights, (ii) to the underwriters in the amount of $2,400,000 (or
$2,760,000, if the underwriters’ over-allotment option is exercised in full), in each case, less $0.24 for each share of our common stock that our
public stockholders elect to convert in connection with our initial business combination, in payment of their deferred underwriting discounts and
commissions and (iii) to us in the amount remaining in the trust account following the payment to any public stockholders who exercise their
conversion rights and payment of deferred discounts and commissions to the underwriters. All such proceeds will be distributed from the trust
account only upon consummation of a business combination within the time period described in this prospectus. If a business combination is not
so consummated, we will liquidate the trust account and the amounts held in the trust account, including the deferred underwriting discounts and
commission and all interest thereon, net of (i) up to $1,400,000 that may be released to us to fund our expenses and other working capital
requirements and (ii) any amounts released to us to pay our income tax obligations, will be distributed solely to our public stockholders (subject to
our obligations under Delaware law to provide for claims of creditors).
    We will not proceed with a business combination if public stockholders owning 30% or more of the shares sold in this offering vote against
the business combination and exercise their conversion rights. Accordingly, we may effect a business combination if public stockholders owning
up to but less than 30% of the shares sold in this offering vote against the business combination and exercise their conversion rights. If this
occurred, we would be required to convert to cash up to 2,999,999 of the 10,000,000 shares included in the units sold in this offering at an initial
per share conversion price of approximately $7.76 (for a total of approximately $23,279,992) which amount represents approximately $7.52 per
share (or approximately $22,559,992 in the aggregate) representing the net proceeds of the offering and $0.24 per share (or $720,000 in the
aggregate) representing the portion of the deferred underwriting discounts and commissions which the


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underwriters have agreed to deposit into the trust account and to forfeit to pay converting stockholders, without taking into account interest earned
on the trust account or any claims that may be brought by creditors. The actual per share conversion price will be equal to:
   •     the aggregate amount then on deposit in the trust account, before payment of deferred underwriting discounts and
         commissions and including accrued interest after distribution of interest income on the trust account balance to us as
         described above, as of two business days prior to the proposed consummation of the business combination,
   •     divided by the number of shares of common stock sold in this offering.

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                                                                  RISK FACTORS
    An investment in our securities involves a high degree of risk. You should consider carefully all of the material risks described below,
together with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following events
occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our
securities could decline, and you could lose all or part of your investment. This prospectus also contains forward-looking statements that involve
risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific
factors, including the risks described below.

                                                       Risks Associated With Our Business
We are a recently formed development stage company with no operating history and, accordingly, you will not have any basis on which to
evaluate our ability to achieve our business objective.
    We are a recently incorporated development stage company with no operating results to date. Therefore, our ability to begin operations is
dependent upon obtaining financing through the public offering of our securities. Since we do not have an operating history, you will have no
basis upon which to evaluate our ability to achieve our business objective, which is to acquire, or acquire control of, an operating business in the
homeland security industry. We have not conducted any discussions and we have no plans, arrangements or understandings with any prospective
acquisition candidates. We will not generate any revenues (other than interest income on the proceeds of this offering) until, at the earliest, after
the consummation of a business combination. We cannot assure you as to when, or if, a business combination will occur.
We may not be able to complete a business combination within the required time frame, in which case our corporate existence will terminate
and we will be forced to liquidate.
    We must complete a business combination with a business or businesses whose fair market value is at least 80% of our net assets (excluding
deferred underwriting discounts and commissions held in the trust account) at the time of the business combination within 24 months after the
consummation of this offering. If we fail to consummate a business combination within the required time frame, we will be forced to liquidate our
assets. We may not be able to consummate a business combination for any number of reasons. We may not be able to find suitable target
businesses within the required time frame. In addition, our negotiating position and our ability to conduct adequate due diligence on any potential
target business may be reduced as we approach the deadline for the consummation of a business combination. Furthermore, we will be unable to
consummate a business combination if holders of 30% or more of the shares sold in this offering vote against the transaction and elect to convert
their stock into a pro rata share of the trust account even if a majority of our shareholders approve the transaction. If we fail to complete a specific
business combination after expending substantial management time and attention and substantial costs for accountants, attorneys, and other
advisors, such costs likely would not be recoverable, which could materially adversely affect subsequent attempts to locate and acquire another
target business within the required time frame. We do not have any specific business combination under consideration and neither we nor any
representative acting on our behalf has had any contacts with any target businesses regarding a business combination nor taken any direct or
indirect actions to locate or search for a target business.
If we are forced to liquidate before a business combination and distribute the trust account, our public stockholders may receive less than
$8.00 per share and our warrants will expire worthless.
    If we are unable to complete a business combination and are forced to liquidate our assets, the per share liquidation may be less than $8.00
because of the expenses of this offering, our general and administrative expenses and the anticipated costs of seeking a business combination.
Furthermore, there will be no distribution with respect to our outstanding warrants and, accordingly, the warrants will expire worthless if we
liquidate before the completion of a business combination. For a more complete discussion of the effects on our stockholders if we are unable to
complete a business combination, see the section entitled ―Proposed Business — Effecting a Business Combination — Liquidation if No Business
Combination‖ on page 59 .
If we are unable to consummate a business combination, our public stockholders will be forced to wait the full 24 months before receiving
liquidation distributions.
    We have 24 months in which to complete a business combination. We have no obligation to return funds to investors prior to such date unless
we consummate a business combination prior thereto and only then in


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cases where investors have sought conversion of their shares. Only after the expiration of this full 24-month time period will public stockholders
be entitled to liquidation distributions if we are unable to complete a business combination. Accordingly, investors’ funds may be unavailable to
them until such date.
You will not be entitled to protections normally afforded to investors of blank check companies.
    Since the net proceeds of this offering are intended to be used to complete a business combination with a target business that has not been
identified, we may be deemed to be a ―blank check‖ company under the United States securities laws. However, since we will have net tangible
assets in excess of $5,000,000 upon the successful consummation of this offering and will file a Current Report on Form 8-K with the SEC upon
consummation of this offering including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to
protect investors of blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those
rules. Because we are not subject to Rule 419, our units will be immediately tradable and we have a longer period of time to complete a business
combination in certain circumstances. For a more detailed comparison of our offering to offerings under Rule 419, see the section entitled
―Comparison to Offerings of Blank Check Companies‖ on page 62 .
Under Delaware law, the requirements and restrictions relating to this offering contained in our amended and restated certificate of
incorporation may be amended, which could reduce or eliminate the protection afforded to our stockholders by such requirements and
restrictions.
    Our amended and restated certificate of incorporation contains certain requirements and restrictions relating to this offering that will apply to
us until the consummation of a business combination. Specifically, our amended and restated certificate of incorporation provides, among other
things, that:
   •     upon consummation of this offering, $77,600,000 (or a greater amount up to $89,120,000, depending on the amount of the
         over-allotment option that is exercised, if any) of the proceeds from this offering and the private placement and the
         deferred underwriting discount will be placed into the trust account, which funds may not be disbursed from the trust
         account except in connection with our initial business combination or upon our liquidation;
   •     prior to the consummation of our initial business combination, we will submit such business combination to our
         stockholders for approval;
   •     we may not consummate our initial business combination unless (i) it is approved by a majority of the shares of our
         common stock voted by our public stockholders and (ii) public stockholders owning less than 30% of the shares sold in this
         offering both vote against the business combination and exercise their conversion rights;
   •     if our initial business combination is approved and consummated, public stockholders who voted against the business
         combination and who exercised their conversion rights will receive their pro rata share of the trust account (net of income
         taxes payable and up to an aggregate of $1,400,000 released to us to fund expenses relating to investigating and selecting a
         target business and our other working capital requirements); and
   •     we may not consummate our initial business combination unless it meets the conditions specified in this prospectus,
         including the requirement that the business combination be with an operating business whose fair market value is equal to
         at least 80% of our net assets (excluding deferred underwriting discounts and commissions held in the trust account) at the
         time of such business combination.
    Our amended and restated certificate of incorporation prohibits the amendment of the above-described provisions without the affirmative vote
of 95% of the shares issued in this offering. However, because the validity of a 95% supermajority provision restricting amendment of the
amended and restated certificate of incorporation under Delaware law has not been settled, a court could conclude that it violates the stockholders’
implicit rights to amend the amended and restated certificate of incorporation. In that case, some or all of the above provisions could be amended
without supermajority consent and any such amendment could reduce or eliminate the protection afforded to our stockholders. However, we view
the foregoing provisions as obligations to our stockholders and we will not take any actions to waive or amend any of these provisions.


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Because there are numerous companies with a business plan similar to ours seeking to effectuate a business combination, it may be more
difficult for us to complete a business combination.
     Based upon publicly available information, we have identified approximately 116 blank check companies that have gone public since August
2003. Of these companies, only 32 have completed a business combination (one of which was in the homeland security industry), while five have
liquidated or will be liquidating, none of which are in the homeland security industry. The remaining approximately 79 blank check companies
have more than $8.5 billion in trust and are seeking to complete business combinations, of which two companies, with approximately $118.4
million in trust combined, are seeking to complete business combinations specifically in the homeland security or defense industry. Of these
companies, only 24 have announced that they have entered into definitive agreements or letters of intent with respect to potential business
combinations but have not yet consummated business combinations, none of which are in the homeland security industry. In addition, there are 48
blank check companies with nearly $6.8 billion in trust combined that have filed registration statements and will be seeking to complete business
combinations, including one in the homeland security industry. Furthermore, the fact that only 32 of such companies have completed business
combinations and only 24 other of such companies have entered into definitive agreements or letters of intent for business combinations, and five
have liquidated or will be liquidating, may be an indication that there are only a limited number of attractive targets available to such entities or
that many targets are not inclined to enter into a transaction with a blank check company, and therefore we also may not be able to consummate a
business combination within the prescribed time period. If we are unable to consummate a business combination within the prescribed time
period, our purpose will be limited to dissolving, liquidating and winding up.
If third parties bring claims against us, the amount held in the trust account could be reduced and the per share liquidation price received by
stockholders will be less than $7.76 per share.
     Our placing of funds in trust may not protect those funds from third party claims against us. Although we will seek to have all vendors,
prospective target businesses or other entities we engage execute agreements with us waiving any right, title, interest or claim of any kind in or to
any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements or
even if they execute such agreements that they would be prevented from bringing claims against the trust account. Nor is there any guarantee that
such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements
with us and will not seek recourse against the trust account for any reason. Accordingly, the amount held in the trust account could be subject to
claims which could take priority over the claims of our public stockholders and the per share liquidation price could be less than $7.76, plus
interest, due to claims of such creditors. If we are unable to complete a business combination and are forced to liquidate, Messrs. McMillen and
Weiss, our Co-Chief Executive Officers and members of our board of directors, have agreed that they will be personally liable, on a joint and
several basis, to ensure that the amounts in the trust account are not reduced by the claims of target businesses or claims of vendors or other
entities that are owed money by us for services rendered or contracted for or products sold to us, to the extent that such target businesses, vendors
or entities did not execute a valid and enforceable waiver. However, we have not requested that either of Messrs. McMillen or Weiss reserve for
these indemnification obligations, and we therefore cannot assure you that they will be able to satisfy those obligations if required to do so or that
the amounts in the trust account will not be reduced by such claims.
    Additionally, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the
amounts held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the
claims of third parties with priority over the claims of our public stockholders. To the extent any bankruptcy claims deplete the trust account, we
cannot assure you we will be able to return to our public stockholders at least $7.76 per share.
Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them.
     Our amended and restated certificate of incorporation provides that we will continue in existence only until [_________], 2009 [24 months
after the consummation of this offering]. If we have not completed a business combination by such date and amended this provision in connection
thereto, pursuant to the Delaware General Corporation Law, our corporate existence will cease except for the purposes of winding up our


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affairs and liquidating. Under Sections 280 through 282 of the Delaware General Corporation Law, stockholders may be held liable for claims by
third parties against a corporation to the extent of distributions received by them in a dissolution. If the corporation complies with certain
procedures set forth in Section 280 of the Delaware General Corporation Law intended to ensure that it makes reasonable provision for all claims
against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during
which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to
stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of
the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the
dissolution. However, it is our intention to make liquidating distributions to our stockholders as soon as reasonably possible after the expiration of
the twenty four month period and, therefore, we do not intend to comply with those procedures. Because we will not be complying with those
procedures, we are required, pursuant to Section 281(b) of the Delaware General Corporation Law, to adopt a plan that will provide for our
payment, based on facts known to us at such time, of (i) all existing claims, (ii) all pending claims and (iii) all claims that may be potentially
brought against us within the subsequent 10 years. Accordingly, we would be required to provide for any creditors known to us at that time or
those that we believe could be potentially brought against us within the subsequent 10 years prior to distributing the funds held in the trust to
stockholders. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders
could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may
extend well beyond the third anniversary of the date of distribution. Accordingly, we cannot assure you that third parties will not seek to recover
from our stockholders amounts owed to such third parties by us.
    If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, any distributions
received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a ―preferential transfer‖ or a
―fraudulent conveyance.‖ As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. Furthermore, because
we intend to distribute the amounts held in the trust account to our public stockholders promptly after [_], 2009 [twenty four months after the
consummation of this offering], this may be viewed or interpreted as giving preference to our public stockholders over any potential creditors with
respect to access to or distributions from our assets. Furthermore, our board may be viewed as having breached their fiduciary duties to our
creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public
stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for
these reasons.
Since we have not currently selected a prospective target business with which to complete a business combination, investors in this offering
are unable currently to ascertain the merits or risks of the target business’ operations.
     Since we have not yet identified a prospective target business, investors in this offering have no current basis to evaluate the possible merits
or risks of the target business’ operations. To the extent we complete a business combination with a financially unstable company or an entity in
its development stage, we may be affected by numerous risks inherent in the business operations of those entities. Although our management will
endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the
significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in this
offering than a direct investment, if an opportunity were available, in a target business. For a more complete discussion of our selection of a target
business, see the section below entitled ―Effecting a Business Combination — We Have Not Identified a Target Business‖ on page 53 .
If the cash not held in the trust account is insufficient to allow us to operate for at least the next 24 months, we may be unable to complete a
business combination.
    We believe that, upon consummation of this offering, the funds available to us outside of the trust account, plus the interest earned on the
funds held in the trust account that may be available to us, will be sufficient to allow us to operate for at least the next 24 months, assuming that a
business combination is not consummated during that time. However, we cannot assure you that our estimates will be accurate. We could


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use a portion of these funds to engage consultants to assist us with our search for a target business. We could also use a portion of these funds as a
down payment or to fund a ―no-shop‖ provision (a provision in letters of intent designed to prevent a target businesses from ―shopping‖ around
for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed business
combination, although we do not have any current intention to do so. If we entered into such a letter of intent where we paid for the right to
receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise),
we may not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.
A decline in interest rates could limit the amount available to fund our search for a target business or businesses and complete a business
combination since we will depend on interest earned on the trust account to fund our search, to pay our income tax obligations and to
complete our initial business combination.
     Of the net proceeds of this offering, only $100,000 will be available to us initially outside the trust account to fund our working capital
requirements. We will depend on sufficient interest being earned on the amounts held in the trust account to provide us with additional working
capital we will need to identify one or more target businesses and to complete our initial business combination, as well as to pay any income tax
obligations that we may owe. While we are entitled to have released to us for such purposes certain interest earned on the funds in the trust
account, a substantial decline in interest rates may result in our having insufficient funds available with which to structure, negotiate or close an
initial business combination. In such event, we would need to borrow funds from our existing stockholders to operate or may be forced to
liquidate. Our existing stockholders are under no obligation to advance funds in such circumstances.
We may issue shares of our capital stock or debt securities to complete a business combination, which would reduce the equity interest of our
stockholders and likely cause a change in control of our ownership.
     Our amended and restated certificate of incorporation, which we will file immediately prior to the effectiveness of this offering, authorizes the
issuance of up to 50,000,000 shares of common stock, par value $.0001 per share, and 1,000,000 shares of preferred stock, par value $.0001 per
share. Immediately after this offering (assuming no exercise of the underwriters’ over-allotment option), there will be 25,975,000 authorized but
unissued shares of our common stock available for issuance (after appropriate reservation for the issuance of shares upon full exercise of our
outstanding warrants) and all of the 1,000,000 shares of preferred stock available for issuance. Although we have no commitments as of the date
of this offering to issue our securities, we may issue a substantial number of additional shares of our common stock or preferred stock, or a
combination of common and preferred stock, to complete a business combination. The issuance of additional shares of our common stock or any
number of shares of our preferred stock:
   •     may significantly reduce the equity interest of investors in this offering;
   •     will likely cause a change in control if a substantial number of our shares of common stock are issued, which may affect,
         among other things, our ability to use our net operating loss carry forwards, if any, and most likely also result in the
         resignation or removal of our present officers and directors;
   •     may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded to
         our common stock; and
   •     may adversely affect prevailing market prices for our common stock.
    Similarly, if we issued debt securities, it could result in:
   •     default and foreclosure on our assets if our operating cash flow after a business combination were insufficient to pay our
         debt obligations;
   •     acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when
         due if the debt security contained covenants that required the maintenance of certain financial ratios or reserves and any
         such covenant were breached without a valid and enforceable waiver or renegotiation of that covenant;

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   •     our immediate payment of all principal and accrued interest, if any, if the debt security was payable on demand;
   •     covenants that limit our ability to acquire capital assets or make additional acquisitions; and
   •     our inability to obtain additional financing, if necessary, if the debt security contained covenants restricting our ability to
         obtain additional financing while such security was outstanding.
    The value of your investment in us may decline if any of these events occurs.
    For a more complete discussion of the possible structure of a business combination, see the sections below entitled ―Management’s
Discussion and Analysis of Financial Condition and Results of Operations‖ and ―Effecting a Business Combination — Selection of a Target
Business and Structuring of a Business Combination.‖
Our existing stockholders, including certain of our officers and directors, control a substantial interest in us and thus may influence certain
actions requiring stockholder vote.
     Upon consummation of this offering and the private placement, our existing stockholders (including all of our officers and directors) will
collectively own approximately 20% of our issued and outstanding shares of common stock. In addition, our principal initial stockholder has also
agreed to purchase an aggregate of $1,525,000 of founder warrants directly from us immediately prior to the closing of this offering at a price per
warrant of $1.00. The purchase of founder warrants, together with any other acquisitions of our shares (or warrants which are subsequently
exercised), could permit our existing stockholders to effectively influence the outcome of all matters requiring approval by our stockholders at
such time, including the election of directors and approval of significant corporate transactions, following the consummation of our initial
business combination. None of our existing stockholders, directors, officers or special advisors have any current intention to purchase units in this
offering, the aftermarket or otherwise. However, they are not prohibited from making any such purchases. If they do so, our existing stockholders,
including our directors, officers and special advisors, will have a greater influence on the outcome of matters requiring stockholder approval, such
as a business combination.
    In addition, our board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class
of directors being elected in each year. It is unlikely that there will be an annual meeting of stockholders to elect new directors prior to the
consummation of a business combination, in which case all of the current directors will continue in office at least until the consummation of the
business combination. If there is an annual meeting, as a consequence of our ―staggered‖ board of directors, only a minority of the board of
directors will be considered for election and our existing stockholders, because of their ownership position, will have considerable influence
regarding the outcome. Accordingly, our existing stockholders will continue to exert control at least until the consummation of a business
combination.
Our ability to effect a business combination successfully and to be successful afterward will be totally dependent upon the efforts of our key
personnel, some of whom may join us following a business combination and whom we would have only a limited ability to evaluate. It is also
likely that our current officers and directors will resign upon the consummation of a business combination.
     Our ability to effect a business combination successfully will be totally dependent upon the efforts of our key personnel. The future role of
our key personnel following a business combination, however, cannot presently be fully ascertained. Although we expect our Co-Chief Executive
Officers to remain associated with us following a business combination in senior management or advisory positions, such as a member of the
board of directors or a consultant, it is unlikely that the rest of our current management will be able to remain with the combined company after
the consummation of a business combination. Thus, we will likely employ other personnel following the business combination. While we intend
to closely scrutinize any additional individuals we engage after a business combination, we cannot assure you that our assessment of these
individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a public company, as well as United
States securities laws, which could cause us to have to expend time and resources helping them become familiar with such laws. This could be
expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.


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Because all of our officers and directors currently, directly or indirectly, own shares of our common stock that will not participate in
liquidating distributions, they may have a conflict of interest in determining whether a particular target business is appropriate for a business
combination.
     All of our officers and directors, either directly or indirectly, own shares of our common stock. None of these persons will have the right to
receive distributions from the funds held in the trust account with respect to shares of our common stock acquired by them prior to the completion
of this offering upon our dissolution and liquidation in the event we fail to complete a business combination, and they would lose their entire
investment in us were this to occur. Therefore, the personal and financial interests of our officers and directors may influence their motivation in
identifying and selecting target businesses and completing a business combination in a timely manner. This may result in a conflict of interest
when determining whether the terms, conditions, and timing of a particular business combination are appropriate and in our stockholders’ best
interest.
Our officers and directors may allocate their time to other businesses, thereby causing conflicts of interest in their determination as to how
much time to devote to our affairs. This could have a negative impact on our ability to consummate a business combination.
    Our officers and directors are not required to commit their full time to our affairs, which may result in a conflict of interest in allocating their
time between our operations and other businesses. We do not intend to have any full time employees prior to the consummation of a business
combination. All of our executive officers are engaged in several other business endeavors and are not obligated to contribute any specific number
of hours per week to our affairs. If our executive officers’ other business affairs require them to devote more substantial amounts of time to such
affairs, it could limit their ability to devote time to our affairs and could have a negative impact on our ability to consummate a business
combination. For a complete discussion of the potential conflicts of interest of which you should be aware, see the section entitled
―Management — Conflicts of Interest,‖ beginning on page 72 . We cannot assure you that these conflicts will be resolved in our favor.
Our officers and directors and their affiliates currently are, and may in the future become, affiliated with entities engaged in business
activities related to the homeland security industry, including activities that are similar to those intended to be conducted by us and,
accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
    All of our officers and directors and their affiliates currently are, and may in the future become, affiliated with additional entities that are
engaged in business activities similar to those intended to be conducted by us. Due to these existing affiliations, they and our other directors may
have fiduciary or contractual obligations to present potential business opportunities to those entities prior to presenting them to us, which could
cause additional conflicts of interest. Accordingly, they may have conflicts of interest in determining to which entity a particular business
opportunity should be presented. For a complete discussion of our management’s business affiliations and the potential conflicts of interest of
which you should be aware, see the section below entitled ―Management — Conflicts of Interest.‖ We cannot assure you that any of these
conflicts will be resolved in our favor.
Our directors’ and officers’ interests in obtaining reimbursement for any out-of-pocket expenses incurred by them may lead to a conflict of
interest in determining whether a particular target business is appropriate for a business combination and in the public stockholders’ best
interest.
    Our officers and directors will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses
exceed the amount of available proceeds not deposited in the trust account unless the business combination is consummated. These amounts are
based on management’s estimates of the funds needed to fund our operations for the next 24 months and consummate a business combination.
Those estimates may prove to be inaccurate, especially if a portion of the available proceeds is used to make a down payment in connection with a
business combination or pay exclusivity or similar fees or if we expend a significant portion in pursuit of an acquisition that is not consummated.
The financial interest of our officers and directors could influence their motivation in selecting a target business or negotiating with a target
business in connection with a proposed business combination and thus, there may be a conflict of interest when determining whether a particular
business combination is in the public stockholders’ best interest.


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If management were to negotiate to be retained by the company post-business combination as a condition to any potential business
combination, such negotiations may result in a conflict of interest.
     Our current management will only be able to remain with the combined company after the consummation of a business combination if they
are able to negotiate mutually agreeable employment or consulting agreements as part of any such combination, which terms would be disclosed
to stockholders in any proxy statement relating to such transaction. After the consummation of a business combination, our existing stockholders,
officers, directors and special advisors may remain associated in some capacity with the acquired business if they are able to negotiate mutually
agreeable employment or consulting agreements as part of any such combination, which terms would be disclosed to stockholders in any proxy
statement relating to such transaction. In no event, however, would any of our existing stockholders, officers, directors or special advisors receive
a finder’s fee from any party to a business combination. Negotiations with respect to an employment or consulting agreement would take place
simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation for services they
would render to the combined company after the consummation of a business combination. We do not have a policy that prohibits such persons
from pursuing or negotiating such agreements in connection with a business combination. The financial interest of our officers and directors,
including any compensation arrangements, could influence their motivation in selecting, negotiating and structuring a transaction with a target
business, and thus, there may be a conflict of interest when determining whether a particular business combination is in the stockholders’ best
interest.
Secure America Acquisition Holdings, LLC currently owns shares of our common stock which will not participate in liquidation distributions
and, due to the fact that all of our current officers and certain of our directors are affiliated with Secure America Acquisition Holdings, LLC,
a conflict of interest may arise in determining whether a particular target acquisition is appropriate for a business combination.
    Secure America Acquisition Holdings, LLC owns 2,360,000 shares of our common stock that were issued prior to this offering and has
waived its right to receive distributions with respect to all of such shares upon our liquidation if we are unable to consummate a business
combination. The shares acquired prior to this offering by our existing stockholders will be worthless if we do not consummate a business
combination. All of our current officers and certain of our directors are affiliated with Secure America Acquisition Holdings, LLC and, therefore,
the personal and financial interests of our officers and certain of our directors may influence their motivation in timely identifying and selecting a
target acquisition and completing a business combination. Consequently, our officers’ discretion, and the discretion of certain of our directors, in
identifying and selecting a suitable target acquisition, may result in a conflict of interest when determining whether the terms, conditions and
timing of a particular business combination are appropriate and in our stockholders’ best interest and, as a result of such conflicts, management
may choose a target acquisition that is not in the best interests of our stockholders. We cannot assure you that any such conflict will be resolved in
our favor.
It is probable that we will only be able to complete one business combination with the proceeds of this offering, which will cause us to be solely
dependent on a single business and a limited number of products or services.
    The net proceeds from this offering will provide us with approximately $75,300,000 which we may use to complete a business combination.
Our initial business combination must be with a business or businesses with a collective fair market value of at least 80% of our net assets
(excluding deferred underwriters’ discounts and commissions held in the trust account) at the time of such acquisition. We may further seek to
acquire a target business that has a fair market value significantly in excess of 80% of our net assets. Although as of the date of this prospectus we
have not engaged or retained, had any discussions with, or entered into any agreements with, any third party regarding any such potential
financing transactions, we could seek to fund such a business combination by raising additional funds through the sale of our securities or through
loan arrangements. However, if we were to seek such additional funds, any such arrangement would only be consummated simultaneously with
our consummation of a business combination.
    We may not be able to acquire, or acquire control of, more than one target business because of various factors, including possible complex
domestic or international accounting issues, which would include generating pro forma financial statements reflecting the operations of several
target businesses as if they had been combined, and numerous logistical issues, which could include attempting to coordinate the timing of
negotiations, proxy statement disclosure and closings with multiple target businesses. In addition, we would also be


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exposed to the risks that conditions to closings with respect to the acquisition of one or more of the target businesses would not be satisfied
bringing the fair market value of the initial business combination below the required threshold of fair market value of 80% of our net assets
(excluding deferred underwriting discounts and commissions held in the trust account). Consequently, it is probable that, unless the purchase price
consists substantially of our equity, we will have the ability to complete only the initial business combination with the proceeds of this offering.
Accordingly, the prospects for our success may be:
    •    solely dependent upon the performance of a single business, or
    •    dependent upon the development or market acceptance of a single or limited number of products, processes or services.
     In this case, we will not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other
entities which may have the resources to complete several business combinations in different industries or different areas of a single industry.
We may be unable to obtain additional financing, if required, to complete a business combination or to fund the operations and growth of the
target business, which could compel us to restructure the transaction or abandon a particular business combination.
     Although we believe that the net proceeds of this offering will be sufficient to allow us to consummate a business combination, we have not
yet identified any prospective target business and we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of
this offering prove to be insufficient, either because of the size of the business combination or the depletion of the available net proceeds outside
of the trust account in search of a target business, or because we become obligated to convert into cash a significant number of shares from
dissenting stockholders, we will be required to seek additional financing. We cannot assure you that such financing would be available on
acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to consummate a particular business
combination, we would be compelled to restructure the transaction or abandon that particular business combination and seek an alternative target
business candidate. In addition, it is possible that we could use a portion of the funds not in the trust account to make a deposit, down payment or
fund a ―no-shop‖ provision with respect to a proposed business combination, although we do not have any current intention to do so. In the event
that we were ultimately required to forfeit such funds (whether as a result of our breach of the agreement relating to such payment or otherwise),
we may not have a sufficient amount of working capital available outside of the trust account to conduct due diligence and pay other expenses
related to finding a suitable business combination without securing additional financing. If we were unable to secure additional financing, we
would most likely fail to consummate a business combination in the allotted time and would be forced to liquidate. In addition, if we consummate
a business combination, we may require additional financing to fund the operations or growth of the target business. The failure to secure
additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers,
directors or stockholders is required to provide any financing to us in connection with or after a business combination.
Because of our limited resources and the significant competition for business combination opportunities, we may not be able to consummate
an attractive business combination.
     We expect to encounter intense competition from other entities having a business objective similar to ours, including venture capital funds,
leveraged buyout funds, private equity firms and operating businesses competing for acquisitions. Many of these entities are well established and
have extensive experience in identifying and effecting business combinations directly or through affiliates. Many of these competitors possess
greater technical, human and other resources than we do and our financial resources will be relatively limited when contrasted with those of many
of these competitors. While we believe that there are numerous potential target businesses that we could acquire with the net proceeds of this
offering, our ability to compete in acquiring certain sizable target businesses will be limited by our available financial resources. This inherent
competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Further:
   •     our obligation to seek stockholder approval of a business combination may materially delay the consummation of a
         transaction;

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   •     our obligation to convert the shares of common stock into cash in certain instances may materially reduce the resources
         available for a business combination; and
   •     our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target
         businesses.
     Any of these obligations may place us at a material competitive disadvantage in successfully negotiating a business combination, particularly
against a competitor that does not need stockholder approval. Because of these factors, we may not be able to successfully compete for an
attractive business combination, or to effectuate any business combination within the required time periods. If we do not find a suitable target
business within such time periods, we will be forced to liquidate.
A significant portion of our working capital could be expended in pursuing business combinations that are not consummated.
    We expect that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and
others. In addition, we may opt to make down payments or pay exclusivity or other fees in connection with structuring and negotiating a business
combination. If a decision is made not to complete a specific business combination, the costs incurred up to that point for the proposed
transaction, potentially including down payments or exclusivity or similar fees, would not be recoverable. Furthermore, even if an agreement is
reached relating to a specific target business, we may fail to consummate the transaction for any number of reasons, including those beyond our
control such as that 30% or more of our public stockholders vote against the transaction and exercise their conversion rights even though a
majority of our public stockholders approve the transaction. Any such event will result in a loss to us of the related costs incurred, which could
materially adversely affect subsequent attempts to locate and acquire or merge with another business.
Unlike most other blank check offerings, we allow public stockholders owning up to but less than 30% of our shares of common stock to
exercise their conversion rights. The ability of a larger number of our stockholders to exercise their conversion rights may not allow us to
consummate the most desirable business combination or optimize our capital structure.
     When we seek stockholder approval of a business combination, we will offer each public stockholder (other than our existing stockholders)
the right to have his, her or its shares of common stock converted to cash if the stockholder votes against the business combination and the
business combination is approved and consummated. Such holder must both vote against such business combination and then exercise his, her or
its conversion rights to receive a pro rata share of the trust account. Unlike most other blank check offerings which have a 20% threshold, we
allow public stockholders owning up to but less than 30% of our shares of common stock to exercise their conversion rights. Accordingly, if our
business combination requires us to use substantially all of our cash to pay the purchase price, because we will not know how many stockholders
may exercise such conversion rights, we may either need to reserve part of the trust account for possible payment upon such conversion, or we
may need to arrange third party financing to help fund our business combination in case a larger percentage of stockholders exercise their
conversion rights than we expect. In the event that the acquisition involves the issuance of our stock as consideration, we may be required to issue
a higher percentage of our stock to make up for a shortfall in funds. Raising additional funds to cover any shortfall may involve dilutive equity
financing or incurring indebtedness at higher than desirable levels. This may limit our ability to effectuate the most attractive business
combination available to us.
Unlike most other blank check offerings, we allow public stockholders owning up to but less than 30% of our shares of common stock to
exercise their conversion rights. This higher threshold will make it easier for us to get a business combination approved over stockholder
dissent, and you may not receive the full amount of your original investment upon exercise of your conversion rights.
    When we seek stockholder approval of our initial business combination, we will offer each public stockholder (other than our existing
stockholders and our officers and directors) the right to have his, her or its shares of common stock converted to cash if the stockholder votes
against the business combination and the business combination is approved and consummated. We will consummate the initial business
combination only if (i) a majority of the shares of common stock voted by the public stockholders are voted in favor of the


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business combination and (ii) public stockholders owning up to but less than 30% of the shares of common stock included in the units sold in this
offering vote against the business combination and exercise their conversion rights. Because we permit a larger number of stockholders to
exercise their conversion rights, it will reduce the requirement to consummate an initial business combination with a target business which you
may vote against, making it easier for us to get a business combination approved over stockholder dissent, and you may not receive the full
amount of your original investment upon exercise of your conversion rights.
If we acquire a target business with operations outside of the United States, economic, political, social and other factors of the country where
the target business operates may adversely affect our ability to achieve our business objectives.
     If we seek to acquire a target business that operates in a foreign country, our ability to achieve our business objective may be adversely
affected by economic, political, social and religious factors of the country where the target business operates. The economy of such country may
differ favorably or unfavorably from the U.S. economy in such respects as, for example, the level of economic development, the amount of
governmental involvement, the growth rate of its gross domestic product, the allocation of resources, the control of foreign exchange, the rate of
inflation, capital reinvestment, resource self-sufficiency and balance of payments position. These differences may adversely affect our ability to
acquire one or more businesses with operations outside the United States. Additionally, differences or changes in the country’s laws or regulations
or political conditions may also impact our ability to acquire a foreign target business.
One or more countries where the target business operates may have corporate disclosure, governance and regulatory requirements that are
different from those in the United States, which may make it more difficult or complex to consummate a business combination.
    Companies in other countries are subject to accounting, auditing, regulatory and financial standards and requirements that differ, in some
cases significantly, from those applicable to public companies in the United States, which may make it more difficult or complex to consummate a
business combination. In particular, the assets and profits appearing on the financial statements of a company located outside the United States
may not reflect its financial position or results of operations in the way they would be reflected had such financial statements been prepared in
accordance with U.S. generally accepted accounting principles. There may be substantially less publicly available information about companies
located outside the United States than there is about United States companies. Moreover, companies in other countries may not be subject to the
same degree of regulation as are United States companies with respect to such matters as insider trading rules, tender offer regulation, shareholder
proxy requirements and the timely disclosure of information.
    Legal principles relating to corporate affairs and the validity of corporate procedures, directors’ fiduciary duties and liabilities and
shareholders’ rights for companies located outside the United States may differ from those that may apply in the United States, which may make
the consummation of a business combination with such companies located outside of the United States more difficult. We therefore may have
more difficulty in achieving our business objective.
Foreign currency fluctuations could adversely affect our business and financial results.
    If we acquire a target business which does business and generates sales in one or more countries outside the United States, foreign currency
fluctuations may affect the costs that we incur in such international operations. It is also possible that some or all of our operating expenses may
be incurred in non-U.S. dollar currencies. The exchange rates between non-U.S. dollar currencies in those countries where we may have
operations and the U.S. dollar could increase our costs and could harm our results of operations and financial condition.
Exchange controls that exist in certain countries may limit our ability to utilize our cash flow effectively following a business combination.
    If we effect a business combination with a target business that operates in one or more countries outside of the United States, we may become
subject to rules and regulations on currency conversion that are in effect in certain countries. Such rules and regulations may impose restrictions
on conversion of local currency into foreign currencies with respect to entities with foreign equity holdings in excess of a certain level. Such


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restrictions on currency exchanges may limit our ability to use our cash flow for the distribution of dividends to our shareholders or to fund
operations we may have outside of the countries where the target business operates.
Because any target business with which we attempt to complete a business combination may be required to provide our stockholders with
financial statements prepared in accordance with, or which can be reconciled to, United States generally accepted accounting principles,
prospective target businesses may be limited.
     In accordance with requirements of United States federal securities laws, in order to seek stockholder approval of a business combination, a
proposed target business may be required to have certain financial statements which are prepared in accordance with, or which can be reconciled
to, U.S. generally accepted accounting principles and audited in accordance with U.S. generally accepted auditing standards. To the extent that a
proposed target business does not have financial statements which have been prepared in accordance with, or which can be reconciled to, U.S.
generally accepted accounting principles and audited in accordance with U.S. generally accepted auditing standards, we may not be able to
complete a business combination with that proposed target business. These financial statement requirements may limit the pool of potential target
businesses with which we may complete a business combination.
If we effect a business combination with a company located outside of the United States, the laws applicable to such company will likely
govern all of our material agreements and we may not be able to enforce our legal rights.
    If we effect a business combination with a company located outside of the United States, the laws of the country in which such company
operates will govern almost all of the material agreements relating to its operations. We cannot assure you that the target business will be able to
enforce any of its material agreements or that remedies will be available in this new jurisdiction. The system of laws and the enforcement of
existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or
obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital. Additionally, if
we acquire a company located outside of the United States, it is likely that substantially all of our assets would be located outside of the United
States and some of our officers and directors might reside outside of the United States. As a result, it may not be possible for investors in the
United States to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of U.S. courts
predicated upon civil liabilities and criminal penalties against our directors and officers under federal securities laws.

                                            Risks Associated with the Homeland Security Industry
    We may acquire, or acquire control of, a company that contracts directly with the government on homeland security projects, or we may
acquire, or acquire control of, a company that acts as a subcontractor, supplier or partner with another party or parties that contract with the
government. In either case, the risk factors below may directly or indirectly impact us.
The loss or impairment of our relationship with governments and their agencies could adversely affect our business.
     Our target company may derive a substantial portion of revenue from work performed under government contracts, either directly or as a
subcontractor, partner or supplier to a party working under such a contract. If our target company or other company with which we had any such
relationship were suspended or prohibited from contracting with the federal or state governments, or with a significant agency of the government,
or if any of these agencies ceased doing business with them or significantly decreased the amount of business it does with them, our target
company’s business, prospects, financial condition and operating results could be significantly impaired.
Changes in spending priorities may cause a reduction in the demand or profitability of the products or services we may ultimately produce or
offer.
    Government expenditures and expenditures by companies in the private sector on homeland security tend to fluctuate based on a variety of
political, economic and threat factors. While spending authorization for homeland security by the government and private sector has increased in
recent years, future levels of expenditures and authorizations for these programs may decrease, remain constant or shift to programs in areas


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where our target business does not currently provide products or services. A significant decline in government or private sector expenditures, or a
shift of expenditures away from programs our target company supports, could adversely affect our target company’s business, prospects, financial
condition or operating results.
Federal government contracts often contain provisions that are unfavorable, which could adversely affect our target company’s business.
    Federal government contracts contain provisions and are subject to laws and regulations that give the government rights and remedies not
typically found in commercial contracts, including those allowing the government to:
   •     terminate existing contracts for convenience, as well as for default;
   •     reduce or modify contracts or subcontracts;
   •     cancel multi-year contracts and related orders if funds for contract performance for any subsequent year become
         unavailable;
   •     decline to exercise an option to renew a multi-year contract;
   •     claim rights in products and systems produced by the company;
   •     suspend or debar the company from doing business with the federal government or with a governmental agency; and
   •     control or prohibit the export of products.
     If the government terminates a contract for convenience, our target company may recover only its incurred or committed costs, settlement
expenses and profit on work completed prior to the termination. If the government terminates a contract for default, our target company may not
recover even those amounts, and instead may be liable for excess costs incurred by the government in procuring undelivered items and services
from another source. As is common with government contractors, some of our target company’s contracts may experience performance issues in
the future. Our target company may in the future receive ―show cause‖ or cure notices under contracts that, if not addressed to the government’s
satisfaction, could give the government the right to terminate those contracts for default or to cease procuring services under those contracts in the
future. Even if we are not directly the party to a government contract, as in the case of a subcontract relationship, the impact of the above on the
prime contractor would likely impact us directly.
We will likely have to comply with complex procurement laws and regulations which may impose added costs on our target company’s
business.
     Our target company will likely have to comply with and will be affected by laws and regulations relating to the formation, administration and
performance of federal government contracts, which affect how they do business with their customers and may impose added costs on their
business. For example, our target company or parties with which it does business will likely be subject to the Federal Acquisition Regulations and
all supplements (including those issued by the Department of Homeland Security), which comprehensively regulate the formation, administration
and performance of federal government contracts, and to the Truth-in-Negotiations Act, which requires certification and disclosure of cost and
pricing data in connection with contract negotiations. If a government review or investigation uncovers improper or illegal activities, our target
company may be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits,
suspension of payments, fines and suspension or debarment from doing business with federal government agencies, which could materially
adversely affect our target company’s business, prospects, financial condition or operating results. In addition, our target company or parties with
which it does business will likely be subject to industrial security regulations of the Department of Defense and other federal agencies that are
designed to safeguard against foreigners access to classified information. We may also be liable for systems and services failure and security
breaks with respect to the solutions, services, products, or other applications we sell to the government. If we were to come under foreign
ownership, control or influence, our federal government customers could terminate or decide not to renew their contracts, and this could impair
our ability to obtain new contracts. The government may reform its procurement practices or adopt new contracting rules and regulations,
including cost-accounting standards, that could be costly to satisfy or that could impair our target company’s ability to obtain new contracts.


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Government contracts are usually awarded through a competitive bidding process which entails risks not present in other circumstances.
     A meaningful amount of the business that our target company may expect to seek directly or through parties with which it does business in
the foreseeable future will likely be awarded through competitive bidding. Competitive bidding presents a number of risks, including the:
   •     need to bid on programs in advance of the completion of their design, which may result in unforeseen technological
         difficulties and cost overruns;
   •     substantial cost and managerial time and effort that our target company may spend to prepare bids and proposals for
         contracts that may not be awarded to our target company;
   •     need to accurately estimate the resources and cost structure that will be required to service any contract our target company
         is awarded; and
   •     expense and delay that may arise if our target company’s or its partners’ competitors protest or challenge contract awards
         made to our target company or partners pursuant to competitive bidding, and the risk that any such protest or challenge
         could result in the resubmission of bids on modified specifications, or in termination, reduction or modification of the
         awarded contract.
    Our target company may not be provided the opportunity in the near term to bid on contracts that are held by other companies and are
scheduled to expire if the government determines to extend the existing contracts. If our target company is unable to win particular contracts that
are awarded through the competitive bidding process, they may not be able to operate in the market for services that are provided under those
contracts for a number of years. If our target company is unable to consistently win new contract awards over any extended period, their business
and prospects could be adversely affected.
Federal government customers spend their procurement budgets through multiple award contracts, and our failure to compete for post-award
orders under these contracts could adversely affect our target company’s business.
     Budgetary pressures and reforms in the procurement process may force our target company’s potential federal government customers to
increasingly purchase goods and services through indefinite delivery, indefinite quantity, or IDIQ, contracts, General Services Administration, or
GSA, schedule contracts and other similar multiple-award and/or government-wide acquisition contract vehicles. These contract vehicles do not
guarantee work and may result in increased competition and pricing pressure causing our target company to make sustained post-award efforts to
realize revenues under the relevant contract. Our target company may not be able to sell its services successfully or otherwise increase its
revenues under these contract vehicles. Our target company’s failure to compete effectively in this procurement environment could have a
material adverse effect on our target company’s business, prospects, financial condition and results of operations.
Our contracts with the federal government and its agencies will be subject to audits and cost adjustments.
    The federal government audits and reviews performance on contracts, pricing practices, cost structure and compliance with applicable laws,
regulations and standards. Like most government contractors, our target company’s contract costs will be audited and reviewed on a continual
basis. In addition, non-audit reviews by the government may be conducted on all of its government contracts. An audit of work performed by our
target company could result in a substantial adjustment to our revenues because any costs found to be improperly allocated to a specific contract
will not be reimbursed, and revenues our target company may have already recognized may need to be refunded. If a government audit uncovers
improper or illegal activities, our target company may be subject to civil and criminal penalties and administrative sanctions, including
termination of contracts, forfeiture of profits, suspension of payments, fines and suspension or debarment from doing business with federal
government agencies. In addition, our target company could suffer serious harm to its reputation if allegations of impropriety were made.
Our target company may face inherent product liability or other liability risks which could result in a large claim against us.
    Our target company may face the inherent risk of exposure to product liability and other liability claims resulting from the use of its products,
especially to the extent such products will be depended upon in emergency, rescue and public safety situations that may involve physical harm or
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as potential loss or damage to property. Despite quality control systems and inspection, there remains an ever-present risk of an accident resulting
from a faulty manufacture or maintenance of products, or an act of an agent outside the control of the companies or their suppliers. A product
liability claim, or other legal claims based on theories including personal injury or wrongful death, made against our target company could
adversely affect its operations and financial condition. Although there may be insurance to cover the product liability claims, there is no assurance
that the amount of coverage will be sufficient. Furthermore, we cannot assure you that our target company, if engaged in the sale of so-called
―anti-terrorism technologies,‖ could avail itself of the liability protections intended to be afforded by the Support Anti-Terrorism by Fostering
Effective Technologies Act of 2002, or the SAFETY Act.

                                                      Risks Associated With This Offering
We may choose to redeem our outstanding warrants at a time that is disadvantageous to our warrant holders.
     We may redeem our outstanding warrants (except for the founder warrants, which are non-redeemable so long as they are held by Secure
America Acquisition Holdings, LLC or one of its existing members) at any time after the warrants become exercisable in whole and not in part, at
a price of $0.01 per warrant, upon a minimum of 30 days’ prior written notice of redemption, if and only if, the last sales price of our common
stock equals or exceeds $11.50 per share for any 20 trading days within a 30-trading day period ending three business days before we send the
notice of redemption. Redemption of the warrants could force the warrant holders (i) to exercise the warrants and pay the exercise price therefor at
a time when it may be disadvantageous for the holders to do so, (ii) to sell the warrants at the then current market price when they might otherwise
wish to hold the warrants or (iii) to accept the nominal redemption price which, at the time the warrants are called for redemption, is likely to be
substantially less than the market value of the warrants.
The ability of our stockholders to exercise their conversion rights may not allow us to effectuate the most desirable business combination or
optimize our capital structure.
     When we seek stockholder approval of any business combination, we will offer each public stockholder the right to have his, her or its shares
of common stock converted to cash if the stockholder votes against the business combination and the business combination is approved and
completed. Such holder must both vote against such business combination and then exercise his, her or its conversion rights to receive a pro rata
portion of the trust account. Accordingly, because we will not know how many stockholders may exercise such conversion rights, if our business
combination requires us to use substantially all of our cash to pay the purchase price, we may either need to reserve part of the trust account for
possible payment upon such conversion, or we may need to arrange third party financing to help fund our business combination in case a larger
percentage of stockholders exercise their conversion rights than we expect. Therefore, we may not be able to consummate a business combination
that requires us to use all of the funds held in the trust account as part of the purchase price, or we may end up having a leverage ratio that is not
optimal for our business combination. This may limit our ability to effectuate the most attractive business combination available to us.
Our determination of the offering price of our units and of the aggregate amount of proceeds we are raising in this offering was more
arbitrary than typically would be the case if we were an operating company rather than an acquisition vehicle.
    Prior to this offering, we had no operating history and there was no public market for any of our securities. The public offering price of the
units, the terms of the warrants, aggregate proceeds we are raising, and the amount to be placed in a trust account were the products of a
negotiation between the underwriters and us. The factors that were considered in making these determinations included:
   •     the history and prospects of companies whose principal business is the acquisition of other companies;
   •     prior offerings of those companies;
   •     our prospects for acquiring an operating business;
   •     our capital structure;
   •     an assessment of our management team and their experience in identifying acquisition targets and structuring acquisitions;
         and

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   •     general conditions of the securities markets at the time of the offering.
    Although these factors were considered, the determination of our per unit offering price and aggregate proceeds was more arbitrary than
typically would be the case if we were an operating company, as is management’s estimate of the amount needed to fund our operations for the
next 24 months, as we have no operating history or financial results. In addition, because we have not identified any potential target businesses,
management’s assessment of the financial requirements necessary to complete a business combination may prove to be inaccurate, in which case
we may not have sufficient funds to complete a business combination and we will be forced to either find additional financing, or dissolve and
liquidate.
Our existing stockholders paid an aggregate of $25,000, or $0.01 share, for their founder shares and, accordingly, you will experience
immediate and substantial dilution from the purchase of our common stock.
     The difference between the public offering price per share of our common stock and the pro forma net tangible book value per share of our
common stock after this offering constitutes the dilution to you and the other investors in such offering. The fact that our existing stockholders
acquired their initial shares of common stock at a nominal price has significantly contributed to this dilution. Assuming the offering is completed,
you and the other investors in this offering will incur an immediate and substantial dilution of approximately 30.6%, or $2.45 per share (the
difference between the pro forma net tangible book value per share of $5.55, and the initial offering price of $8.00 per unit).
Our outstanding warrants may have an adverse effect on the market price of common stock and make it more difficult to effect a business
combination.
     In connection with this offering, as part of the units, we will be issuing warrants to purchase 10,000,000 shares of common stock. We will
also issue founder warrants to purchase up to 1,525,000 shares of our common stock. To the extent we issue shares of common stock to effect a
business combination, the potential for the issuance of substantial numbers of additional shares upon exercise of these warrants could make us a
less attractive acquisition vehicle in the eyes of a target business as such securities, when exercised, will increase the number of issued and
outstanding shares of our common stock and reduce the value of the shares issued to complete the business combination. In addition, other target
businesses may not like the ―cashless exercise‖ feature of our founder warrants, which may lead to additional dilution without receipt of any
additional cash. Accordingly, our warrants may make it more difficult to effectuate a business combination or increase the cost of the target
business. Additionally, the sale, or even the possibility of sale, of the shares issuable upon exercise of the warrants could have an adverse effect on
the market price for our securities or on our ability to obtain future public financing. If and to the extent these warrants are exercised, you may
experience dilution to your holdings.
If our existing stockholders exercise their registration rights, it may have an adverse effect on the market price of our common stock, and the
existence of these rights may make it more difficult to effect a business combination.
     Our existing stockholders are entitled to demand that we register the resale of their shares of common stock at any time after the date on
which their shares are released from escrow, which, except in limited circumstances, will not be before one year after the consummation of our
initial business combination. If our existing stockholders exercise their registration rights with respect to all of their shares of common stock, then
there will be an additional 2,500,000 shares of common stock eligible for trading in the public market. The presence of this additional number of
shares of common stock eligible for trading in the public market may have an adverse effect on the market price of our common stock. In
addition, the existence of these rights may make it more difficult to effectuate a business combination or increase the cost of the target business, as
the stockholders of the target business may be discouraged from entering into a business combination with us or request a higher price for their
securities as a result of these registration rights and the potential future effect their exercise may have on the trading market for our common
stock.
The holder of the founder warrants purchased in the private placement may exercise such warrants even if holders of the warrants purchased
in this offering may not be able to exercise their warrants.
    Because the founder warrants we will sell to Secure America Acquisition Holdings, LLC in the private placement will be issued pursuant to
an exemption from the registration requirements under the federal securities laws, the holder of such warrants will be able to exercise its warrants
even if, at the time of exercise, a


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prospectus relating to the common stock issuable upon exercise of such warrants is not current. The holders of the warrants purchased in this
offering will not be able to exercise them unless we have an effective registration statement and a current prospectus covering the shares issuable
upon their exercise. As a result, the exercise of the founder warrants issued in the private placement would have a dilutive effect on the warrants
purchased in this offering and could cause the price of our common stock to drop below the exercise price of the warrants and cause the trading
price of the warrants to decline or render the warrants worthless.
An effective registration statement may not be in place when an investor desires to exercise warrants, thus precluding such investor from
being able to exercise his, her or its warrants and causing such warrants to be practically worthless.
    No warrant held by public stockholders will be exercisable and we will not be obligated to issue shares of common stock unless, at the time
such holder seeks to exercise such warrant, a registration statement relating to the common stock issuable upon exercise of the warrant is effective
and current and the common stock has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of
the holder of the warrants. Under the terms of the warrant agreement, we have agreed to use our best efforts to meet these conditions and to
maintain a current prospectus relating to the common stock issuable upon exercise of the warrants until the expiration of the warrants. However,
we cannot assure you that we will be able to do so, and if we do not maintain a current prospectus related to the common stock issuable upon
exercise of the warrants, holders will be unable to exercise their warrants and we will not be required to settle any such warrant exercise. If the
prospectus relating to the common stock issuable upon the exercise of the warrants is not current, the warrants held by public stockholders may
have no value, the market for such warrants may be limited and such warrants may expire worthless. Notwithstanding the foregoing, the founder
warrants may be exercisable for unregistered shares of common stock even if no registration statement relating to the common stock issuable upon
exercise of the warrants is effective and current.
An investor will only be able to exercise a warrant if the issuance of common stock upon such exercise has been registered or qualified or is
deemed exempt under the securities laws of the state of residence of the holder of the warrants.
     No warrants will be exercisable and we will not be obligated to issue shares of common stock unless the common stock issuable upon such
exercise has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants.
Because the exemptions from qualification in certain states for resales of warrants and for issuances of common stock by the issuer upon exercise
of a warrant may be different, a warrant may be held by a holder in a state where an exemption is not available for issuance of common stock
upon an exercise and the holder will be precluded from exercise of the warrant. At the time that the warrants become exercisable (following our
completion of a business combination), we expect to either continue to be listed on a national securities exchange, which would provide an
exemption from registration in every state, or we would register the warrants in every state (or seek another exemption from registration in such
states). Accordingly, we believe holders in every state will be able to exercise their warrants as long as our prospectus relating to the common
stock issuable upon exercise of the warrants is current. However, we cannot assure you of this fact. As a result, the warrants may be deprived of
any value, the market for the warrants may be limited and the holders of warrants may not be able to exercise their warrants if the common stock
issuable upon such exercise is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside.
There is currently no market for our securities and a market for our securities may not develop, which could adversely affect the liquidity and
price of our securities.
    There is no market for our securities. Therefore, stockholders should be aware that they cannot benefit from information about prior market
history as to their decisions to invest, which means they are at further risk if they invest. In addition, the price of the securities, after the offering,
can vary due to general economic conditions and forecasts, our general business condition and the release of our financial reports.
The American Stock Exchange may delist our securities from quotation on its exchange, which could limit investors’ ability to make
transactions in our securities and subject us to additional trading restrictions.
    We anticipate that our securities will be listed on the American Stock Exchange, a national securities exchange, upon consummation of this
offering. We cannot assure you that our securities will be listed and, if


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listed, will continue to be listed on the American Stock Exchange in the future prior to a business combination. Additionally, in connection with
our business combination, it is likely that the American Stock Exchange may require us to file a new initial listing application and meet its initial
listing requirements, as opposed to its more lenient continued listing requirements. We cannot assure you that we will be able to meet those initial
listing requirements at that time.
    If the American Stock Exchange delists our securities from trading on its exchange, we could face significant material adverse consequences,
including:
   •     a limited availability of market quotations for our securities;
   •     a determination that our common stock is a ―penny stock‖ which will require brokers trading in our common stock to
         adhere to more stringent rules and possibly resulting in a reduced level of trading activity in the secondary trading market
         for our common stock;
   •     a limited amount of news and analyst coverage for our company;
   •     reduced liquidity with respect to our securities; and
   •     a decreased ability to issue additional securities or obtain additional financing in the future.
If we are deemed to be an investment company, we may be required to institute burdensome compliance requirements and our activities may
be restricted, which may make it difficult for us to complete a business combination.
     In order not to be regulated as an investment company under the Investment Company Act of 1940, or the Investment Company Act, unless
we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of
securities and that our activities do not include investing, reinvesting, owning, holding or trading ―investment securities.‖ Our business will be to
identify and consummate a business combination and thereafter to operate the acquired business or businesses. We will invest the funds in the
trust account only in treasury bills issued by the United States having a maturity of 180 days or less or money market funds meeting the criteria
under Rule 2a-7 under the Investment Company Act until we use them to complete a business combination. By limiting the investment of the
funds to these instruments, we believe that we will not be considered an investment company under the Investment Company Act. This offering is
not intended for persons who are seeking a return on investments in these types of instruments. The trust account and the purchase of government
securities for the trust account is intended as a holding place for funds pending the earlier to occur of either: (i) the consummation of our primary
business objective, which is a business combination, or (ii) absent a business combination, our dissolution, liquidation and distribution of our
assets, including the amounts held in the trust account, as part of our plan of dissolution and liquidation. If we fail to invest the proceeds as
described above or if we cease to be primarily engaged in our business as set forth above (for instance, if our stockholders do not approve a plan
of dissolution and liquidation and the funds remain in the trust account for an indeterminable amount of time), we may be considered to be an
investment company and thus be required to comply with the Investment Company Act.
    If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:
   •     restrictions on the nature of our investments; and
   •     restrictions on the issuance of securities;
each of which may make it difficult for us to consummate a business combination. We would also become subject to burdensome regulatory
requirements, including reporting, record keeping, voting, proxy and disclosure requirements and the costs of meeting these requirements would
reduce the funds we have available outside the trust account to consummate a business combination.


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                               CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
     The statements contained in this prospectus that are not purely historical are forward-looking statements. Our forward-looking statements
include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the
future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking statements. The words ―anticipates,‖ ―believe,‖ ―continue,‖ ―could,‖ ―estimate,‖ ―expect,‖ ―intends,‖
―may,‖ ―might,‖ ―plan,‖ ―possible,‖ ―potential,‖ ―predicts,‖ ―project,‖ ―should,‖ ―would‖ and similar expressions may identify forward-looking
statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus
may include, for example, statements about our:
   •     ability to complete a business combination with one or more target businesses;
   •     success in retaining or recruiting, or changes required in, our officers, key employees or directors following a business
         combination;
   •     executive officers and directors allocating their time to other businesses and potentially having conflicts of interest with
         our business or in approving a business combination;
   •     potential inability to obtain additional financing to complete a business combination;
   •     limited pool of prospective target businesses;
   •     securities’ ownership being concentrated;
   •     potential change in control if we acquire one or more target businesses for stock;
   •     risks associated with operating in the homeland security industry;
   •     public securities’ limited liquidity and trading, as well as the current lack of a trading market in our securities; and
   •     use of proceeds not held in the trust account and our financial performance following this offering.
     The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future
developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have
anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other
assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking
statements. These risks and uncertainties include, but are not limited to, those factors described under the heading ―Risk Factors.‖ Should one or
more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects
from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws and/or if and when
management knows or has a reasonable basis on which to conclude that previously disclosed projections are no longer reasonably attainable.


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                                                               USE OF PROCEEDS
    We estimate that the net proceeds of this offering and the private placement will be as set forth in the following table:




                                                                                                Without            Over-Allotment Option
                                                                                             Over-Allotment              Exercised
                                                                                                Option
         Gross proceeds
           Offering gross proceeds                                                       $       80,000,000        $       92,000,000
           Private placement gross proceeds                                                       1,525,000                 1,525,000
              Total gross proceeds                                                               81,525,000                93,525,000
         Offering and private placement expenses (1)
           Underwriting discount (7.0% of offering gross proceeds, 4.0%                           5,600,000                     6,440,000
              of which is payable at closing and 3.0% of which is payable
              upon consummation of a business combination) (2)
           Legal fees and expenses                                                                  300,000                   300,000
           Miscellaneous expenses                                                                   118,457                   118,457
           Printing and engraving expenses                                                           65,000                    65,000
           Accounting fees and expenses                                                              50,000                    50,000
           American Stock Exchange filing and listing fee                                            70,000                    70,000
           SEC registration fee                                                                       4,943                     4,943
           FINRA registration fee                                                                    16,600                    16,600
              Total offering and private placement expenses                                       6,225,000                 7,065,000
         Net proceeds after offering and private placement expenses                              75,300,000                86,460,000
         Net proceeds held in trust
         Deferred underwriting discounts and commissions held in trust                            2,400,000                 2,760,000
              Total held in trust                                                                77,600,000                89,120,000
              Percentage of gross proceeds of this offering held in trust                              97.0 %                    96.9 %
         Net proceeds not held in trust                                                  100,000                 100,000
         Use of net proceeds not held in trust and amounts available from
           interest income earned on the trust account (3)
           Legal, accounting and other third party expenses attendant to                               $         400,000
              the due diligence investigations, structuring and negotiation
              of a business combination and the preparation and filing of
              the related proxy statement
           Payment to Homeland Security Capital Corporation for office                                           180,000
              space and administrative and support services ($7,500 per
              month for up to two years)
           Due diligence of prospective target businesses by our officers,                                       100,000
              directors and existing stockholders
           Legal and accounting fees relating to SEC reporting obligations                                       150,000
           Working capital to cover miscellaneous expenses (4)                                                   670,000
         Total                                                                                                 1,500,000




(1) Approximately $124,352 of the offering expenses, including the SEC registration fee, the FINRA filing fee, the non-refundable
    portion of the American Stock Exchange filing fee and a portion of the legal and accounting fees, have been or will be paid
    from the funds we received from our existing stockholders described below. These funds will be repaid out of the proceeds of
    this offering available to us.
(2) No discounts or commissions will be paid with respect to the purchase of the founder warrants. $2,400,000, or $2,760,000 if
    the over-allotment option is exercised in full (in each case, less $0.24 for

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    each share of our common stock that our public stockholders elect to convert in connection with the consummation of our
    initial business combination), of the underwriting discounts and commissions will be deposited in the trust account following
    the consummation of the offering and is payable to the underwriters only if and when we consummate a business combination.
    In the event that a business combination is not consummated within the required time period, that amount will be included in
    the liquidating distribution to our public stockholders on a pro rata basis.
(3) The amount of net proceeds from this offering not held in the trust account will remain constant at $100,000 even if the
    over-allotment is exercised. In addition, $1,400,000 of interest income earned (net of taxes) on the amounts held in the trust
    account will be available to us to pay for our working capital requirements. For purposes of presentation, the full amount
    available to us is shown as the total amount of net proceeds available to us immediately following the offering.
(4) The miscellaneous fees and expenses may include, without limitation, finders’ fees, consulting fees or other similar
    compensation, potential deposits, down payments or funding of a ―no-shop‖ provision with respect to a particular business
    combination), D&O insurance, trustee’s fees in the amount of a $1,000 initial acceptance fee and $3,000 in annual fees, and
    dissolution obligations and reserves, if any.
    We intend to use the proceeds from the sale of the units to acquire, or acquire control of, one or more domestic or international operating
businesses in the homeland security industry, but not businesses that design, build or maintain mission-critical facilities.
     Of the proceeds from this offering and the private placement, $77,600,000, or $89,120,000, if the underwriters’ over-allotment option is
exercised in full, of which $2,400,000 (or $2,760,000, if the underwriters’ over-allotment option is exercised in full) is attributable to the deferred
underwriters’ discounts and commissions, will be placed in a trust account at SunTrust Bank, maintained by Continental Stock Transfer & Trust
Company, acting as trustee. The funds held in the trust account will be invested only in United States ―government securities‖ within the meaning
of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, or in money market funds meeting certain
conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, in order to comply with certain exemptions under the
Investment Company Act. Except with respect to interest income (net of taxes) that may be released to us of (i) up to $1,400,000 to fund expenses
related to investigating and selecting a target business and our other working capital requirements and (ii) any additional amounts we may need to
pay our income tax obligations, the proceeds will not be released from the trust account until the earlier of the completion of a business
combination or our liquidation. The amounts held in the trust account may be used as consideration to pay the sellers of a target business with
which we complete a business combination. Any amounts not paid as consideration to the sellers of the target business may be used to finance
operations of the target business.
     We have agreed to pay Homeland Security Capital Corporation a monthly fee of $7,500 for general and administrative services, including
office space, utilities and secretarial support. This arrangement was agreed to by Homeland Security Capital Corporation, an affiliate of Mr.
McMillen, for our benefit and is not intended to provide Mr. McMillen compensation in lieu of a salary. We believe that, based on rents and fees
for similar services in the Washington, D.C. metropolitan area, the fee charged by Homeland Security Capital Corporation is at least as favorable
as we could have obtained from an unaffiliated third party. Upon completion of a business combination or our liquidation, we will no longer be
required to pay these monthly fees. Other than the $7,500 per month administrative fee, no compensation of any kind (including finder’s,
consulting or other similar fees) will be paid to any of our officers, directors, existing stockholders or any of their affiliates, prior to, or for any
services they render in order to effectuate, the consummation of the business combination (regardless of the form of such transaction). However,
these persons will receive reimbursement for out-of-pocket expenses incurred by them in connection with activities on our behalf, such as
identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as
traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations.
    Regardless of whether the over-allotment option is exercised in full, the net proceeds from this offering available to us out of trust for our
search for a business combination will be approximately $100,000. In addition, interest earned (net of taxes) on the funds held in the trust account,
up to $1,400,000 may be released to us to fund our working capital requirements. These funds will be used by us for director and officer liability
insurance premiums, due diligence, legal, accounting and other expenses of structuring and


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negotiating business combinations, as well as for reimbursement of any out-of-pocket expenses incurred. We will also be entitled to have interest
earned (net of taxes) on the funds held in the trust account released to us to pay any income tax obligations that we may owe. We believe these
funds will be sufficient to cover the foregoing expenses and reimbursement costs. We could use a portion of the funds not being placed in the trust
account to pay fees to consultants to assist us with our search for a target business or as a down payment or to fund a ―no-shop‖ provision (a
provision in letters of intent designed to keep target businesses from ―shopping‖ around for transactions with other companies on terms more
favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to
do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business, the amount that would be used
as a down payment or to fund a ―no-shop‖ provision would be determined based on the terms of the specific business combination and the amount
of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having
sufficient funds to continue searching for, or conducting due diligence with respect to, potential target businesses.
     The allocation of the net proceeds available to us outside of the trust account, along with the available interest earned on the funds held in the
trust account, represents our best estimate of the intended uses of these funds. In the event that our assumptions prove to be inaccurate, we may
reallocate some of such proceeds within the above described categories.
    We will likely use substantially all of the net proceeds of this offering, including the funds held in the trust account, to acquire, or acquire
control of, a target business and to pay our expenses relating thereto. To the extent that our capital stock is used in whole or in part as
consideration to effect a business combination, the amounts held in the trust account which are not used to consummate a business combination
will be disbursed to the combined company and will, along with any other net proceeds not expended, be used as working capital to finance the
operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target
business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be
used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our business combination if the funds
available to us outside of the trust account were insufficient to cover such expenses.
     To the extent we are unable to consummate a business combination, we will pay the costs of liquidation from our remaining assets outside of
the trust account. If such funds are insufficient, Messrs. McMillen and Weiss have agreed to advance us the funds necessary to complete such
liquidation (currently anticipated to be no more than approximately $15,000) and have agreed not to seek or accept repayment of such expenses.
     As of the date of this prospectus, Secure America Acquisition Holdings, LLC has advanced to us $150,000, which was used to pay a portion
of the expenses of this offering referenced in the line items above for the SEC registration fee, the FINRA registration fee, American Stock
Exchange application fee and legal and accounting fees and expenses. The loan will be payable without interest on the earlier of June 4, 2008 or
the consummation of this offering. The loan will be repaid out of the proceeds of this offering not being placed in the trust account.
    The net proceeds of this offering which are not held in the trust account and not immediately required for the purposes set forth above will be
invested only in United States ―government securities,‖ defined as any Treasury Bills issued by the United States having a maturity of 180 days or
less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act so that we are not
deemed to be an investment company under the Investment Company Act.
     We believe that, upon consummation of this offering, we will have sufficient available funds (which includes amounts that may be released to
us from the trust account) to operate for the next 24 months, assuming that a business combination is not consummated during that time.
    A public stockholder will be entitled to receive funds from the trust account (including interest earned on his, her or its portion of the trust
account, net of taxes payable, which taxes, if any, shall be paid from the trust account) only in the event of our dissolution and liquidation upon
our failure to complete a business combination within the allotted time or if that public stockholder were to seek to convert such shares to cash


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by exercising conversion rights in connection with a business combination which the public stockholder voted against and which we actually
consummate. In no other circumstances will a public stockholder have any right or interest of any kind to or in the trust account.
     Upon the consummation of our initial business combination, the underwriters will be entitled to receive the portion of the amounts held in the
trust account attributable to the deferred underwriters’ discounts and commissions held in the trust account (subject to a $0.24 per share reduction
for public stockholders who vote against our initial business combination and exercise their conversion rights).

                                                                 DIVIDEND POLICY
    We have not paid any dividends on our common stock to date and will not pay cash dividends prior to the completion of a business
combination. After we complete a business combination, if ever, the payment of dividends will depend on our revenues and earnings, if any,
capital requirements and general financial condition. The payment of dividends after a business combination will be within the discretion of our
then existing board of directors. Our board currently intends to retain any earnings for use in our business operations and, accordingly, we do not
anticipate the board declaring any dividends in the foreseeable future.


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                                                                 CAPITALIZATION
     The following table sets forth our capitalization at June 11, 2007, and as adjusted to give effect to the sale of our units in this offering and the
founder warrants in the private placement and the application of the estimated net proceeds derived from the sale of our units in this offering and
the founder warrants in the private placement:




                                                                                                                 June 11, 2007
                                                                                                        Actual               As Adjusted
          Note payable to existing stockholder                                                     $    150,000         $                —
          Deferred underwriters’ discounts and commissions                                         $         —          $         2,400,000
          Total debt                                                                               $    150,000         $         2,400,000

          Common stock, $0.0001 par value, 0 and 2,999,999 shares which are                                      —      $        22,559,992
            subject to possible conversion, shares at conversion value (1)
          Stockholders’ equity:
            Preferred stock, $0.0001 par value, 1,000,000 shares authorized;                               —                         —
              none issued or outstanding
            Common stock, $0.0001 par value, 20,000,000 shares authorized                       $         250      $               950
              actual, 50,000,000 shares as adjusted; 2,500,000 shares issued and
              outstanding; 9,500,001 shares issued and outstanding (excluding
              2,999,999 shares subject to possible conversion),
              as adjusted
            Additional paid-in capital                                                          $     24,750       $       52,764,058
            Deficit accumulated during the development stage                                    $     (2,500 )     $           (2,500 )

               Total stockholders’ equity                                                       $     22,500       $       52,762,508

               Total capitalization                                                             $    172,500       $       77,722,500




(1) If we consummate a business combination, public stockholders who voted against the business combination will be entitled to
    convert their stock for cash in the approximate amount of $7.76 per share (or $23,279,992 in the aggregate), which amount
    represents approximately $7.52 per share (or $22,559,992 in the aggregate) representing the net proceeds of the offering and
    $0.24 per share (or up to $720,000 in the aggregate) representing the portion of the $2,400,000 underwriters' deferred discount
    and commissions which the underwriters have agreed to deposit into the trust account and which the underwriters would
    forfeit, on a pro rata basis to pay converting stockholders. The amounts do not take into account interest earned on and retained
    in the trust account.

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                                                                    DILUTION
     The difference between the public offering price per share of common stock, assuming no value is attributed to the warrants included in the
units we are offering by this prospectus and the founder warrants, and the pro forma net tangible book value per share of our common stock after
this offering constitutes the dilution to investors in this offering. Such calculation does not reflect any dilution associated with the sale and
exercise of warrants, including the founder warrants; actual dilution may be higher as a result of the exercise of our warrants, particularly if a
cashless exercise is utilized with respect to the founder warrants. Net tangible book value per share is determined by dividing our net tangible
book value, which is our total tangible assets less total liabilities (including the value of common stock which may be converted into cash), by the
number of outstanding shares of our common stock.
    At June 11, 2007, our net tangible book value was $(25,000), or approximately $(0.01) per share of common stock. After giving effect to the
sale of 10,000,000 shares of common stock included in the units we are offering by this prospectus, the deduction of underwriting discounts and
estimated expenses of this offering, and $1,525,000 received from the sale of the founder warrants in the private placement, our pro forma net
tangible book value at June 11, 2007 would have been $52,762,508, or $5.55 per share, representing an immediate increase in net tangible book
value of $5.56 per share to the existing stockholders and an immediate dilution of $2.45 per share, or 30.6%, to new investors not exercising their
conversion rights. For purposes of presentation, our pro forma net tangible book value after this offering is approximately $22,559,992 less than it
otherwise would have been because if we effect a business combination, the conversion rights to the public stockholders (but not our existing
stockholders) may result in the conversion into cash of up to an aggregate of 2,999,999 shares sold in this offering at a per-share conversion price
equal to the amount in the trust account as of two business days prior to the consummation of the proposed business combination, inclusive of any
interest, divided by the number of shares sold in this offering.
     The following table illustrates the dilution to the new investors on a per-share basis, assuming no value is attributed to the warrants included
in the units and the founder warrants:




         Public offering price                                                                                             $       8.00
           Net tangible book value before this offering                                              $        (0.01 )

           Increase attributable to new investors and private placement                              $         5.56
         Pro forma net tangible book value after this offering                                                             $       5.55
         Dilution to new investors                                                                                         $       2.45

    The following table sets forth information with respect to our existing stockholders and the new investors:




                                                  Shares Purchased                           Total Consideration                Average
                                                                                                                                Price Per
                                                                                                                                 Share
                                              Number               Percentage             Amount              Percentage

         Existing stockholders                  2,500,000            20.0 %        $          25,000             0.03 %   $         0.01
         New investors                         10,000,000            80.0 %        $      80,000,000            99.97 %   $         8.00
                                               12,500,000          100.00 %        $      80,025,000             100.00 %



    The pro forma net tangible book value after the offering is calculated as follows:
        Numerator:
          Net tangible book value before the offering and private placement          $      (25,000 )
          Net proceeds from this offering and the private placement                      75,300,000 (1)
          Offering costs paid in advance and excluded from net tangible book value           47,500
            before this offering
          Less: Proceeds held in trust subject to conversion ($75,200,000 ×              (22,559,992 )
                                                                                                      (1)
            29.99999%)
                                                                                     $   52,762,508

        Denominator:
          Shares of common stock outstanding prior to the offering                        2,500,000
          Shares of common stock included in the units offered                           10,000,000
          Less: Shares subject to conversion (10,000,000 × 29.99999%)                    (2,999,999 )
                                                                                          9,500,001




(1) Net of offering expenses and deferred underwriting discounts and commissions.

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                                     MANAGEMENT’S DISCUSSION AND ANALYSIS
                               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     We were formed on May 14, 2007, as a blank check company 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, which we refer to as our initial business combination. Our efforts in identifying a prospective target business will be limited to the
homeland security industry, but not businesses that design, build or maintain mission-critical facilities. ―Mission-critical‖ facilities are those
facilities that shelter and support an organization's people, equipment and data to a level that far exceeds standards for normal facilities.
Mission-critical facilities generally serve or house an essential business or government function that must operate absolutely reliably around the
clock, 365 days per year, under any circumstances, such as data centers, operation centers, network facilities, server rooms, security operations
centers, communications facilities and the infrastructure systems that are critical to their function. Services that may be provided to
mission-critical facilities include technology consulting, engineering and design management, construction management, system installations,
operations management and facilities management and maintenance. We changed our name from ―Fortress America Acquisition Corporation II‖
to ―Secure America Acquisition Corporation‖ on August 6, 2007.
    We do not have any specific merger, capital stock exchange, asset acquisition, stock purchase or other business combination transaction under
consideration and neither we nor any representative acting on our behalf has had any contacts or discussions with any target business with respect
to such a transaction. We intend to utilize cash derived from the proceeds of this offering, our capital stock, debt or a combination of cash, capital
stock and debt, in effecting a business combination. The issuance of additional shares of our capital stock:
   •     may significantly reduce the equity interest of our stockholders;
   •     will likely cause a change in control if a substantial number of our shares of common stock are issued, which may affect,
         among other things, our ability to use our net operating loss carry forwards, if any, and may also result in the resignation or
         removal of one or more of our present officers and directors;
   •     may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded to
         our common stock; and
   •     may adversely affect prevailing market prices for our common stock.
    Similarly, if we issued debt securities, it could result in:
   •     default and foreclosure on our assets if our operating revenues after a business combination were insufficient to pay our
         debt obligations;
   •     acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when
         due if the debt security contained covenants that required the maintenance of certain financial ratios or reserves and any
         such covenant were breached without a valid and enforceable waiver or renegotiation of that covenant;
   •     our immediate payment of all principal and accrued interest, if any, if the debt security was payable on demand; and
   •     our inability to obtain additional financing, if necessary, if the debt security contained covenants restricting our ability to
         obtain additional financing while such security was outstanding.
Results of Operations and Known Trends or Future Events
    We have neither engaged in any operations nor generated any revenues to date. Our entire activity since inception has been to prepare for our
proposed fundraising through an offering, and concurrent private placement, of our equity securities. Following this offering, we will not generate
any operating revenues until after completion of a business combination. We will generate non-operating income in the form of interest income on
cash and cash equivalents after this offering. Immediately after the offering, we will begin paying monthly fees of $7,500 per month to Homeland
Security Capital Corporation, and expect to incur increased expenses


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as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
We expect our expenses to increase substantially after the closing of this offering and the private placement.
Liquidity and Capital Resources
   Our liquidity needs have been satisfied to date through receipt of $25,000 in stock subscriptions from our existing stockholders and a loan of
$150,000 from Secure America Acquisition Holdings, LLC.
     We estimate that the net proceeds from (i) the sale of the units in this offering, after deducting offering expenses of approximately $625,000
and underwriting discounts and commissions of approximately $5,600,000 (or $6,440,000, if the underwriters’ over-allotment option is exercised
in full), and (ii) the sale of the founder warrants in a private placement to occur immediately prior to the closing of this offering for an aggregate
purchase price of $1,525,000, will be approximately $75,300,000 (or $86,460,000, if the underwriters’ over-allotment option is exercised in full).
Of this amount, $75,200,000 (or $86,360,000 if the underwriters’ over-allotment option is exercised in full), will be held in the trust account and
the remaining $100,000, in either case, will not be held in the trust account. An additional amount equal to 3.0% of the gross proceeds of this
offering, or $2,400,000 ($2,760,000, if the underwriters’ over-allotment option is exercised in full), will also be held in the trust account and be
used to pay the underwriters a deferred fee (or paid to public stockholders who elect to convert their common stock in connection with our initial
business combination, as the case may be) upon the consummation of our initial business combination, and will not be available for our use to
acquire a target business. We expect that most of the amounts held in the trust account will be used as consideration to pay the sellers of a target
business or businesses with which we ultimately complete a business combination. We will use substantially all of the net proceeds of this
offering not in the trust account to acquire, or acquire control of, a target business, including identifying and evaluating prospective acquisition
candidates, selecting the target business, and structuring, negotiating and consummating the business combination. To the extent that our capital
stock is used in whole or in part as consideration to effect a business combination, the amounts held in the trust account as well as any other net
proceeds not expended will be used to finance the operations of the target business.
    We believe that, upon consummation of this offering, the $100,000 of net proceeds not held in the trust account, plus the up to $1,400,000 of
interest earned (net of taxes) on the trust account balance that may be released to us as well as amounts necessary for our income tax obligations,
will be sufficient to allow us to operate for at least the next 24 months, assuming that a business combination is not consummated during that
time. Over this time period, we anticipate making the following expenditures:
   •     approximately $400,000 of expenses for legal, accounting and other expenses attendant to the due diligence investigations,
         structuring and negotiation of a business combination;
   •     approximately $100,000 of expenses for the due diligence and investigation of a target business;
   •     approximately $150,000 of expenses in legal and accounting fees relating to our Securities and Exchange Commission
         reporting obligations;
   •     approximately $180,000 of expenses in fees relating to our office space and certain general and administrative services;
         and
   •     approximately $670,000 for general working capital that will be used for miscellaneous expenses and reserves, including
         approximately $115,000 for director and officer liability and other insurance premiums, finders’ fees, consulting fees or
         other similar compensation, potential deposits, down payments or funding of a ―no-shop‖ provision with respect to a
         particular business combination.
    We do not believe we will need additional financing following this offering in order to meet the expenditures required for operating our
business prior to our initial business combination. We will need to obtain additional financing to the extent such financing is required to
consummate a business combination or because we become obligated to convert into cash a significant number of shares from dissenting
stockholders, in which case we may issue additional securities or incur debt in connection with such business combination. Following a business
combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.


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    As of the date of this prospectus, Secure America Acquisition Holdings, LLC has advanced us $150,000 for payment of offering expenses on
our behalf. Such loan will be payable without interest on the earlier of June 4, 2008 or the consummation of this offering. Such loan will be repaid
out of the proceeds of this offering not being placed in the trust account.
   We are obligated, commencing on the date of this prospectus, to pay Homeland Security Capital Corporation, an affiliate of Mr. McMillen, a
monthly fee of $7,500 for general and administrative services.
     Secure America Acquisition Holdings, LLC, our principal initial stockholder and an entity controlled by Messrs. McMillen and Weiss, has
agreed to purchase from us, in a private placement that will occur immediately prior to this offering, an aggregate of 1,525,000 founder warrants,
at a purchase price of $1.00 per warrant, exercisable for common stock at a per share price of $6.00. The aggregate proceeds from the private
placement will be added to the amount to be held in the trust account pending our completion of a business combination. If we do not complete a
business combination that meets the criteria described in this prospectus, then the gross proceeds from the private placement will become part of
the liquidating distribution to our public stockholders.
Controls and Procedures
     We do not currently, and are not required to, maintain an effective system of internal controls as defined by Section 404 of the
Sarbanes-Oxley Act of 2002. We will be required to comply with the internal control requirements of the Sarbanes-Oxley Act for the fiscal year
ending December 31, 2008. As of the date of this prospectus, we have not completed an assessment, nor have our auditors tested our systems, of
internal control. We expect that we will assess the internal controls of our target business or businesses preceding the completion of a business
combination and will then implement a schedule for implementation and testing of such additional controls as we may determine are required to
state that we maintain an effective system of internal controls. A target business may not be in compliance with the provisions of the
Sarbanes-Oxley Act regarding the adequacy of its internal controls. Many small and mid-sized target businesses we consider for a business
combination may have internal controls that need improvement in areas such as:
   •     staffing for financial, accounting and external reporting areas, including segregation of duties;
   •     reconciliation of accounts;
   •     proper recordation of expenses and liabilities in the period to which they relate;
   •     proof of internal review and approval of accounting items;
   •     documentation of key accounting assumptions, estimates and/or conclusions; and
   •     documentation of accounting policies and procedures.
    Because it will take time, management involvement and perhaps outside resources to determine what internal control improvements are
necessary for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant expense
in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls.
Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financial reporting.
    Once our management’s report on internal controls is complete, we will retain our independent auditors to assess management’s report on
internal controls and to render an opinion on such report when required by Section 404. Additional matters concerning a target business’s internal
controls may be identified in the future when the assessment and testing is performed.
Quantitative and Qualitative Disclosures About Market Risk
    The net proceeds of this offering, including amounts in the trust account, will be invested in U.S. government treasury bills with a maturity of
180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. Due to
the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.


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Off-balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results
    As of June 11, 2007, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have
any commitments or contractual obligations. No unaudited quarterly operating data is included in this prospectus as we have conducted no
operations to date.


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                                                                PROPOSED BUSINESS
Introduction
     We were formed on May 14, 2007 as a blank check company for the purposes of acquiring, or acquiring control of, through a merger, capital
stock exchange, asset acquisition or other similar business combination, one or more domestic or international operating businesses, which we
refer to as our initial business combination. Our efforts in identifying a prospective target business will be limited to the homeland security
industry, but not businesses that design, build or maintain mission-critical facilities. ―Mission-critical‖ facilities are those facilities that shelter and
support an organization's people, equipment and data to a level that far exceeds standards for normal facilities. Mission-critical facilities generally
serve or house an essential business or government function that must operate absolutely reliably around the clock, 365 days per year, under any
circumstances, such as data centers, operation centers, network facilities, server rooms, security operations centers, communications facilities and
the infrastructure systems that are critical to their function. Services that may be provided to mission-critical facilities include technology
consulting, engineering and design management, construction management, system installations, operations management and facilities
management and maintenance.
     We do not have any specific merger, capital stock exchange, asset acquisition or other business combination under consideration and we have
not, nor has anyone on our behalf, contacted any potential target business or had any discussions, formal or otherwise, with respect to such a
transaction. To date our efforts have been limited to organizational activities as well as to activities related to this offering.
    We will seek to capitalize on the significant strength of our management team. Although the homeland security industry is relatively new, our
executive officers have over 30 years of combined experience managing, investing and acquiring companies in the security industry and have
prior blank check company experience. We are Messrs. McMillen and Weiss’ second blank check company focused on the homeland security
industry. Messrs. McMillen and Weiss were also officers and directors of Fortress America Acquisition Corporation, a blank check company
formed in December 2004, which consummated a business combination in January 2007, with each of VTC, L.L.C., doing business as ―Total Site
Solutions,‖ and Vortech, LLC, which are together referred to as TSS/Vortech. Mr. McMillen’s professional experience includes high-level
positions in government, business and professional athletics. Mr. Weiss has over 35 years of professional and leadership experience in the
information technology and homeland security marketplace.
     We believe that the homeland security industry is among the fastest growing industries in the United States. According to the Civitas Group, a
strategic advisory and investment services firm serving the homeland security market, the U.S. homeland security market was approximately $31
billion in 2006 and has a projected market size of $136 to $145 billion over the next five years. In addition, the global homeland security market,
which was approximately $55 billion in 2006, is projected to exceed $170 billion by 2015, according to Homeland Security Research Corp., a
homeland security market research firm. We believe that this anticipated growth should create attractive acquisition opportunities.
    We are focused on a business combination in the U.S. homeland security industry, which we believe includes, among others, the following
sectors:
    •    nuclear and radiological detection and prevention;
    •    transportation security: ground, aviation and port and marine;
    •    border security;
    •    energy security;
    •    physical infrastructure security;
    •    cyber-security;
   •     emergency and disaster preparedness and response;
   •     bioterrorism prevention and detection;
   •     counterterrorism and law enforcement;
   •     domestic and foreign intelligence; and

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   •     other sectors impacted by homeland security issues or directives.
     We intend to strategically focus our efforts on four major phases encompassing domestic and global security threats: planning, prevention,
response, and recovery. Although we may consider a target business in any segment of the homeland security industry, we currently intend to
focus on companies with dual-use applications (i.e., companies with commercial private sector and homeland security applications) in the
following segments:
    Planning : Companies that help prepare for a possible attack or disaster, including:
   •     Security risk assessment, probability analysis, and simulation software for disaster planning;
   •     Bio-information systems for casualty analysis;
   •     Training for law enforcement, emergency, medical, security, food safety, and environmental remediation personnel; and
   •     Medical and public health preparedness.
    Prevention : Companies that help anticipate and take action to block attacks or avoid or mitigate the consequences of physical, virtual or
economic disasters, including:
   •     Individual tracking and identification, including access control systems, smart cards, hardware readers, software, and
         biometrics;
   •     Surveillance and monitoring, including communication interception, digital video surveillance, intrusion detection, and
         infrared systems;
   •     Chemical, biological, radiological, nuclear and other explosive detection and identification products and services;
   •     Other remote sensing of air, food, and water screening;
   •     Physical security products, including personnel and vehicle armor, ballistic and blast protection, non-lethal munitions, safe
         rooms, and alarm systems;
   •     Food safety products and services;
   •     Software for intelligence, security and data analysis;
   •     Data, cyber-security and information assurance;
   •     Other critical infrastructure security products and services for the private sector;
   •     Integrated security solution providers;
   •     Risk mitigation including consultative services, background screening, and investigative services;
   •     Energy infrastructure maintenance, protection and modernization;
   •     Alternative energy products, producers and providers; and
   •     Energy efficiency enhancement products and services.
    Response : Companies that help challenge attacks underway or cope with the immediate aftermath of an attack or a disaster, including:
   •     Personal protection equipment;
   •     Rapid containment products and services for chemical, biological or radiological agents;
   •     Decontamination products and services to manage disaster occurrences;
   •     Emergency alert and response communication hardware, software and services;
   •     Advance fire suppression techniques;
   •     Medical and public health disaster management, including treatment for bio-terror;
   •     Terrorism-related insurance products and services;
   •     Mobile medical and command control units; and
   •     Energy supply alternatives and distribution management.

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    Recovery : Companies that help restore and reconstruct governments and private enterprises after an attack or a disaster, including:
   •      Environmental and infrastructure cleanup and disaster management services;
   •      Recovery products, such as hydration, temporary housing, first aid materials, etc.;
   •      Business continuity and substitute services for temporary loss of major services from attacks or disasters; and
   •      Energy infrastructure redundancy and recovery products and services.
    We have not prioritized among any segments and do not currently have a preference regarding the segment in which we consummate a
business combination. Although we may consider a target business outside of the United States as a result of the increased globalization of
business and heightened security concerns abroad, we currently intend to concentrate our search of target businesses in the United States.
     While we may effect a business combination with more than one target business, which may be in different homeland security sectors, our
initial business acquisition must be with one or more operating businesses the fair market value of which is, either individually or collectively, at
least equal to 80% of our net assets (excluding deferred underwriters’ discounts and commissions held in the trust account) at the time of such
business combination.
Summary of Fortress America Acquisition Corporation’s Acquisition of VTC, L.L.C. and Vortech, LLC
    Messrs. McMillen and Weiss, each of whom is an officer and a member of our board of directors, were also executive officers and directors
of Fortress America Acquisition Corporation, a blank check company formed in December 2004 for the purpose of effecting a merger, capital
stock exchange, asset acquisition or other similar business combination with an operating business in the homeland security industry. In addition,
Asa Hutchinson, one of our directors, was a special advisor to and a stockholder of Fortress America Acquisition Corporation. Fortress America
Acquisition Corporation completed its initial public offering in July 2005 (and over-allotment closing in August 2005) and raised gross proceeds
of $46,800,000 at an offering price of $6.00 per unit.
    On January 19, 2007, Fortress America Acquisition Corporation, or FAAC, acquired all of the outstanding membership interests of each of
VTC, L.L.C., doing business as ―Total Site Solutions,‖ and Vortech, LLC, collectively referred to as TSS/Vortech, pursuant to a Second Amended
and Restated Membership Interest Purchase Agreement dated July 31, 2006, as amended by an Amendment to the Second Amended and Restated
Membership Interest Purchase Agreement dated January 16, 2007. The closing consideration consisted of (a) $11.0 million in cash, (b) the
assumption of $154,599 of debt of TSS/Vortech, (c) 3,205,128 shares of the common stock of FAAC, of which 2,534,988 shares were issued to
the selling members, 67,825 shares were issued to Evergreen Capital LLC as partial payment of certain outstanding consulting fees and 574,000
shares were designated for issuance to employees of TSS/Vortech, and (d) $10.0 million in two convertible, interest-bearing promissory notes of
$5.0 million each. All of the 2,534,988 shares issued to the selling members were deposited in certain escrow accounts. In addition, FAAC
entered into employment agreements with each of the selling members. Approximately 74.81% of the stockholders of FAAC (excluding shares
held by management) voted in favor of the acquisition of TSS/Vortech and conversion rights were exercised by holders of 9.7 % of the common
stock of FAAC. No finder’s fees were paid in connection with the business combination. However, in addition to the shares received by
Evergreen Capital LLC as described above, Evergreen Capital also received $400,000 upon closing of the acquisition for consulting services and
Business Valuation Center, Inc. received $89,708 for financial advisor services in connection with the acquisition. There was no affiliation
between TSS/Vortech and any of the officers, directors, special advisors or existing stockholders of FAAC.
     TSS/Vortech provides a single source solution for highly technical mission-critical facilities such as data centers, operation centers, network
facilities, server rooms, security operations centers, communications facilities and the infrastructure systems that are critical to such functions.
TSS/Vortech’s services include technology consulting, engineering and design management, construction management, system installations,
operations management, and facilities management and maintenance. In connection with such acquisition, Fortress America Acquisition
Corporation changed its name to Fortress International Group, Inc. Fortress


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International Group’s units, common stock and warrants are listed on the NASDAQ Capital Market under the symbols FIGIU, FIGI and FIGIW,
respectively. On August 29, 2007, the closing prices of the units, common stock and warrants, as reported by the NASDAQ Capital Market, were
$7.55, $5.70 and $0.95, respectively. As of the date hereof, none of our officers and directors in their fiduciary capacities with Fortress
International Group, Inc. are considering any business opportunities that we believe would be appropriate for us, nor will we consider any of the
target businesses that were considered by Fortress International Group, Inc. prior to its initial business combination.
Regulation
    As a result of our focus on homeland security, it is likely that companies we target for acquisition may derive revenue from federal, state and
local government contracts directly or indirectly. It is likely, if we acquire such a business, that we must comply with and be affected by complex
procurement laws and regulations, particularly at the federal level, including, but not limited to, the Federal Acquisition Regulation (and any
supplements as applicable), Cost Accounting Standards, Truth-in-Negotiations Act and the Anti-Deficiency Act. See ―Risk Factors‖ beginning on
page 21 of this prospectus. We are not currently aware of any licensing or training requirements that could be applicable to us or companies that
we may target.
 Effecting a Business Combination
General
     We are not presently engaged in, and we will not engage in, any substantive commercial business for an indefinite period of time following
this offering. We intend to utilize cash derived from the proceeds of this offering, our capital stock, debt or a combination of these in effecting a
business combination. Although substantially all of the net proceeds of this offering are intended to be generally applied toward effecting a
business combination as described in this prospectus, the proceeds are not otherwise being designated for any more specific purposes.
Accordingly, prospective investors will invest in us without an opportunity to evaluate the specific merits or risks of any one or more business
combinations. A business combination may involve the acquisition of, or merger with, a company which does not need substantial additional
capital but which desires to establish a public trading market for its shares, while avoiding what it may deem to be adverse consequences of
undertaking a public offering itself. These include time delays, significant expense, loss of voting control and compliance with various federal and
state securities laws. In the alternative, we may seek to consummate a business combination with a company that may be financially unstable or in
its early stages of development or growth. While we may seek to effect business combinations with more than one target business, it is likely that
we will have the ability to initially complete only a single business combination with the proceeds of the offering, although this may entail the
simultaneous acquisitions of several operating businesses at the same time.
 We Have Not Identified a Target Business
     To date, we have not selected any target business with which to seek a business combination. None of our existing stockholders, officers,
directors, special advisors, promoters or other affiliates is currently engaged in discussions on our behalf with representatives of other companies
regarding the possibility of a potential merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination
with us nor have we, nor any of our agents or affiliates, been approached by any candidates (or representative of any candidates) with respect to a
possible business combination with us. We have not contacted, nor do we intend to contact, any of the prospective target businesses that Fortress
International Group, Inc. contacted in connection with its search for a business combination. Additionally, we have not engaged or retained any
agent or other representative to identify or locate any suitable acquisition candidate. We have not established any specific attributes or criteria
(financial or otherwise) for prospective target businesses. Finally, we note that there has been no diligence, discussions, negotiations and/or other
similar activities undertaken, directly or indirectly, by us, our affiliates or representatives, or by any third party, with respect to a business
combination transaction with us.
    Subject to the limitation that a target business have a fair market value of at least 80% of our net assets (excluding deferred underwriters’
discounts and commissions held in the trust account) at the time of the acquisition, as described below in more detail, we will have virtually
unrestricted flexibility in identifying and

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selecting a prospective acquisition candidate. Accordingly, there is no basis for investors in this offering to evaluate the possible merits or risks of
the target business with which we may ultimately complete a business combination. To the extent we effect a business combination with a
financially unstable company or an entity in its early stage of development or growth, including entities without established records of sales or
earnings, we may be affected by numerous risks inherent in the business and operations of financially unstable and early stage or potential
emerging growth companies. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot
assure you that we will properly ascertain or assess all significant risk factors.
Sources of Target Businesses
    We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers,
venture capital funds, private equity funds, leveraged buyout funds, management buyout funds and other members of the financial community
who will become aware that we are seeking a business combination partner via public relations and marketing efforts, direct contact by
management or other similar efforts, who may present solicited or unsolicited proposals. Our stockholders, officers, directors and special advisors,
as well as their affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a
result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. While we do not presently
anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may
engage these firms or other individuals in the future, because we do not have full-time employees and our officers and directors may be limited in
how much time they can devote to our affairs, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in
an arm’s length negotiation based on the terms of the transaction. Our management has experience in evaluating transactions but will retain
advisors as they deem necessary to assist them in their due diligence efforts. In no event, however, will any of our existing officers, directors,
special advisors or stockholders, or any of their affiliates, be paid any finder’s fee, consulting fee or other compensation prior to, or for any
services they render in order to effectuate, the consummation of our initial business combination (regardless of the form of such transaction).
After the consummation of a business combination, our existing stockholders, officers, directors and special advisors may remain associated in
some capacity with the acquired business if they are able to negotiate mutually agreeable employment or consulting agreements as part of any
such combination, which terms would be disclosed to stockholders in any proxy statement relating to such transaction. In no event, however,
would any of our existing stockholders, officers, directors or special advisors receive a finder’s fee from any party to a business combination.
Negotiations with respect to an employment or consulting agreement would take place simultaneously with the negotiation of the business
combination and could provide for such individuals to receive compensation for services they would render to the combined company after the
consummation of a business combination. We do not have a policy that prohibits such persons from pursuing or negotiating such agreements in
connection with a business combination.
    We would consider entering into a business combination with a target business that is affiliated with our officers, directors, special advisors or
stockholders, only after exploring transactions with respect to unaffiliated business targets, if our board of directors determines that a business
combination with such affiliated entity would be in the best interests of our public stockholders and if we obtain an opinion from an independent
investment banking firm, which may or may not be a member of the Financial Industry Regulatory Authority, or FINRA, that the business
combination is fair to our unaffiliated stockholders from a financial point of view. Such opinion may or may not be relied upon by our
stockholders. While we will consider whether such opinion may be relied on by our stockholders when selecting an investment banking firm to
provide a fairness opinion, it will not be dispositive as to which investment banking firm we decide to engage for such opinion. Other factors
expected to be considered by our board of directors in making such decision include, among others, cost, timing and reputation of the investment
bank, including its knowledge of the homeland security industry. However, as of the date of this prospectus, there are no affiliated entities that we
believe we would consider as a business combination target, nor will we consider for our initial business combination any of the target businesses
that were considered by Fortress International Group, Inc. prior to its initial business combination.


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Selection of a Target Business and Structuring of a Business Combination
    Subject to the requirement that our initial business combination must be with a target business or businesses with a collective fair market
value that is at least 80% of our net assets (excluding deferred underwriters’ discounts and commissions held in the trust account) at the time of
such acquisition, our management will have virtually unrestricted flexibility in identifying and selecting a prospective target business. We have
not conducted any specific research on the homeland security industry to date nor have we conducted any research with respect to identifying the
number and characteristics of potential business combination candidates or the likelihood or probability of success of any proposed business
combination. Since we have not yet analyzed the businesses available for acquisition and have not identified a target business, we have not
established any specific attributes or criteria (financial or otherwise) for the evaluation of prospective target businesses. In evaluating a
prospective target business, our management will conduct the necessary business, legal and accounting due diligence on such target business and
will consider, among other factors, the following:
   •     financial condition and results of operations;
   •     growth potential;
   •     experience and skill of management and availability of additional personnel;
   •     capital requirements;
   •     competitive position;
   •     stage of development of the products, provisions or services;
   •     proprietary features and degree of intellectual property or other protection of the products, processes or services;
   •     barriers to entry into the industry;
   •     breadth of products or services offered;
   •     degree of current or potential market acceptance of the products or services;
   •     regulatory environment of the industry;
   •     costs associated with effecting the business combination; and
   •     relative valuation multiples of similar publicly traded companies.
    These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular business combination will be based, to
the extent relevant, on the above factors as well as other considerations deemed relevant by our management in effecting a business combination
consistent with our business objective. In evaluating a prospective target business, we will conduct an extensive due diligence review which will
encompass, among other things, meetings with incumbent management and inspection of facilities, as well as review of financial and other
information which is made available to us.
     We expect that our officers will allocate a significant amount of their time, as necessary, for meetings with management and/or other
representatives of target business candidates, site visits, due diligence, interviews with incumbent management, negotiations and any other
activities necessary to complete a business combination. This due diligence review will be conducted either by our management or by unaffiliated
third parties we may engage, although we have no current intention to engage any such third parties. We intend to have all prospective target
businesses execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account. If any
prospective target business refused to execute such agreement, it is unlikely we would continue negotiations with such target business. However,
in no event will we enter into a definitive agreement for a business combination with a target business unless such entity executes a valid and
enforceable waiver.
    We will endeavor to structure a business combination so as to achieve the most favorable tax treatment to us, the target business and its
stockholders, as well as our own stockholders. We cannot assure you, however, that the Internal Revenue Service or appropriate state tax authority
will agree with our tax treatment of the business combination.


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     The time and costs required to select and evaluate a target business and to structure and complete the business combination cannot presently
be ascertained with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business
with which a business combination is not ultimately completed will result in a loss to us and reduce the amount of capital available to otherwise
complete a business combination. We will not pay any finders’ or consulting fees to our initial stockholders, or any of their respective affiliates,
for services rendered to or in connection with a business combination.
Fair Market Value of a Target Business
    In our initial business combination, the target business or businesses that we acquire must collectively have a fair market value equal to at
least 80% of our net assets (excluding the deferred underwriting discounts and commissions held in the trust account) at the time of such business
combination, although we may acquire a target business whose fair market value significantly exceeds 80% of our net assets (excluding the
deferred underwriting discounts and commissions held in the trust account). We anticipate structuring a business combination to acquire 100% of
the equity interests or assets of the target business. We may, however, structure a business combination to acquire less than 100% of such interests
or assets of the target business but will not acquire less than majority voting control of the target business. This restriction will not preclude a
reverse merger or similar transaction in which we acquire, or acquire control of, the target business. If we acquire only a controlling interest in a
target business or businesses, the portion of such business that we acquire must have a fair market value equal to at least 80% of our net assets
(excluding the deferred underwriting discounts and commissions held in the trust account). In order to consummate such a business combination,
we may issue a significant amount of our debt or equity securities to the sellers of such businesses and/or seek to raise additional funds through a
private offering of debt or equity securities. Since we have no specific business combination under consideration, we have not entered into any
such fund raising arrangement and have no current intention of doing so nor can we assure you that we will be able to locate or enter into a
business combination with a target business on favorable terms or at all.
    The fair market value of the target will be determined by our board of directors based upon one or more standards generally accepted by the
financial community (which may include actual and potential sales, earnings, cash flow and/or book value). If our board is not able to determine
independently that the target business has a sufficient fair market value, we will obtain an opinion from an independent investment banking firm,
which may or may not be a member of FINRA, with respect to the satisfaction of such criteria. If we obtain such an opinion, we will include a
summary of the opinion in the proxy statement we will mail to stockholders seeking their approval of our initial business combination. Such
opinion may or may not be relied upon by our stockholders. While we will consider whether such opinion may be relied on by our stockholders
when selecting an investment banking firm to provide a fairness opinion, it will not be dispositive as to which investment banking firm we decide
to engage for such opinion. Other factors expected to be considered by our board of directors in making such decision include, among others, cost,
timing and reputation of the investment bank, including its knowledge of the homeland security industry. We will not be required to obtain an
opinion from an investment banking firm as to the fair market value if our board of directors independently determines that the target business
complies with the 80% threshold.
Possible Lack of Business Diversification
    Our business combination must be with a target business or businesses that collectively satisfy the minimum valuation standard at the time of
such acquisition, as discussed above, although this process may entail the simultaneous acquisitions of several operating businesses at the same
time. Therefore, at least initially, the prospects for our success may be entirely dependent upon the future performance of a single business. Unlike
other entities which may have the resources to complete several business combinations of entities operating in multiple industries or multiple
areas of a single industry, it is probable that we will not have the resources to diversify our operations or benefit from the possible spreading of
risks or offsetting of losses. By consummating a business combination with only a single entity, our lack of diversification may:
   •     subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial
         adverse impact upon the particular industry in which we may operate subsequent to a business combination; and
   •     result in our dependency upon the development or market acceptance of a single or limited number of products or services.

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     If we determine to simultaneously acquire several businesses and such businesses are owned by different sellers, we will need for each of
such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other acquisitions, which may make it more
difficult for us, and delay our ability, to complete the business combination. With multiple acquisitions, we could also face additional risks,
including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers)
and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a
single operating business.
Limited Ability to Evaluate the Target Business’ Management
     Although we intend to scrutinize closely the management of a prospective target business when evaluating the desirability of effecting a
business combination, we can give no assurance that our assessment will prove to be correct. In addition, we can give no assurance that new
members that join our management following a business combination will have the necessary skills, qualifications or abilities to manage a public
company. Furthermore, the future role of our officers and directors, if any, in the target business following a business combination cannot
presently be stated with any certainty. While our Co-Chief Executive Officers may remain associated in senior management or advisory positions
with us, for example, as a member of the board of directors or a consultant, following a business combination, they may not devote their full time
and efforts to our affairs subsequent to a business combination. Moreover, they would only be able to remain with the company after the
consummation of a business combination if they are able to negotiate employment or consulting agreements in connection with such business
combination, which would be negotiated at the same time as the business combination negotiations are being conducted and which may be a term
of the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could
provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to the
company after the consummation of the business combination. While the personal and financial interests of such individuals may influence their
motivation in identifying and selecting a target business, the ability of such individuals to remain with the company after the consummation of a
business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business
combination. Additionally, we cannot assure you that our officers and directors will have significant experience or knowledge relating to the
operations of the particular target business.
     Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target
business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite
skills, knowledge or experience necessary to enhance the incumbent management.
Opportunity for Stockholder Approval of Business Combination
     Prior to the completion of a business combination, we will submit the transaction to our stockholders for approval, even if the nature of the
acquisition is such as would not ordinarily require stockholder approval under applicable state law. In connection with any such transaction, we
will also submit to our stockholders for approval a proposal to amend our amended and restated certificate of incorporation to provide for our
corporate life to continue perpetually following the consummation of such business combination. The approval of the proposal to amend our
amended and restated certificate of incorporation to provide for our perpetual existence in connection with a business combination would require
the affirmative vote of a majority of our outstanding shares of common stock. Any vote to extend our corporate life to continue perpetually
following the consummation of a business combination will be taken only if the business combination is approved. We will only consummate a
business combination if stockholders vote both in favor of such business combination and our amendment to extend our corporate life.
    In connection with seeking stockholder approval of a business combination, we will furnish our stockholders with proxy solicitation materials
prepared in accordance with the Securities Exchange Act of 1934, as amended, which, among other matters, will include a description of the
operations of the target business and audited historical financial statements of the business.
    In connection with the vote required for any business combination, all of our existing stockholders, including all of our officers and directors,
have agreed to vote their respective initial shares in accordance with


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the majority of the shares of common stock voted by the public stockholders. This voting arrangement shall not apply to shares included in units
purchased in this offering or purchased following this offering in the open market by any of our existing stockholders, officers and directors.
Accordingly, they may vote these shares on a proposed business combination any way they choose. We will proceed with the business
combination only if a majority of the shares of common stock voted by the public stockholders are voted in favor of the business combination and
public stockholders owning less than 30% of the shares sold in this offering both vote against the business combination and exercise their
conversion rights. Voting against the business combination alone will not result in conversion of a stockholder’s shares into a pro rata share of the
trust account. Such stockholder must have also exercised its conversion rights as described below.
Conversion Rights
     At the time we seek stockholder approval of any business combination, we will offer each public stockholder the right to have such
stockholder’s shares of common stock converted to cash if the stockholder votes against the business combination and the business combination is
approved and completed. Our existing stockholders will not have such conversion rights with respect to any shares of common stock owned by
them, directly or indirectly, including their initial shares or any shares of common stock included in units purchased by them in this offering or in
the aftermarket. The actual per-share conversion price will be equal to the aggregate amount then on deposit in the trust account inclusive of any
remaining interest after deduction for taxes payable, which shall be paid from the trust account (calculated as of two business days prior to the
consummation of the proposed business combination), divided by the number of shares sold in this offering. The initial conversion price for every
share would be approximately $7.76, or $0.24 less than the per-unit offering price of $8.00. An eligible stockholder may request conversion at any
time after the mailing to our stockholders of the proxy statement and prior to the vote taken with respect to a proposed business combination at a
meeting held for that purpose, but the request will not be granted unless the stockholder votes against the business combination and the business
combination is approved and completed. Stockholders will not be requested to tender their shares of common stock before a business combination
is consummated. If a business combination is consummated, stockholders exercising their conversion rights will be sent instructions on how to
tender their shares of common stock and when they should expect to receive the conversion amount. In order to ensure accuracy in determining
whether the conversion threshold has been met, each stockholder exercising his, her or its conversion rights must continue to hold his, her or its
shares of common stock until the consummation of the business combination. We will not charge converting stockholders any fees in connection
with the tender of shares for conversion. If a stockholder votes against a business combination but fails to properly exercise his, her or its
conversion rights, such stockholder will not have his, her or its shares of common stock converted and will therefore not receive his, her or its pro
rata distribution of the trust account. Any request for conversion, once made, may be withdrawn at any time up to the date of the meeting. It is
anticipated that the funds to be distributed to stockholders entitled to convert their shares who elect conversion will be distributed promptly after
completion of a business combination. Public stockholders who convert their stock into their share of the trust account still have the right to
exercise the warrants that they received as part of the units. We will not complete any business combination if public stockholders owning 30% or
more of the shares sold in this offering both exercise their conversion rights and vote against the business combination. Accordingly, it is our
intention to structure and consummate a business combination in which public stockholders owning up to 2,999,999 shares of our common stock
included in the units sold in this offering may exercise their conversion rights, in which case the business combination may still be consummated.
Although a 20% threshold has been more typical in offerings of this type, we have increased the threshold to reduce the risk of a small group of
shareholders exercising undue influence on the approval process. However, the 30% threshold does entail certain risks, including making it easier
for us to obtain stockholder approval of an initial business combination and possibly impeding our ability to consummate the most desirable
business combination or optimize our capital structure. See, ―Risk Factors — Unlike most other blank check offerings, we allow public
stockholders owning up to but less than 30% of our common stock to exercise their conversion rights. This higher threshold will make it easier for
us to get a business combination approved over stockholder dissent, and you may not receive the full amount of your original investment upon
exercise of your conversion rights” and “ — Unlike most other blank check offerings, we allow up to approximately 29.99% of our public
shareholders to exercise their conversion rights. The ability of a larger number


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of our stockholders to exercise their conversion rights may not allow us to consummate the most desirable business combination or optimize our
capital structure.”
Liquidation if No Business Combination
    Our amended and restated certificate of incorporation provides that we will continue in existence only until [_____________], 2009 [twenty
four months after the consummation of this offering]. This provision may not be amended except in connection with the consummation of a
business combination. If we have not completed a business combination by such date, our corporate existence will cease except for the purposes
of winding up our affairs and liquidating, pursuant to Section 278 of the Delaware General Corporation Law. This has the same effect as if our
board of directors and stockholders had formally voted to approve our dissolution pursuant to Section 275 of the Delaware General Corporation
Law. Accordingly, limiting our corporate existence to a specified date as permitted by Section 102(b)(5) of the Delaware General Corporation
Law removes the necessity to comply with the formal procedures set forth in Section 275 (which would have required our board of directors and
stockholders to formally vote to approve our dissolution and liquidation and to have filed a certificate of dissolution with the Delaware Secretary
of State). We view this provision terminating our corporate life by [_____________], 2009 [twenty four months after the consummation of this
offering] as an obligation to our stockholders and will not take any action to amend or waive this provision to allow us to survive for a longer
period of time except in connection with the consummation of a business combination.
    If we are unable to complete a business combination by [_____________], 2009 [twenty four months after the consummation of this
offering], we will distribute to all of our public stockholders, in proportion to their respective equity interests, an aggregate sum equal to the
amount in the trust account, inclusive of any interest, plus any remaining net assets (subject to our obligations under Delaware law to provide for
claims of creditors as described below). We anticipate notifying the trustee of the trust account to begin liquidating such assets promptly after
such date and anticipate it will take no more than 10 business days to effectuate such distribution. Our existing stockholders have waived their
rights to participate in any liquidation distribution with respect to their existing shares. There will be no distribution from the trust account with
respect to our warrants, which will expire worthless. We will pay the costs of liquidation from our remaining assets outside of the trust account. If
such funds are insufficient, Messrs. McMillen and Weiss have agreed to advance us the funds necessary to complete such liquidation (currently
anticipated to be no more than approximately $15,000) and have agreed not to seek or accept repayment of such expenses.
     If we were to expend all of the net proceeds of this offering, other than the proceeds deposited in the trust account, and without taking into
account interest, if any, earned on the trust account, the initial per-share liquidation price would be approximately $7.76. The proceeds deposited
in the trust account could, however, become subject to the claims of our creditors (which could include vendors and service providers we have
engaged to assist us in any way in connection with our search for a target business and that are owed money by us, as well as target businesses
themselves) which could have higher priority than the claims of our public stockholders. Prior to completion of our initial business combination,
we will seek to have all vendors, target businesses, prospective target businesses or other entities that we engage execute agreements with us
waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders. In the
event that a vendor, target business, prospective target business or other entity were to refuse to execute such a waiver, we will execute an
agreement with that entity only if our management first determines that we would be unable to obtain, on a reasonable basis, substantially similar
services or opportunities from another entity willing to execute such a waiver. Messrs. McMillen and Weiss, our Co-Chief Executive Officers and
members of our board of directors, have agreed, pursuant to agreements with us and the representative of the underwriters, that if we liquidate
prior to the consummation of a business combination, they will be personally liable, on a joint and several basis, to ensure that the amounts in the
trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services
rendered or contracted for or products sold to us, to the extent that such target businesses, vendors or entities did not execute a valid and
enforceable waiver. However, we have not requested that either of Messrs. McMillen or Weiss reserve for such indemnification obligations, and
we therefore cannot assure you that they would be able to satisfy those obligations if required to do so. Accordingly, the actual per share
liquidation price could be less than approximately $7.76, plus interest, due to claims


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of creditors. Furthermore, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed,
the amounts held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to
the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we
cannot assure you we will be able to return to our public stockholders at least approximately $7.76 per share.
    Our public stockholders will be entitled to receive funds from the trust account only in the event of the expiration of our corporate existence
and our liquidation or if they seek to convert their respective shares into cash upon a business combination which they voted against and which is
completed by us. In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account.
    Under the Delaware General Corporation Law, stockholders may be held liable for claims by third parties against a corporation to the extent
of distributions received by them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the Delaware
General Corporation Law intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during
which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims
brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders
with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the
stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, as stated above, it is our
intention to make liquidating distributions to our stockholders as soon as reasonably possible after [_____________], 2009 [twenty four months
after the consummation of this offering] and, therefore, we do not intend to comply with those procedures. As such, our stockholders could
potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend
well beyond the third anniversary of such date. Because we will not be complying with Section 280, Section 281(b) of the Delaware General
Corporation Law requires us to adopt a plan that will provide for our payment, based on facts known to us at such time, of (i) all existing claims,
(ii) all pending claims and (iii) all claims that may be potentially brought against us within the subsequent 10 years. Accordingly, we would be
required to provide for any claims of creditors known to us at that time or those that we believe could be potentially brought against us within the
subsequent 10 years prior to our distributing the funds in the trust account to our public stockholders. However, because we are a blank check
company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only
likely claims to arise would be from our vendors and service providers (such as accountants, lawyers, investment bankers, etc.) and potential
target businesses. As described above, pursuant to the obligation contained in our underwriting agreement, we will seek to have all vendors,
service providers and prospective target businesses execute agreements with us waiving any right, title, interest or claim of any kind they may
have in or to any monies held in the trust account. As a result, the claims that could be made against us will be limited, thereby lessening the
likelihood that any claim would result in any liability extending to the trust. We therefore believe that any necessary provision for creditors will
be reduced and should not have a significant impact on our ability to distribute the funds in the trust account to our public stockholders.
Nevertheless, we cannot assure you of this fact as there is no guarantee that vendors, service providers and prospective target businesses will
execute such agreements. Nor is there any guarantee that, even if they execute such agreements with us, they will not seek recourse against the
trust account. A court could also conclude that such agreements are not legally enforceable. As a result, if we liquidate, the per-share distribution
from the trust account could be less than approximately $7.76 due to claims or potential claims of creditors.
    If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, any distributions
received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a
“fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. Furthermore, because
we intend to distribute the amounts held in the trust account to our public stockholders promptly after [_____________], 2009 [twenty four
months after the consummation of this offering], this may be viewed or interpreted as giving preference to our public stockholders over any
potential creditors with respect to access to or distributions from our assets. Furthermore, our board may be viewed as having breached their
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creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public
stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us
for these reasons.
Competition
     In identifying, evaluating and selecting a target business, we may encounter intense competition from other entities having a business
objective similar to ours. There are approximately 116 blank check companies that have completed initial public offerings in the United States,
out of which number 79 companies with more than $8.5 billion in trust combined are seeking to carry out a business plan similar to our business
plan. Furthermore, there are a number of additional offerings for blank check companies that are still in the registration process but have not
completed initial public offerings, and there are likely to be more blank check companies filing registration statements for initial public offerings
after the date of this prospectus and prior to our completion of a business combination. Additionally, we may be subject to competition from
entities other than blank check companies having a business objective similar to ours, including venture capital firms, leverage buyout firms and
operating businesses looking to expand their operations through the acquisition of a target business. Many of these entities are well established
and have extensive experience identifying and effecting business combinations directly or through affiliates. Many of these competitors possess
greater technical, human and other resources than us and our financial resources will be relatively limited when contrasted with those of many of
these competitors. While we believe there may be numerous potential target businesses that we could acquire with the net proceeds of this
offering, our ability to compete in acquiring certain sizable target businesses will be limited by our available financial resources. This inherent
competitive limitation gives others an advantage in pursuing the acquisition of a target business. Further, the following may not be viewed
favorably by certain target businesses:
   •     our obligation to seek stockholder approval of a business combination or obtain the necessary financial information to be
         included in the proxy statement to be sent to stockholders in connection with such business combination may delay or
         prevent the completion of a transaction;
   •     our obligation to convert shares of common stock held by our public stockholders into cash in certain instances may reduce
         the resources available to effect a business combination;
   •     our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target
         businesses; and
   •     the requirement to acquire an operating business that has a fair market value equal to at least 80% of our net assets
         (excluding deferred underwriting discounts and commissions held in the trust account) at the time of the acquisition could
         require us to acquire several companies or closely related operating businesses at the same time, all of which sales would
         be contingent on the closings of the other sales, which could make it more difficult to consummate the business
         combination.
    Any of these factors may place us at a competitive disadvantage in successfully negotiating a business combination. Our management
believes, however, that to the extent that our target business is a privately held entity, our status as a well-financed public entity may give us a
competitive advantage over entities having a similar business objective as ours in acquiring a target business with significant growth potential on
favorable terms.
   If we succeed in effecting a business combination, there will be, in all likelihood, intense competition from competitors of the target business.
We cannot assure you that, subsequent to a business combination, we will have the resources or ability to compete effectively.
Facilities
    We do not own any real estate or other physical property. We maintain our executive offices at 1005 North Glebe Road, Suite 550, Arlington,
Virginia 22201. The cost for this space is included in the $7,500 per-month fee Homeland Security Capital Corporation charges us for general
and administrative services pursuant to a letter agreement between us and Homeland Security Capital Corporation, an affiliate of Mr. McMillen.
This arrangement has been agreed to Homeland Security Capital Corporation for our benefit and is not intended to provide Mr. McMillen
compensation in lieu of salary. We believe, based on rents and fees for similar services in the Washington, D.C. metropolitan area, that the fee
charged by Homeland Security


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Capital Corporation is at least as favorable to us as we could have obtained from an unaffiliated person. We consider our current office space
adequate for our current operations up to the completion of a business combination.
Employees
    We have three executive officers, two of whom are also members of our board of directors. These individuals are not obligated to contribute
any specific number of hours per week and intend to devote only as much time as they deem necessary to our affairs. The amount of time they will
devote in any time period will vary based on the availability of suitable target businesses to investigate. We do not intend to have any full-time
employees prior to the consummation of a business combination, although we expect each of our officers to devote an average of approximately
ten hours per week to our business.
Periodic Reporting and Financial Information
    We have registered our units, common stock and warrants under the Securities Exchange Act of 1934, as amended, and have reporting
obligations, including the requirement that we file annual reports with the SEC. In accordance with the requirements of the Securities Exchange
Act of 1934, our annual reports will contain financial statements audited and reported on by our independent accountants.
    We will not acquire a target business if audited financial statements based on United States generally accepted accounting principles cannot
be obtained for such target business. Additionally, our management will provide stockholders with the foregoing financial information as part of
the proxy solicitation materials sent to stockholders to assist them in assessing each specific target business we seek to acquire.
    We will be required to comply with the internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31, 2008.
A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The
development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs
necessary to complete any such acquisition.
Legal Proceedings
    To the knowledge of management, there is no litigation currently pending or contemplated against us or any of our officers or directors in
their capacity as such.
 Comparison to Offerings of Blank Check Companies
   The following table compares and contrasts the terms of our offering and the terms of an offering of blank check companies under Rule 419
promulgated by the SEC assuming that the gross proceeds, underwriting discounts and underwriting expenses for the Rule 419 offering are the
same as this offering. None of the terms of a Rule 419 offering will apply to this offering.




                                            Terms of Our Offering                             Terms Under a Rule 419 Offering
             Escrow of         $77,600,000 of the proceeds of this                 $66,397,500 of the offering proceeds would be
        offering            offering and the private placement            required to be deposited into either an escrow
        proceeds            (including $2,400,000 in deferred             account with an insured depositary institution or
                            underwriting discounts and commissions)       in a separate bank account established by a
                            will be deposited into a trust account at     broker-dealer in which the broker-dealer acts as
                            SunTrust Bank maintained by Continental       trustee for persons having the beneficial
                            Stock Transfer & Trust Company.               interests in the account.

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                                                  Terms of Our Offering                      Terms Under a Rule 419 Offering
      Investment of net       The $77,600,000 of net proceeds held in the trust account      Proceeds could be invested
        proceeds              will be invested only in U.S. ―government securities,‖         only in specified securities
                              within the meaning of Section 2(a)(16) of the Investment       such as a money market fund
                              Company Act of 1940 with a maturity of 180 days or less,       meeting conditions of the
                              or in money market funds meeting certain conditions            Investment Company Act of
                              under Rule 2a-7 promulgated under the Investment               1940 or in securities that are
                              Company Act of 1940.                                           direct obligations of, or
                                                                                             obligations guaranteed as to
                                                                                             principal or interest by, the
                                                                                             United States.
      Limitation on fair      The initial target business that we acquire must have a fair   We would be restricted from
      value or net assets     market value equal to at least 80% of our net assets           acquiring a target business
      of target business      (excluding deferred underwriting discounts and                 unless the fair value of such
                              commissions held in the trust account) at the time of such     business or net assets to be
                              acquisition.                                                   acquired represent at least
                                                                                             80% of the maximum
                                                                                             offering proceeds.
      Trading of              The units will begin trading on or promptly after the date     No trading of the units or the
        securities issued     of this prospectus. Each of the common stock and               underlying common stock
                              warrants may trade separately on the 90th day after the        and warrants would be
                              date of this prospectus unless the representative of the       permitted until the
                              underwriters determines that an earlier date is acceptable.    completion of a business
                              In no event will the representative of the underwriters        combination. During this
                              allow separate trading of the common stock and warrants        period, the securities would
                              until we have filed with the SEC a Current Report on           be held in the escrow or trust
                              Form 8-K, which includes an audited balance sheet              account.
                              reflecting our receipt of the proceeds of this offering,
                              including any proceeds we receive from the exercise of
                              the over-allotment option, if such option is exercised prior
                              to the filing of the Form 8-K, and the underwriters’
                              over-allotment option has been exercised or expired.
      Exercise of the      The warrants cannot be exercised until the later of the        The warrants could be
        warrants           completion of a business combination or one year after         exercised prior to the
                           the date of this prospectus and, accordingly, will only be     completion of a business
                           exercised after the trust account has been terminated and      combination, but securities
                           distributed.                                                   received and cash paid in
                                                                                          connection with the exercise
                                                                                          would be deposited in the
                                                                                          escrow or trust account.

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                                     Terms of Our Offering                         Terms Under a Rule 419 Offering
      Election to       We will give our stockholders the                 A prospectus containing information required
      remain an         opportunity to vote on the business               by the SEC would be sent to each investor.
      investor          combination. In connection with seeking           Each investor would be given the opportunity
                        stockholder approval, we will send each           to notify the company, in writing, within a
                        stockholder a proxy statement containing          period of no less than 20 business days and
                        information required by the SEC. A                no more than 45 business days from the
                        stockholder following the procedures              effective date of the post-effective
                        described in this prospectus is given the right   amendment, to decide whether he or she
                        to convert his or her shares for his or her pro   elects to remain a stockholder of the company
                        rata share of the trust account. However, a       or require the return of his or her investment.
                        stockholder who does not follow these             If the company has not received the
                        procedures or a stockholder who does not          notification by the end of the 45th business
                        take any action would not be entitled to the      day, funds and interest or dividends, if any,
                        return of any funds. Although we will not         held in the trust or escrow account would
                        distribute copies of the Current Report on        automatically be returned to the stockholder.
                        Form 8-K to individual unit holders, the          Unless a sufficient number of investors elect
                        Current Report on Form 8-K will be available      to remain investors, all of the deposited funds
                        on the SEC’s website. See the section             in the escrow account must be returned to all
                        appearing elsewhere in the prospectus             investors and none of the securities will be
                        entitled ―Where You Can Find Additional           issued.
                        Information.‖
      Business          Pursuant to our amended and restated              If an acquisition has not been consummated
      combination       certificate of incorporation, our corporate       within 18 months after the effective date of
      deadline          existence will cease 24 months after the date     the initial registration statement, funds held in
                        of this prospectus except for the purposes of     the trust or escrow account would be returned
                        winding up our affairs and we will liquidate.     to investors.
                        However, if we complete a business
                        combination within this time period, we will
                             amend this provision to allow for our
                             perpetual existence following such business
                             combination.

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                                                  Terms of Our Offering                       Terms Under a Rule 419 Offering
         Interest            There can be released to us, from time to time, interest      All interest earned on the funds in
         earned on the       earned (net of taxes) on the funds in the trust account (i)   the trust account will be held in
         funds in the        up to an aggregate of $1,400,000 to fund expenses             trust for the benefit of public
         trust account       related to investigating and selecting a target business      stockholders until the earlier of the
                             and our other working capital requirements and (ii) any       completion of a business
                             amounts necessary to pay our income tax obligations.          combination and our liquidation
                             The remaining interest earned on the funds in the trust       upon failure to effect a business
                             account will not be released until the earlier of the         combination within the allotted
                             completion of a business combination and our                  time.
                             liquidation upon failure to effect a business combination
                             within the allotted time.
         Release of          Except for (i) up to $1,400,000 we may need to fund           The proceeds held in the escrow
           funds             expenses related to investigating and selecting a target      account, including all of the
                             business and our other working capital requirements and       interest earned thereon (net of
                             (ii) any amounts that we may need to pay our income tax       taxes payable) would not be
                             obligations that may be released to us from the interest      released until the earlier of the
                             earned on the trust account balance, the amounts held in      completion of a business
                             the trust account will not be released until the earlier of   combination or the failure to effect
                             the completion of a business combination and our              a business combination within 18
                             liquidation upon failure to effect a business combination     months.
                             within the allotted time.

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                                                                MANAGEMENT
Directors and Executive Officers
   Our current directors, executive officers and special advisors are as follows:
               Name                                       Age                                 Position
               C. Thomas McMillen                          55      Chairman of the Board, Co-Chief Executive Officer
               Harvey L. Weiss                             64      Co-Chief Executive Officer, Director
               James Maurer                                47      Chief Financial Officer and Secretary
               Asa Hutchinson                              56      Director
               Philip A. McNeill                           47      Director
               S. Kent Rockwell                            62      Director
               Mark A. Frantz                              38      Special Advisor
               Brian C. Griffin                            54      Special Advisor
    C. Thomas McMillen has served as our Chairman and Co-Chief Executive Officer since inception and has over 18 years of experience in
government, finance and mergers and acquisitions. From December 2004 until January 2007, he served as the Chairman of Fortress America
Acquisition Corporation (now Fortress International Group, Inc.), where he currently serves as Vice Chairman. Mr. McMillen has also served,
since August 2005, as the President, Chief Executive Officer and Chairman of the board of directors of Homeland Security Capital Corporation,
a consolidator of homeland security companies that provides capital and management advice for developing companies. Mr. McMillen is also the
Chairman of three of Homeland Security Capital Corporation’s subsidiaries, Nexus Technologies Group, Inc. (since February 2006), Security
Holding Corp. (since August 2006), and Polimatrix, Inc. (since September 2006). In 2003, Mr. McMillen co-founded Global Secure Corp., a
homeland security company providing integrated products and services for critical incident responders, and served as its Chief Executive Officer
from March 2003 until February 2004. From February 2004 until February 2005, Mr. McMillen served as a consultant to Global Secure Corp.
In addition, from October 2004 to July 2005, he served as a Chairman of the board of directors of Global Defense Corporation, a development
stage company focused on acquiring companies in critical infrastructure security. From December 2002 to February 2004, Mr. McMillen served
as Vice Chairman and Director of Sky Capital Enterprises, Inc., a venture firm, and until February 2005 served as a consultant. From March
2003 to February 2004, Mr. McMillen served as Chairman of Sky Capital Holdings, Ltd, Sky Capital Enterprises’ London stock exchange-listed
brokerage affiliate. In addition, Mr. McMillen is a founder and has been Chief Executive Officer and Chairman of Washington Capital Advisors,
LLC, a merchant bank, since 2003. He also served as Chairman of TPF Capital, Washington Capital Advisors, LLC’s predecessor company, from
June 2001 through December 2002. Mr. McMillen has also been an independent consultant throughout his career. From November 1994 through
February 1999, Mr. McMillen served as the Founder, Chief Executive Officer and Director of Nasdaq-listed Complete Wellness Centers, Inc., a
medical multi-disciplinary clinic management company. Mr. McMillen was appointed by President Clinton to Co-Chair the President’s Council
on Physical Fitness and Sports from 1993 to 1997. From 1987 through 1993, he served three consecutive terms in the United States House of
Representatives from the 4th Congressional District of Maryland. Prior to that, Mr. McMillen played eleven years in the National Basketball
Association. Mr. McMillen serves on the Board of Regents of the University of Maryland System. Mr. McMillen received a Bachelor of Science in
chemistry from the University of Maryland and a Bachelor of Arts and a Master of Arts from Oxford University as a Rhodes Scholar.
    Harvey L. Weiss has served as our Co-Chief Executive Officer and a member of our board of directors since inception and has over 35 years
of experience in the information technology and security marketplace. From December 2004 until January 2007, he served as the President, Chief
Executive Officer and a director of Fortress America Acquisition Corporation (now Fortress International Group, Inc.), where he currently serves
as Chairman. Mr. Weiss has also served as a Director of Vision Technologies, Inc. since September 2006. From June 2002 to December 2004,
Mr. Weiss served as the Chief Executive Officer and President of System Detection, Inc., a software security company and is presently serving as
a consultant. From January 2002 to June 2002, Mr. Weiss served as Chief Executive Officer of W Consulting LLC. From January 2001 to
December 2002, he served as President of Engineering Systems Solutions, Inc., a security and biometrics integration


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firm. From June 1999 to December 2000, Mr. Weiss was the Chief Executive Officer and President of Global Integrity Corporation, a subsidiary
of Science Applications International Corporation, which specializes in information security, and served as a Director until the company was sold
in 2002. From October 1998 to May 1999, Mr. Weiss served as Vice President, Government and North America of Network Associates, Inc., now
doing business as McAfee Inc. From January 1996 to October 1998, until sold to Network Associates, Inc., Mr. Weiss was President of the
Commercial Division, Secretary, and Director of Trusted Information Systems, Inc., a Nasdaq-listed security network company. Prior to that time,
from 1994 to 1996, Mr. Weiss served as President of Public Sector Worldwide Division for Unisys Corporation. From 1991 to 1993, Mr. Weiss
was the Vice President of Sales and the President and Chief Operating Officer of Thinking Machines Corporation, a massively parallel processing
company (the computing architecture used by the ―supercomputer‖ product developed by Thinking Machine Corporation). Prior to that time, he
served in various senior capacities in Digital Equipment Corporation. Mr. Weiss serves on the Board of Forterra Systems, Inc., a simulation
company (one of Forterra’s products that creates interactive, virtual simulated environments), is a member of the Brookings Institution Council,
and is a trustee of Capitol College. Mr. Weiss received a Bachelor of Science in Mathematics from the University of Pittsburgh.
     James Maurer has served as our Chief Financial Officer and Secretary since our inception and has over 18 years of diversified finance and
strategic planning experience. From January 2006 to February 2007, Mr. Maurer served as the Secretary of Homeland Security Capital
Corporation. From July 2005 to March 2007, he also served as a consultant to Fortress America Acquisition Corporation, a special-purpose
acquisition corporation focused on the homeland security industry which trades on the Over-the-Counter Bulletin Board under the ticker symbol
―FAAC.‖ From December 2002 to April 2005, Mr. Maurer served as an advisor and consultant to the chief executive officer of BBC America, a
United States-based cable television channel owned by the British Broadcasting Corporation. Previous to such time, Mr. Maurer served as the
Chief Financial Officer of Inforum Communications, a consolidator of Internet service providers, from December 1998 to February 2001. Prior to
that he held a variety of finance and business development positions with businesses in the wireless telecommunications industry. Mr. Maurer
received his Bachelor of Arts in economics from Harvard University and his Master of Science in management from the MIT Sloan School of
Management.
    Asa Hutchinson has been a member of our board of directors since our inception. Mr. Hutchinson was one of the original leaders of the
Department of Homeland Security, serving as Undersecretary for Border and Transportation Security for the first two years of the Department’s
history, from January 2003 to March 2005. As one of the nation’s top-ranking homeland security officials after Secretary Tom Ridge, he was
responsible for more than 110,000 federal employees housed in such agencies as the Transportation Security Administration, Customs and Border
Protection, Immigration and Customs Enforcement, and the Federal Law Enforcement Training Center. In addition to managing the overall
security of United States borders and transportation systems, he set immigration enforcement policies and developed and implemented visa
security measures.
     Mr. Hutchinson served three terms in the United States House of Representatives from the 3rd Congressional District of Arkansas, from
January 1997 to August 2001, and as Administrator of the Drug Enforcement Administration, from August 2001 to January 2003. Mr. Hutchinson
currently resides in Little Rock, Arkansas. He has served as the chief executive officer of Hutchinson Group LLC, a homeland security and
business consulting group, since March 2005, and as a partner in the law firm of Venable LLP in Washington, D.C., from March 2005 to March
2006 and since January 2007. Mr. Hutchinson is also the principal of Hutchinson Security Strategies, a consulting firm that develops
comprehensive security plans for companies. Mr. Hutchinson currently serves as a director of Fortress International Group, Inc., where he serves
as a member of the compensation committee, and also currently serves on the board of directors of SAFLINK Corporation. Mr. Hutchinson
received a Bachelor of Science in accounting from Bob Jones University and a Juris Doctor from the University of Arkansas School of Law.
    Philip A. McNeill has been a member of our board of directors since our inception. Since July 2002, Mr. McNeill has been a manager of and
investor in the SPP Mezzanine group of companies, most recently as Managing Director and the Chief Investment Officer (since November 2003)
of SPP Mezzanine Partners II, LLC, the management company of each of SPP Mezzanine Funding, LP, SPP Mezzanine Funding IIA, LP.


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Prior to working with the SPP Mezzanine group of companies, Mr. McNeill served as Managing Director of Allied Capital Corporation, where he
was co-head of its Private Finance and Mezzanine activities and a member of its Investment Committee. From the time of his appointment as
Managing Director in June 1998 until he left Allied Capital in May 2002, the company grew from approximately $740 million in assets to nearly
$2.4 billion. Mr. McNeill joined Allied Capital directly from M&T Capital, the Small Business Investment Company investment division of M&T
Bank, where he was a Vice President of M&T Capital/M&T Bank and an investment professional from August 1988 to August 1993. Mr.
McNeill serves on the board of directors of Homeland Security Capital Corporation (since December 2005), on the Whitman Advisory Council of
the Martin J. Whitman School of Management at Syracuse University (since April 2005) and on the board of advisors of the National Foundation
for Teaching Entrepreneurship for the Greater Washington Region (since December 1999), where he volunteers to mentor young entrepreneur
students in inner-city schools. Mr. McNeill received a Bachelor of Science in Business Administration, with concentrations in accounting,
finance, and law & public policy, from Syracuse University and a Masters in Business Administration from Harvard Business School.
    S. Kent Rockwell has been a member of our board of directors since our inception. Mr. Rockwell is the Vice Chairman and Vice President,
Corporate Development, of Argon ST, Inc. (NASDAQ: STST), and has been a director of that company since 1987. From 2000 until the merger
of SenSyTech and Argon Engineering Associates, Inc. in the Fall of 2004, Mr. Rockwell was the Chief Executive Officer, Chief Financial Officer
and Chairman of SenSyTech. From January 1998 to June 2000, Mr. Rockwell held the role of Vice Chairman and Chief Executive Officer of ST
Research, the private company that became SenSyTech following its merger with Daedalus Enterprises, Inc. in 1998. From November 1986 to
June 1997, Mr. Rockwell served as Chairman of the Board, Chief Executive Officer, and President of Astrotech International Corporation. Mr.
Rockwell has also served as Chairman of Rockwell Forest Products, Inc. since 1983, Chairman of Appalachian Timber Services, Inc. since 1988,
and Chairman and President of Rockwell Venture Capital, Inc. since 1983. Mr. Rockwell previously served on the board of Rockwell
International, Inc. from 1973 to 1983. Mr. Rockwell earned a Bachelor of Arts in economics from Lafayette College and attended the Wharton
School of the University of Pennsylvania.
Special Advisors
    Mark A. Frantz has been a Special Advisor to our board of directors since our inception. Mr. Frantz has been a General Partner at RedShift
Ventures since July 2006, where he is focused on software and media investments for RedShift Ventures and currently serves on the board of
directors at portfolio companies Intelliworks and TerraGo Technologies. Mr. Frantz also serves on the board of directors at ODIN Technologies,
the Northern Virginia Technology Council (NVTC) and the Commonwealth of Virginia's Research & Technology Advisory Council (VRTAC).
Mr. Frantz has also been an investor/advisor to New Media Strategies (acq. by Meredith Corp., NYSE: ―MDP‖), Sourcefire (NASDAQ: ―FIRE‖)
and Luna Innovations (Nasdaq: ―LUNA‖). From March to July 2006, Mr. Frantz was the Managing General Partner of In-Q-Tel, the strategic
venture capital affiliate of the U.S. Intelligence Community. From January 2001 to March 2006, Mr. Frantz was with Carlyle Venture Partners,
where he worked with Blackboard (NASDAQ: ―BBBB‖), Imagitas (acq. by Pitney Bowes, NYSE: ―PBI‖), ISR Solutions (acq. by Stanley Works,
NYSE: ―SWK‖), Panasas, Grant Street Group and Secure Elements. Mr. Frantz joined Carlyle from Redleaf and prior to Redleaf, he was the
Associate to the Senior Chairman of investment bank Alex. Brown. He also served as the Associate Director in his last position at The White
House Office of Intergovernmental Affairs under President George H. W. Bush from December 1990 to January 1993 and as the economic and
technology policy advisor to Pennsylvania Governor Tom Ridge from January 1995 to 1997. He holds a Bachelor of Arts degree from Allegheny
College and Juris Doctor and Master of Business Administration degrees from the University of Pittsburgh.
    Brian C. Griffin has been a Special Advisor to our board of directors since our inception. Dr. Griffin has served since January 2006 as
Chairman of the Board of Clean Energy Systems, Inc. and has served as a member of the board of directors of Homeland Security Capital
Corporation (OTC: HMSC.OB) since May 2007. Dr. Griffin served two terms as Oklahoma’s Secretary of Environment from April 1997 to
January 2003. During that time, he chaired and was a member of several committees sponsored by the U.S. Environmental Protection Agency, the
U.S. Department of Energy and the Southern States Energy Board. He was also a member of the Biomass & Bio-Energy Research and
Development Federal Advisory Committee, which was


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sponsored by the U.S. Environmental Protection Agency and the U.S. Department of Agriculture. Dr. Griffin also served as a member of the Coal
& Advanced Power Systems Committee sponsored by the U.S. Department of Energy and the Southern States Energy Board from January 1999
to January 2003. In addition, he served as the National Chairman of the Interstate Technology and Regulatory Council from March 2001 to
October 2003. In April 2003, President Bush appointed him to serve as the Federal Representative to the Southern States Energy Board, a position
he still holds. Dr. Griffin received a Bachelor of Arts degree from Harvard University and was selected as a Rhodes Scholar. As a Rhodes
Scholar, he attended Oxford University where he received his Master of Jurisprudence degree. He also earned a Juris Doctor degree from
University of Oklahoma College of Law and a Master of Laws degree from Southern Methodist University.
    We have no formal arrangements or agreements with these special advisors to provide any particular services to us, and they have no
fiduciary obligations to us or our stockholders. These special advisors will provide advice, introductions to potential targets, and assistance to us,
at our request, only if they are able to do so. Nevertheless, we believe that, with their business background and extensive contacts, they will be
helpful to our search for a target business and our consummation of a business combination.
     Mr. Frantz is an existing stockholder and Mr. Griffin is a member of Secure America Acquisition Holdings, LLC, our principal existing
stockholder. Messrs. Frantz and Griffin have agreed to waive any right to receive a liquidation distribution with respect to their initial shares, to
waive any right to exercise conversion rights with respect to any shares of our common stock owned or to be owned by them and to vote their
initial shares in accordance with the majority of the shares of common stock voted by our public stockholders.
Number and Terms of Directors
    Our board of directors is divided into three classes with only one class of directors being elected in each year and each class serving a
three-year term. The term of office of the Class A directors, consisting of Philip A. McNeill, will expire at our first annual meeting of
stockholders. The term of office of the Class B directors, consisting of S. Kent Rockwell and Asa Hutchinson, will expire at the second annual
meeting. The term of office of the Class C directors, consisting of C. Thomas McMillen and Harvey L. Weiss, will expire at the third annual
meeting.
    These individuals will play a key role in identifying and evaluating prospective business combinations, selecting the target business, and
structuring, negotiating and consummating its acquisition. We believe that the skills and expertise of these individuals, their collective access to
potential target businesses acquisition opportunities and ideas, their contacts, and their transaction expertise should enable them to successfully
identify and effect a business combination although we cannot assure you that they will, in fact, be able to do so.
Prior Involvement of Principals in Blank Check Companies
Fortress America Acquisition Corporation
    Messrs. McMillen and Weiss, our Co-Chief Executive Officers and members of our board of directors, were also executive officers and
directors of Fortress America Acquisition Corporation, a blank check company formed in December 2004 for the purpose of effecting a merger,
capital stock exchange, asset acquisition or other similar business combination with an operating business in the homeland security industry. In
addition, Asa Hutchinson, one of our directors, was a special advisor to and a stockholder of Fortress America Acquisition Corporation. Fortress
America Acquisition Corporation completed its initial public offering in July 2005 (and over-allotment closing in August 2005) and raised gross
proceeds of $46,800,000 at an offering price of $6.00 per unit.
    On January 19, 2007, Fortress America Acquisition Corporation, or FAAC, acquired all of the outstanding membership interests of each of
VTC, L.L.C., doing business as ―Total Site Solutions,‖ and Vortech, LLC, collectively referred to as TSS/Vortech, pursuant to a Second Amended
and Restated Membership Interest Purchase Agreement dated July 31, 2006, as amended by an Amendment to the Second Amended and Restated
Membership Interest Purchase Agreement dated January 16, 2007. The closing consideration consisted of (a) $11.0 million in cash, (b) the
assumption of $154,599 of debt of TSS/Vortech, (c) 3,205,128 shares of the common stock of FAAC, of which 2,534,988 shares were issued to
the selling members, 67,825
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shares were issued to Evergreen Capital LLC as partial payment of certain outstanding consulting fees and 574,000 shares were designated for
issuance to employees of TSS/Vortech, and (d) $10.0 million in two convertible, interest-bearing promissory notes of $5.0 million each. All of the
2,534,988 shares issued to the selling members were deposited in certain escrow accounts. In addition, FAAC entered into employment
agreements with each of the selling members. Approximately 74.81% of the stockholders of FAAC (excluding shares held by management) voted
in favor of the acquisition of TSS/Vortech and conversion rights were exercised by holders of 9.7% of the common stock of FAAC. However, in
addition to the shares received by Evergreen Capital LLC as described above, Evergreen Capital also received $400,000 upon closing of the
acquisition for consulting services and Business Valuation Center, Inc. received $89,708 for financial advisor services in connection with the
acquisition. No finder’s fees were paid in connection with the business combination. There was no affiliation between TSS/Vortech and any of the
officers, directors, special advisors or existing stockholders of FAAC.
     TSS/Vortech provides a single source solution for highly technical mission-critical facilities such as data centers, operation centers, network
facilities, server rooms, security operations centers, communications facilities and the infrastructure systems that are critical to such functions.
TSS/Vortech’s services include technology consulting, engineering and design management, construction management, system installations,
operations management, and facilities management and maintenance. In connection with such acquisition, Fortress America Acquisition
Corporation changed its name to Fortress International Group, Inc. Fortress International Group’s units, common stock and warrants are listed on
the NASDAQ Capital Market under the symbols FIGIU, FIGI and FIGIW, respectively. On August 3, 2007, the closing prices of the units,
common stock and warrants of Fortress International Group, Inc., as reported by the NASDAQ Capital Market were $7.20, $5.45 and $0.81,
respectively. As of the date hereof, none of our officers and directors, in their fiduciary capacities with Fortress International Group, Inc. are
considering any business opportunities that we believe would be appropriate for us, nor will we consider any of the target businesses that were
considered by Fortress International Group, Inc. prior to its initial business combination.
     From inception to the acquisition of TSS/Vortech in January 2007, Mr. McMillen was the Chairman of the board and Mr. Weiss was the
President, Chief Executive Officer, Secretary and a director of Fortress America Acquisition Corporation. Following the consummation of the
business combination, each of Messrs. McMillen and Weiss remained with the company as vice chairman and chairman, respectively, positions
that they currently still hold. No salary was paid to either of Messrs. McMillen or Weiss for their services to Fortress America Acquisition
Corporation prior to the acquisition of TSS/Vortech. However, an affiliate of Mr. McMillen received a $7,500 per month fee from Fortress
America Acquisition Corporation for use of office space and administrative services from the effective date of Fortress America Acquisition
Corporation’s initial public offering through the completion of the business combination (for an aggregate of $97,500). Prior to Fortress America
Acquisition Corporation’s initial public offering, Messrs. McMillen and Weiss each purchased 575,000 shares, for a purchase price of
approximately $0.014 per share. On January 19, 2007, in connection with the acquisition of TSS/Vortech, Mr. Weiss entered into an employment
agreement with Fortress International Group, Inc. whereby he agreed to serve as chairman for three years at a base salary of $200,000 per year
(subject to a minimum annual increase of 5% per year). In addition, Washington Capital Advisors, LLC, of which Mr. McMillen is the principal
equity owner and officer, entered into a consulting agreement with Fortress International Group, Inc. pursuant to which Washington Capital
Advisors, LLC will provide advisory services relating to strategic, financial, marketing and business development matters and merger and
acquisition assistance in consideration for $200,000 per year (subject to a minimum annual increase of 5% per year).
    In addition, Mr. McMillen, our Chairman and Co-Chief Executive Officer, has held similar positions in other companies that have completed
an offering similar to this offering. Information with respect to each such blank check company, initial public offering, business combination and
Mr. McMillen’s roles with each such blank check company following the business combination is set forth below:
Israel Tech Acquisition Corp.
    Israel Tech Acquisition Corp. completed its initial public offering of common stock and warrants in April 1994, deriving gross proceeds of
$12 million, and completed a business combination in June 1995 with Kellstrom Industries Inc. which at the time of the business combination
engaged in purchasing, refurbishing,


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marketing and distributing commercial jet engines and jet engine parts for major domestic and international airlines. Mr. McMillen served as a
director of the company after the business combination from October 1996 to November 1997. Kellstrom Industries filed a voluntary petition
under Chapter 11 of the Federal Bankruptcy Code in February 2002.
North Atlantic Acquisition Corp.
    North Atlantic Acquisition Corp.’s initial public offering of common stock and warrants was consummated in August 1997. It completed a
business combination in March 1999 with Moto Guzzi Corporation, which at the time of the business combination was one of the world’s leading
designers and manufacturers of performance and luxury motorcycles. Mr. McMillen served as secretary, treasurer and director of North Atlantic
Acquisition Corp. from October 1996 and resigned at the time of the business combination.
    With the exception of Messrs. McMillen, Weiss and Hutchinson, none of our other officers or directors has been an officer, director, advisor
or principal of a blank check company.
    We cannot assure you that we will be able to complete a business combination or that the type or the performance of the target business, if
any, will be similar to that of these or any other blank check companies.
Executive Compensation
     No executive officer has received any cash compensation for services rendered and no compensation of any kind, including finder’s and
consulting fees, will be paid to any of our existing stockholders, officers, directors, special advisors or any of their respective affiliates. Nor will
any of our existing stockholders, officers, directors, special advisors or any of their respective affiliates receive any cash compensation for
services rendered prior to or in connection with a business combination. However, all of these individuals will be reimbursed for any
out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due
diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the
reasonableness of the expenses by anyone other than our board of directors, which includes persons who may seek reimbursement, or a court of
competent jurisdiction if such reimbursement is challenged. Because none of our directors may be deemed ―independent‖ for such purposes, we
will generally not have the benefit of independent directors examining the propriety of expenses incurred on our behalf and subject to
reimbursement.
   Commencing on the effective date of this prospectus through the acquisition of a target business, we will pay Homeland Security Capital
Corporation a fee of up to $7,500 per month for providing us with office space and certain office and administrative services. This arrangement
was agreed to by Homeland Security Capital Corporation, an affiliate of Mr. McMillen, solely for our benefit and is not intended to provide Mr.
McMillen compensation in lieu of a salary.
Director Independence
     The American Stock Exchange requires that a majority of our board must be composed of ―independent directors,‖ which is defined generally
as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the
opinion of the company’s board of directors would interfere with the director’s exercise of independent judgment in carrying out the
responsibilities of a director.
    Upon consummation of this offering, Messrs. Hutchinson, Rockwell and McNeill will be our independent directors, constituting a majority of
our board. Our independent directors will have regularly scheduled meetings at which only independent directors are present.
    Any affiliated transactions will be on terms no less favorable to us than could be obtained from independent parties. Any affiliated
transactions must be approved by a majority of our independent and disinterested directors. We would consider entering into affiliated
transactions only after exploring transactions with respect to unaffiliated business targets, if our board of directors determines that a business
combination with such affiliated entity would be in the best interests of our public stockholders and if we obtain an opinion from an independent
investment banking firm that the business combination is fair to our unaffiliated stockholders from a financial point of view. As of the date of this
prospectus, there are no affiliated entities that we believe we


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would consider as a business combination target, nor will we consider for our initial business combination any of the target businesses that were
considered by Fortress International Group, Inc. prior to its initial business combination.
Board Committees
     Upon completion of this offering, our board of directors will have an audit committee and a nominating committee. Our board of directors
will adopt a charter for the audit committee as well as a corporate code of conduct and ethics that will govern the conduct of our directors and
officers.
Audit committee
     Upon completion of this offering, our audit committee will consist of Messrs. Hutchinson, Rockwell and McNeill. Each member of our audit
committee is financially literate under the current listing standards of the American Stock Exchange, and our board of directors has determined
that Mr. McNeill qualifies as an ―audit committee financial expert,‖ as such term is defined by SEC rules.
    The audit committee will review the professional services and independence of our independent registered public accounting firm and our
accounts, procedures and internal controls. The audit committee will also select our independent registered public accounting firm, review and
approve the scope of the annual audit, review and evaluate with the independent public accounting firm our annual audit and annual consolidated
financial statements, review with management the status of internal accounting controls, evaluate problem areas having a potential financial
impact on us that may be brought to the committee’s attention by management, the independent registered public accounting firm or the board of
directors, and evaluate all of our public financial reporting documents.
    In addition, the audit committee will review and approve all expense reimbursements made to our officers or directors. Any expense
reimbursements payable to members of our audit committee will be reviewed and approved by our board of directors, with the interested director
or directors abstaining from such review and approval.
Nominating committee
    Upon completion of this offering, we will establish a nominating committee of the board of directors, which will consist of Messrs.
Hutchinson, Rockwell and McNeill, each of whom is an independent director. The nominating committee is responsible for overseeing the
selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by its members,
management, stockholders, investment bankers and others.
Code of Conduct and Ethics
    Upon the completion of this offering, we will have adopted a code of conduct and ethics applicable to our directors and officers in accordance
with applicable federal securities laws and the rules of the American Stock Exchange.
 Conflicts of Interest
    Potential investors should be aware of the following potential conflicts of interest:
   •     None of our officers and directors are required to commit their full time to our affairs and, accordingly, they will have
         conflicts of interest in allocating management time among various business activities.
   •     In the course of their other business activities, our officers and directors may become aware of investment and business
         opportunities which may be appropriate for presentation to our company as well as the other entities with which they are
         affiliated. They may have conflicts of interest in determining to which entity a particular business opportunity should be
         presented. For a complete description of our management’s other affiliations, see the previous section entitled ―Directors
         and Executive Officers‖ and later in this section.
   •     Our officers and directors may in the future become affiliated with entities, including other blank check companies,
         engaged in business activities similar to those intended to be conducted by us.
   •     Since our officers and directors indirectly own shares of our common stock and founder warrants that will be released from
         escrow only if a business combination is successfully completed and

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         indirectly own founder warrants which will expire worthless if a business combination is not consummated, our officers
         and directors, of which certain members are affiliated with Secure America Acquisition Holdings, LLC, our principal
         initial stockholder, may have a conflict of interest in determining whether a particular target acquisition is appropriate to
         effect a business combination. The financial interests of Secure America Acquisition Holdings, LLC may influence their
         motivation in identifying and selecting a target acquisition, timely completing a business combination and securing the
         release of their stock.
   •     Other than with respect to the business combination, we have not adopted a policy that expressly prohibits our directors,
         officers, special advisors, stockholders or affiliates from having a direct or indirect pecuniary interest in any investment to
         be acquired or disposed of by us or in any transaction to which we are a party or have an interest. Nor do we have a policy
         that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted
         by us. Accordingly, such parties may have an interest in certain transactions in which we are involved and may also
         compete with us.
   •     Certain members of our executive management may enter into consulting and employment agreements with us as part of a
         business combination, pursuant to which they may be entitled to compensation for their services. The personal and
         financial interests of our officers and directors may influence their motivation in identifying and selecting a target business
         and timely completing a business combination.
   In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business
opportunities to a corporation if:
   •     the corporation could financially undertake the opportunity;
   •     the opportunity is within the corporation’s line of business; and
   •     it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the
         corporation.
    Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting
business opportunities meeting the above-listed criteria to multiple entities. For example,
   •     C. Thomas McMillen is affiliated with, and owes pre-existing fiduciary duties, to Fortress International Group, Inc. as Vice
         Chairman, Homeland Security Capital Corporation as President, Chief Executive Officer and Chairman and Washington
         Capital Advisors, LLC as Founder, Chief Executive Officer, Chairman;
   •     Harvey L. Weiss is affiliated with, and owes pre-existing fiduciary duties to, Fortress International Group, Inc. as Vice
         Chairman, Vision Technologies, Inc. as a director and Forterra Systems, Inc. as a director;
   •     Asa Hutchinson is affiliated with, and owes pre-existing fiduciary duties to, Hutchinson Group LLC as Chief Executive
         Officer, Fortress International Group, Inc. as a director and SAFLINK Corporation as a director;
   •     Philip McNeill is affiliated with, and owes pre-existing fiduciary duties to, SPP Mezzanine Partners II, LLC as Managing
         Director and Chief Investment Officer and Homeland Security Capital Corporation as a director; and
   •     S. Kent Rockwell is affiliated with, and owes pre-existing fiduciary duties to, Argon ST, Inc. as Vice Chairman and Vice
         President, Corporate Development and Rockwell Venture Capital, Inc. as Chairman and President.
In addition, conflicts of interest may arise when our board evaluates a particular business opportunity with respect to the above-listed criteria. We
cannot assure you that any of the above mentioned conflicts will be resolved in our favor.
    Mark Frantz and Brian Griffin do not owe us any fiduciary duty in their capacity as our special advisors.


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     Additionally, our officers and directors may become principals of a future blank check company formed to acquire one or more operating
businesses, although they have no current intention of doing so. Furthermore, to the extent that any operating business in the homeland security
industry becomes a potential target business of such future blank check company, our officers and directors must present such opportunity to us
prior to presenting it to any such future blank check company. Accordingly, we believe, but cannot assure you, that potential conflicts of interest
in relation to any such future blank check company will be resolved in our favor.
    In order to minimize potential conflicts of interest which may arise from multiple corporate affiliations, each of our officers has agreed, until
the earliest of a business combination, our liquidation or such time as he ceases to be an officer, to present to our company for our consideration,
prior to presentation to any other entity, any business opportunity which may reasonably be required to be presented to us under Delaware law,
subject to any pre-existing fiduciary or contractual obligations he might have. We have not established any procedures to ensure that our officers
observes these obligations.
    In connection with the vote required for any business combination, our existing stockholders have agreed to vote their shares of common
stock which were owned prior to this offering in accordance with the vote of the public stockholders owning a majority of the shares of our
common stock sold in this offering. In addition, they have agreed to waive their rights to participate in any liquidation distribution with respect to
their initial shares. Any common stock acquired by our existing stockholders, officers or directors in the offering or aftermarket will be considered
part of the holdings of the public stockholders. However, our existing stockholders and our officers and directors have agreed that if they acquire
shares of our common stock in this offering or in the aftermarket, they will vote all such shares in favor of our initial business combination.
Except with respect to the conversion rights afforded to public stockholders and their obligation to vote such shares in favor of our initial business
combination, our existing stockholders, officers and directors will have the same rights as other public stockholders with respect to shares of our
common stock acquired in this offering or in the aftermarket.
     To further minimize potential conflicts of interest, we have agreed not to consummate a business combination with an entity which is
affiliated with our existing stockholders unless we have first explored transactions with respect to unaffiliated business targets, our board of
directors has determined that such a business combination would be in the best interests of our public stockholders, and we obtain an opinion from
an independent investment banking firm, which may or may not be a member of FINRA, that the business combination is fair to our unaffiliated
stockholders from a financial point of view. We currently do not anticipate entering into our initial business combination with an entity affiliated
with any of our existing stockholders. Furthermore, in no event will any of our existing officers, directors, stockholders or special advisors, or any
entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render in
order to effectuate, the consummation of our initial business combination.


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                                                         PRINCIPAL STOCKHOLDERS
     The following table sets forth information regarding the beneficial ownership of our common stock as of August 31, 2007, and as adjusted to
reflect the sale of our common stock included in the units offered by this prospectus, by:
   •     each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;
   •     each of our officers and directors; and
   •     all our officers and directors as a group.
   Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of
common stock beneficially owned by them.




                                                                                                   Approximate Percentage of
                                                                                                   Outstanding Common Stock
        Name and Address of Beneficial Owner (1)        Amount and            Before Offering and    After Offering and
                                                     Nature of Beneficial      Private Placement     Private Placement (3)
                                                         Ownership
        Secure America Acquisition Holdings,                 2,360,000                 94.4 %                 18.9 %
           LLC (2)
        C. Thomas McMillen (3)                               2,360,000                 94.4 %                 18.9 %
        Harvey L. Weiss (4)                                  2,360,000                 94.4 %                 18.9 %
        Asa Hutchinson                                          50,000                  2.0 %                    *
        Philip A. McNeill (5)                                  105,000                  4.2 %                    *
        S. Kent Rockwell (6)                                   280,000                 11.2 %                  2.2 %
        Mark A. Frantz                                          20,000                    *                      *
        James E. Maurer (7)                                     52,500                  2.1 %                    *
        Homeland Security Capital                              325,000                 13.0 %                  2.6 %
           Corporation (8)
        Brian C. Griffin (9)                                    35,000                  1.4 %                    *
        Michael T. Brigante (10)                                82,500                  3.3 %                    *
        All our officers and directors as a                  2,500,000                100.0 %                 20.0 %
           group
           (6 individuals)




(1) Unless otherwise indicated, the primary business address of each beneficial owner is 1005 North Glebe Road, Suite 550,
    Arlington, Virginia, 22201.
(2) Secure America Acquisition Holdings, LLC is the record holder of 2,360,000 shares of our common stock. Secure America
    Acquisition Holdings, LLC serves solely as a holding company with respect to our securities and has no operations. The
    membership interests of Secure America Acquisition Holdings, LLC are held as follows: C. Thomas McMillen (50.75%);
    Harvey L. Weiss (13.93%); Homeland Security Capital Corporation (13.77%); S. Kent Rockwell (10.59%); Michael Brigante
    (3.51%); James Maurer (2.22%); Philip A. McNeill (3.18%); Brian Griffin (1.06%) and Secure America Holdings, LLC (1%).
    Under the terms of the operating agreement of Secure America Acquisition Holdings, LLC, Messrs. McMillen and Weiss share
    voting and investment power with respect to all 2,360,000 shares of our common stock through their joint and equal ownership
    of all of the membership interests of Secure America Holdings, LLC. The beneficial ownership reflected in this table does not
    include 1,525,000 shares of common stock issuable upon exercise of founder warrants that are not exercisable and will not
    become exercisable within 60 days.
(3) Mr. McMillen is our Chairman and Co-Chief Executive Officer. Secure America Acquisition Holdings, LLC is the record
    holder of 2,360,000 shares of our common stock, and is controlled by Messrs. McMillen and Weiss, who share voting and
    investment power with respect to the 2,360,000 shares. As a result, Messrs. McMillen and Weiss may each be deemed to own
    beneficially all 2,360,000 shares. Mr. McMillen beneficially owns 56.26% of the membership interests of Secure America
    Acquisition Holdings, LLC, which includes 118,300 shares deemed to be beneficially owned by Mr. McMillen through his
    36.4% beneficial ownership in Homeland Security Capital Corporation and which includes 11,800 shares deemed to be
    beneficially owned by Mr. McMillen through his 50% beneficial ownership of Secure America Holdings, LLC, the managing
    member of Secure America Acquisition Holdings, LLC.

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(4) Mr. Weiss is our Co-Chief Executive Officer. Secure America Acquisition Holdings, LLC is the record holder of 2,360,000
    shares of our common stock, and is controlled by Messrs. McMillen and Weiss, who share voting and investment power with
    respect to the 2,360,000 shares. As a result, Messrs. McMillen and Weiss may each be deemed to own beneficially all
    2,360,000 shares. Mr. Weiss beneficially owns 14.4% of the membership interests of Secure America Acquisition Holdings,
    LLC, which includes 11,800 shares deemed to be beneficially owned by Mr. Weiss through his 50% beneficial ownership of
    Secure America Holdings, LLC, the managing member of Secure America Acquisition Holdings, LLC.
(5) Reflects the ownership by Mr. McNeill of 30,000 shares of our common stock as well as his ownership of 3.2% of the
    membership interests of Secure America Acquisition Holdings, LLC, which is the record holder of 2,360,000 shares of our
    common stock. Accordingly, Mr. McNeill may be deemed to own beneficially an additional 75,000 shares of our common
    stock. However, as noted in footnotes (3) and (4) above, Messrs. McMillen and Weiss share voting and investment power with
    respect to all of the 2,360,000 shares of common stock held by Secure America Acquisition Holdings, LLC.
(6) Reflects the ownership by S. Kent Rockwell of 30,000 shares of our common stock as well as his ownership of 10.5% of the
    membership interests of Secure America Acquisition Holdings, LLC, which is the record holder of 2,360,000 shares of our
    common stock. Accordingly, Mr. Rockwell may be deemed to own beneficially an additional 250,000 shares of our common
    stock. However, as noted in footnotes (3) and (4) above, Messrs. McMillen and Weiss share voting and investment power with
    respect to all of the 2,360,000 shares of common stock held by Secure America Acquisition Holdings, LLC.
(7) Mr. Maurer is our Chief Financial Officer and Secretary. Reflects the ownership by Mr. Maurer of 2.2% of the membership
    interests of Secure America Acquisition Holdings, LLC, which is the record holder of 2,360,000 shares of our common stock.
    Of his 40,000 membership interests in Secure America Acquisition Holdings, LLC, 50% shall vest after one year and 50%
    shall vest upon consummation of our initial business combination, provided Mr. Maurer is still engaged as a consultant with
    Secure America Acquisition Holdings, LLC. Accordingly, Mr. Maurer may be deemed to own beneficially 52,500 shares of
    our common stock. However, as noted in footnotes (3) and (4) above, Messrs. McMillen and Weiss share voting and
    investment power with respect to all of the 2,360,000 shares of common stock held by Secure America Acquisition Holdings,
    LLC. All unvested interests shall revert back to Secure America Acquisition Holdings, LLC.
(8) Reflects the ownership by Homeland Security Capital Corporation of 13.8% of the membership interests of Secure America
    Acquisition Holdings, LLC, which is the record holder of 2,360,000 shares of our common stock. Accordingly, Homeland
    Security Capital Corporation may be deemed to own beneficially 325,000 shares of our common stock. However, as noted in
    footnotes (3) and (4) above, Messrs. McMillen and Weiss share voting and investment power with respect to all of the
    2,360,000 shares of common stock held by Secure America Acquisition Holdings, LLC.
(9) Reflects the ownership by Dr. Griffin of 10,000 shares of our common stock as well as 1.1% of the membership interests of
    Secure America Acquisition Holdings, LLC, which is the record holder of 2,360,000 shares of our common stock.
    Accordingly, Dr. Griffin may be deemed to own beneficially an additional 25,000 shares of our common stock. However, as
    noted in footnotes (3) and (4) above, Messrs. McMillen and Weiss share voting and investment power with respect to all of the
    2,360,000 shares of common stock held by Secure America Acquisition Holdings, LLC.
(10) Reflects the ownership by Mr. Brigante of 3.5% of the membership interests of Secure America Acquisition Holdings, LLC,
     which is the record holder of 2,360,000 shares of our common stock. Accordingly, Mr. Brigante may be deemed to own
     82,500 shares of our common stock. Of 45,000 of his membership interests in Secure America Acquisition Holdings, LLC,
     50% shall vest after one year and 50% shall vest upon consummation of our initial business combination, provided Mr.
     Brigante is still employed or affiliated with Homeland Security Capital Corporation. However, as noted in footnotes (3) and
     (4) above, Messrs. McMillen and Weiss share voting and investment power with respect to all of the 2,360,000 shares of
     common stock held by Secure America Acquisition Holdings, LLC. All unvested interests shall revert back to Secure
     America Acquisition Holdings, LLC.
     Secure America Acquisition Holdings, LLC, our principal initial stockholder and an entity controlled by Messrs. McMillen and Weiss, has
agreed to purchase, in a private placement that will occur immediately prior to this offering, 1,525,000 warrants, or founder warrants, at a
purchase price of $1.00 per warrant, exercisable for common stock at a per-share price of $6.00. If we do not complete a business combination
that meets the criteria described in this prospectus, then the gross proceeds from the private placement will become part of the liquidating
distribution to our public stockholders. The founder warrants will be identical to the warrants


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offered in this offering, except that (i) the founder warrants are not subject to redemption so long as they are held by Secure America Acquisition
Holdings, LLC or one of its existing members, (ii) the founder warrants may be exercised on a cashless basis while the warrants included in the
units sold in this offering cannot be exercised on a cashless basis, (iii) upon an exercise of the founder warrants, the holders of the founder
warrants will receive unregistered shares of our common stock, and (iv) subject to certain limited exceptions, the founder warrants are not
transferable until they are released from escrow, as described below, which would only be after the consummation of our initial business
combination.
    The founder warrants will be placed in an escrow account at Continental Stock Transfer & Trust Company, acting as escrow agent, and will
not be released from escrow until the later of (i) one year after the date of this prospectus and (ii) sixty days after the consummation of our initial
business combination. In no event will the founder warrants be released from escrow prior to the consummation of our initial business
combination. The purchase price of these founder warrants will be added to the amount to be held in the trust account pending the completion of
our initial business combination. The private placement will result in an aggregate of $1,525,000 in net proceeds to us. Prior to their release from
escrow, the founder warrants may be transferred (i) to persons or entities controlling, controlled by, or under common control with Secure
America Acquisition Holdings, LLC, or to any stockholder, member, partner or limited partner of such entity, or (ii) to family members and trusts
of permitted assignees for estate planning purposes, or upon the death of any such person, to an estate or beneficiaries of permitted assignees; in
each case, such transferees will be subject to the same transfer restrictions until after we complete our initial business combination.
     Immediately after this offering, our existing stockholders, which include several of our officers and directors, will own an aggregate of 20%
of the then issued and outstanding shares of our common stock, of which 2,360,000 shares may be deemed to be beneficially owned through their
ownership of membership interests in Secure America Acquisition Holdings, LLC (which is the record owner of such shares), and an aggregate of
140,000 shares will be owned directly by Messrs. Frantz, Griffin, Hutchinson, McNeill and Rockwell (assuming none of them purchase any units
offered by this prospectus). Because of the ownership block held by our existing stockholders, such individuals may be able to effectively exercise
control over all matters requiring approval by our stockholders, including the election of directors and approval of significant corporate
transactions other than approval of a business combination. None of our existing stockholders, officers and directors has indicated to us any intent
to purchase our securities in the offering.
    All of the shares of our common stock outstanding prior to the date of this offering and all of the founder warrants will be placed in escrow
with Continental Stock Transfer & Trust Company, as escrow agent. The founder warrants will not be released from escrow until after the
consummation of a business combination. The shares of common stock held in escrow will not be released until the earliest of:
   •     the expiration of one year after a business combination is completed;
   •     our liquidation; and
   •     the consummation of a liquidation, merger, stock exchange or other similar transaction which results in all of our
         stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to
         the consummation of our initial business combination.
    During the escrow period, the holders of these shares will not be able to sell or transfer their securities except (i) to persons or entities
controlling, controlled by, or under common control with such person or entity, or to any stockholder, member, partner or limited partner of such
person or entity, or (ii) to family members and trusts of permitted assignees for estate planning purposes, or upon the death of any such person, to
an estate or beneficiaries of permitted assignees; in each case, such transferee will be subject to the same transfer restrictions as our existing
stockholders until after we complete our initial business combination. Any shares held by these transferees would remain subject to the stock
escrow agreement. If dividends are declared and payable in shares of common stock, such dividends will also be placed in escrow. If we are
unable to effect a business combination and liquidate, our existing stockholders will not receive any portion of the liquidation proceeds with
respect to common stock they own prior to the date of this prospectus.
    We consider Messrs. McMillen and Weiss and Secure America Acquisition Holdings, LLC to be our ―parents‖ and ―promoters,‖ as these
terms are defined under the federal securities laws.


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                                                           CERTAIN TRANSACTIONS
    In May 2007, we issued an aggregate of 2,500,000 shares of our common stock to Secure America Acquisition Holdings, LLC, an entity
controlled by Messrs. McMillen and Weiss, our Co-Chief Executive Officers and members of our board of directors, and certain other members
of our management for $25,000 in cash, at a purchase price of $0.01 per share.
    If the underwriters determine the size of the offering should be increased or decreased, a stock dividend or a contribution back to capital, as
applicable, would be effected in order to maintain our existing stockholders’ ownership at a percentage of the number of shares to be sold in this
offering.
    Secure America Acquisition Holdings, LLC, our principal initial stockholder and an entity controlled by Messrs. McMillen and Weiss, has
agreed to purchase, in a private placement that will occur immediately prior to this offering, 1,525,000 warrants, or founder warrants, at a
purchase price of $1.00 per warrant. Each founder warrant purchased in the private placement entitles the holder to purchase one share of our
common stock at a purchase price of $6.00 per share. In the absence of an active trading market for our securities, the $1.00 purchase price for the
founder warrants was determined jointly by the underwriters and us after reviewing and discussing comparable transactions. No other financial or
quantitative analyses were used in determining the purchase price. The purchase price of these founder warrants will be added to the amount to be
held in the trust account pending the completion of our initial business combination. The private placement will result in an aggregate of
$1,525,000 in net proceeds to us. If we do not complete one or more business combinations that meet the criteria described in this prospectus, then
the $1,525,000 of proceeds from the sale of founder warrants will become part of the amount payable to our public stockholders. upon our
dissolution and the subsequent liquidation of the trust account and the founder warrants will expire worthless. Similarly, this purchase price will
become part of any conversion amount paid to converting stockholders.
    The founder warrants will be identical to the warrants offered in this offering, except that (i) the founder warrants are not subject to
redemption so long as they are held by Secure America Acquisition Holdings, LLC or one of its existing members, (ii) the founder warrants may
be exercised on a cashless basis while the warrants included in the units sold in this offering cannot be exercised on a cashless basis, (iii) upon an
exercise of the founder warrants, the holders of the founder warrants will receive unregistered shares of our common stock, and (iv) subject to
certain limited exceptions, the founder warrants are not transferable until they are released from escrow, as described below, which would only be
after the consummation of a business combination. The founder warrants will be differentiated from warrants sold in this offering through legends
contained on the certificates representing the founder warrants indicating the restrictions and rights specifically applicable to such founder
warrants as described in this prospectus.
    Further, the holders of our 2,500,000 issued and outstanding shares of common stock on the date of this prospectus, the founder warrants and
the shares of common stock issuable upon exercise of the founder warrants will be entitled to registration rights pursuant to an agreement to be
entered into on or before the effective date of this prospectus. The holders of a majority-in-interest of these securities are entitled to make up to
two demands that we register the initial shares, the founder warrants and the shares of common stock issuable upon exercise of such founder
warrants and also have ―piggy-back‖ registration rights to participate in other registrations filed subsequent to such date. We will bear the
expenses incurred in connection with any such registration statements other than underwriting discounts or commissions for securities not sold by
us.
     Commencing on the effective date of this prospectus through the acquisition of a target business, we will pay Homeland Security Capital
Corporation a fee of up to $7,500 per month for providing us with office space and certain office and administrative services. This arrangement
was agreed to by Homeland Security Capital Corporation, an affiliate of Mr. McMillen, solely for our benefit and is not intended to provide Mr.
McMillen with compensation in lieu of a salary. We believe that such fees are at least as favorable to us as we could have obtained from an
unaffiliated person. However, as our directors may not be deemed ―independent,‖ we did not have the benefit of disinterested directors approving
this transaction. Upon completion of a business combination or our liquidation, we will no longer be required to pay these monthly fees.
    Secure America Acquisition Holdings, LLC has advanced us $150,000 as of the date of this prospectus to cover expenses related to this
offering. Such loan will be payable without interest on the earlier of June 4, 2008 or the consummation of this offering.


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    We will reimburse our officers, directors and existing stockholders for any out-of-pocket business expenses incurred by them in connection
with certain activities on our behalf such as identifying and investigating possible target businesses and business combinations. Subject to
availability of proceeds not placed in the trust account, there is no limit on the amount of accountable out-of-pocket expenses reimbursable by us.
     Other than reimbursable out-of-pocket expenses payable to our officers and directors and the general and administrative services arrangement
with Homeland Security Capital Corporation, no compensation or fees of any kind, including finders’ and consulting fees, will be paid to any of
our existing stockholders, officers or directors who owned shares of our common stock prior to this offering, or to any of their respective
affiliates, for services rendered to us prior to or with respect to our initial business combination.
    All ongoing and future transactions between us and any of our officers, directors and existing stockholders or their respective affiliates,
including loans by our officers, directors and existing stockholders, will be on terms believed by us to be no less favorable to us than are available
from unaffiliated third parties, and such transactions or loans, including any forgiveness of loans, will require prior approval in each instance by a
majority of our uninterested, ―independent‖ directors or the members of our board of directors who do not have an interest in the transaction, in
either case who have access, at our expense, to our attorneys or independent legal counsel.


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                                                        DESCRIPTION OF SECURITIES
General
    We are authorized, as of the date of this prospectus, to issue 20,000,000 shares of common stock, par value $0.0001, and 1,000,000 shares of
preferred stock, par value $0.0001. Upon consummation of this offering, we will be authorized to issue 50,000,000 shares of common stock, par
value $0.0001, and 1,000,000 shares of preferred stock, par value $0.0001. As of the date of this prospectus, 2,500,000 shares of common stock
are outstanding, held by six record holders. No shares of preferred stock are currently outstanding.
Units
   Each unit consists of one share of common stock and one warrant. Each warrant entitles the holder to purchase one share of common stock.
Each of the common stock and warrants may trade separately on the 90th day after the date of this prospectus unless the representative of the
underwriters determines that an earlier date is acceptable.
    In no event will the representative of the underwriters allow separate trading of the common stock and warrants until we file an audited
balance sheet reflecting our receipt of the gross proceeds of this offering and the underwriters’ over-allotment option has either expired or been
exercised. We will file a Current Report on Form 8-K, including an audited balance sheet, promptly after the consummation of this offering,
which is anticipated to take place three business days after the date of this prospectus. The audited balance sheet will include proceeds we receive
from the exercise of the over-allotment option if the over-allotment option is exercised prior to the filing of the Form 8-K. If the over-allotment
option is exercised after our initial filing of a Form 8-K, we will file an additional Current Report on Form 8-K including updated financial
information to reflect the exercise of the over-allotment option. Although we will not distribute copies of the Current Report on Form 8-K to
individual unit holders, the Current Report on Form 8-K will be available on the SEC’s website at http://www.sec.gov after the filing.
Common Stock
    Our stockholders are entitled to one vote for each share held of record on all matters to be voted on by stockholders. In connection with the
vote required for any business combination, all of our existing stockholders, including all of our officers and directors, have agreed to vote their
respective shares of common stock owned by them immediately prior to this offering in accordance with the majority of the public stockholders.
Any common stock acquired by our existing stockholders, officers or directors in the offering or aftermarket will be considered part of the
holdings of the public stockholders. However, our existing stockholders and our officers and directors have also agreed that if they acquire shares
of our common stock in this offering or in the aftermarket, they will vote all such shares in favor of our initial business combination. Except with
respect to the conversion rights afforded to public stockholders and their obligation to vote such shares in favor of our initial business
combination, our existing stockholders, officers and directors will have the same rights as other public stockholders with respect to shares of our
common stock that they acquire in this offering or in the aftermarket.
    Secure America Acquisition Holdings, LLC, our principal initial stockholder and an entity controlled by Messrs. McMillen and Weiss, has
also agreed to waive its rights to participate in any liquidation occurring upon our failure to consummate a business combination, but only with
respect to those shares of common stock acquired by it prior to this offering.
    We will proceed with the business combination only if a majority of the shares of common stock voted by the public stockholders are voted in
favor of the business combination and public stockholders owning less than 30% of the shares sold in this offering exercise their conversion rights
discussed below.
    Our board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of
directors being elected in each year. There is no cumulative voting with respect to the election of directors, with the result that the holders of more
than 50% of the shares voted for the election of directors can elect all of the directors.
    Pursuant to our amended and restated certificate of incorporation, if we do not consummate a business combination by [____________], 2009
[twenty four months after the consummation of this offering], our


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corporate existence will cease except for the purposes of winding up our affairs and liquidating. If we are forced to liquidate prior to a business
combination, our public stockholders are entitled to share ratably in the trust account, including any interest, and any net assets remaining
available for distribution to them after payment of liabilities. Our existing stockholders have agreed to waive their rights to share in any
distribution with respect to their initial shares.
    Our stockholders have no redemption, preemptive or other subscription rights and there are no sinking fund or redemption provisions
applicable to the common stock, except that public stockholders have the right to have their shares of common stock converted for cash equal to
their pro rata share of the trust account if they vote against our initial business combination and the business combination is approved and
completed. Public stockholders who redeem their stock into their pro rata share of the trust account still have the right to exercise the warrants that
they received as part of the units, which they have not previously sold.
    The holders of our 2,500,000 issued and outstanding shares of common stock on the date of this prospectus will be entitled to registration
rights pursuant to an agreement to be entered into prior to or on the effective date of this prospectus. The holders of a majority-in-interest of such
shares of common stock (and the founder warrants and shares of common stock issuable upon exercise of the founder warrants, as described
below) are entitled to make up to two demands that we register such securities and also have ―piggy-back‖ registration rights to participate in
other registrations filed subsequent to such date. We will bear the expenses incurred in connection with any such registration statements other than
underwriting discounts or commissions for securities not sold by us.
Preferred Stock
    Our certificate of incorporation authorizes the issuance of 1,000,000 shares of blank check preferred stock with such designation, rights and
preferences as may be determined from time to time by our board of directors. No shares of preferred stock are being issued or registered in this
offering. Accordingly, our board of directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation,
conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of common stock, although the
underwriting agreement prohibits us, prior to a business combination, from issuing preferred stock which participates in any manner in the
proceeds of the trust account, or which votes as a class with the common stock on a business combination. We may issue some or all of the
preferred stock to effect a business combination. In addition, the preferred stock could be utilized as a method of discouraging, delaying or
preventing a change in control of us. Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will
not do so in the future.
Warrants
Warrants issued as part of this offering
    Each warrant issued in this offering entitles the registered holder to purchase one share of our common stock at a price of $6.00 per share,
subject to adjustment as discussed below, at any time commencing on the later of:
   •     the completion of our initial business combination; or
   •     one year after the date of this prospectus.
    The warrants will expire on [                                                                  ], 2011 [the fourth anniversary of the date of this
prospectus] at 5:00 p.m., New York City time.
    Each of the common stock and warrants may trade separately on the 90th day after the date of this prospectus unless the representative of the
underwriters determines that an earlier date is acceptable. In no event will the representative of the underwriters allow separate trading of the
common stock and warrants until we file an audited balance sheet reflecting our receipt of the gross proceeds of this offering and the
underwriters’ over-allotment option has either expired or been exercised. We will file a Current Report on Form 8-K, including an audited balance
sheet, promptly after the consummation of this offering, which is anticipated to take place three business days after the date of this prospectus.
The audited balance sheet will include proceeds we receive from the exercise of the over-allotment option if the over-allotment option is exercised
prior to the filing of the Form 8-K. If the over-allotment option is exercised after our initial filing of a Form 8-K, we will file an additional Current
Report on Form 8-K including updated financial information to reflect the exercise of the over-allotment option. Although we


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will not distribute copies of the Current Report on Form 8-K to individual unit holders, the Current Report on Form 8-K will be available on the
SEC’s website at http://www.sec.gov after the filing.
    We may call the warrants for redemption at any time beginning one year after the completion of an initial business combination:
    •    in whole and not in part;
    •    at a price of $0.01 per warrant at any time after the warrants become exercisable;
    •    upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
    •    if, and only if, after the expiration of one year after the completion of a business combination, the reported last sale price of
         the common stock equals or exceeds $11.50 per share for any 20 trading days within a 30-trading day period ending on the
         third business day prior to the notice of redemption to warrant holders.
We will not redeem the warrants unless we have an effective registration statement covering the shares of common stock issuable upon exercise
of the warrants and a current prospectus is available throughout the 30-day notice of redemption period.
    We have established these criteria to provide warrant holders with a reasonable premium to the initial warrant exercise price as well as a
reasonable cushion against a negative market reaction, if any, to our redemption call. If the foregoing conditions are satisfied and we call the
warrants for redemption, each warrant holder shall then be entitled to exercise his or her warrant prior to the date scheduled for redemption,
however, there can be no assurance that the price of the common stock will exceed the call trigger price or the warrant exercise price after the
redemption call is made.
    The warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant
agent, and us. You should review a copy of the warrant agreement, which has been filed as an exhibit to the registration statement of which this
prospectus is a part, for a complete description of the terms and conditions applicable to the warrants.
    The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances
including in the event of a stock dividend, or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be
adjusted for issuances of common stock at a price below their exercise price.
    The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent,
with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the
exercise price, by certified check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or
privileges of holders of common stock or any voting rights until they exercise their warrants and receive shares of common stock. After the
issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all
matters to be voted on by stockholders.
     No warrants held by public stockholders will be exercisable and we will not be obligated to issue shares of common stock unless, at the time a
holder seeks to exercise such warrant, a registration statement relating to the common stock issuable upon exercise of the warrants is effective and
current and the common stock has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the
holder of the warrants. Under the terms of the warrant agreement, we have agreed to use our best efforts to meet these conditions and to maintain
a current prospectus relating to the common stock issuable upon exercise of the warrants until the expiration of the warrants. However, we cannot
assure you that we will be able to do so and, if we do not maintain a current prospectus relating to the common stock issuable upon exercise of the
warrants, holders will be unable to exercise their warrants and we will not be required to settle any such warrant exercise. If the prospectus
relating to the common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from
qualification in the jurisdictions in which the holders of the warrants reside, we will not be required to net cash settle or cash settle the warrant
exercise, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless.


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    No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a
fractional interest in a share, we will, upon exercise, round up or down to the nearest whole number the number of shares of common stock to be
issued to the warrant holder.
Founder warrants
     Secure America Acquisition Holdings, LLC, our principal initial stockholder and an entity controlled by Messrs. McMillen and Weiss, has
agreed to purchase, in a private placement that will occur immediately prior to this offering, 1,525,000 warrants, or founder warrants, at a
purchase price of $1.00 per warrant, exercisable for common stock at a per-share price of $6.00. If we do not complete a business combination
that meets the criteria described in this prospectus, then the gross proceeds from the private placement will become part of the liquidating
distribution to our public stockholders. The founder warrants will be identical to the warrants offered in this offering, except that (i) the founder
warrants are not subject to redemption so long as the founder warrants are held by Secure America Acquisition Holdings, LLC or one of its
existing members, (ii) the founder warrants may be exercised on a cashless basis while the warrants included in the units sold in this offering
cannot be exercised on a cashless basis, (iii) upon an exercise of the founder warrants, the holders of the founder warrants will receive
unregistered shares of our common stock, and (iv) subject to certain limited exceptions, the founder warrants are not transferable until they are
released from escrow, as described below, which would only be after the consummation of our initial business combination.
    The founder warrants, unlike the warrants included in the units being offered in this offering, may be exercised on a cashless basis. Exercises
on a cashless basis enable the holder to convert the value in the warrant (the fair market value of the common stock minus the exercise price of the
warrant) into shares of common stock.
     Further, Secure America Acquisition Holdings, LLC and its permitted transferees are entitled to registration rights with respect to the founder
warrants and the shares of common stock issuable upon exercise of the founder warrants pursuant to the terms of an agreement to be entered into
on or before the effective date of this prospectus in connection with the private placement. The holders of a majority-in-interest of such founder
warrants (and the shares of common stock issuable upon exercise of the founder warrants and issued and outstanding prior this offering, as
described above) are entitled to make up to two demands that we register such securities and also have ―piggy-back‖ registration rights to
participate in other registrations filed subsequent to such date. We will bear the expenses incurred in connection with any such registration
statements other than underwriting discounts or commissions for securities not sold by us.
     Prior to their release from escrow, the founder warrants are not transferable except (i) to persons or entities controlling, controlled by, or
under common control with Secure America Acquisition Holdings, LLC, or to any stockholder, member, partner or limited partner of such entity,
or (ii) to family members and trusts of permitted assignees for estate planning purposes, or upon the death of any such person, to an estate or
beneficiaries of permitted assignees; in each case, such transferees will be subject to the same transfer restrictions as Secure America Acquisition
Holdings, LLC until after we complete our initial business combination. The founder warrants will be placed in an escrow account at Continental
Stock Transfer & Trust Company, acting as escrow agent, and will not be released from escrow until the later of (i) one year after the date of this
prospectus and (ii) sixty days after the consummation of our initial business combination. In no event will the founder warrants be released from
escrow prior to the consummation of our initial business combination.
    With those exceptions, the founder warrants have terms and provisions that are identical to those of the warrants included in the units offered
pursuant to this prospectus.
Dividends
    We have not paid any dividends on our common stock to date and do not intend to pay dividends prior to the completion of a business
combination. The payment of dividends in the future will be contingent upon our revenues and earnings, if any, capital requirements and general
financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will
be within the discretion of our then board of directors. It is the present intention of our board of directors to retain all earnings, if any, for use in
our business operations and, accordingly, our board does not anticipate declaring any dividends in the foreseeable future.


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Our Transfer Agent and Warrant Agent
   The transfer agent for our securities and warrant agent for our warrants is Continental Stock Transfer & Trust Company, New York, New
York.
Shares Eligible for Future Sale
    Immediately after this offering, we will have 12,500,000 shares of common stock outstanding, or 14,000,000 shares if the underwriters’
over-allotment option is exercised in full. Of these shares, the 10,000,000 shares sold in this offering, or 11,500,000 shares if the over-allotment
option is exercised, will be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by
one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining 2,500,000 shares are restricted securities under
Rule 144, in that they were issued in private transactions not involving a public offering. None of those will be eligible for sale under Rule 144
prior to one year after the date of issuance. Notwithstanding this restriction, all such shares have been placed in escrow and will not be
transferable until the expiration of one year from our initial business combination subject to certain limited exceptions, and will only be released
prior to that date if we are forced to dissolve and liquidate, in which case the shares would be destroyed, or if we were to consummate a
transaction after the consummation of a business combination which results in our stockholders having the right to exchange their shares of
common stock for cash, securities or other property.
Rule 144
    In general, under Rule 144 as currently in effect, a person who has beneficially owned restricted shares of our common stock for at least one
year would be entitled to sell within any three-month period a number of shares that does not exceed the greater of either of the following:
   •     1% of the number of shares of common stock then outstanding, which will equal 125,000 shares immediately after this
         offering (or 140,000, if the underwriters exercise their over-allotment option in full); and
   •     the average weekly trading volume of the common stock during the four calendar weeks preceding the filing of a notice on
         Form 144 with respect to the sale.
    Sales under Rule 144 are also limited by manner of sale provisions and notice requirements and by the availability of current public
information about us.
Rule 144(k)
    Under Rule 144(k), a person who is not deemed to have been one of our affiliates at the time of or at any time during the three months
preceding a sale, and who has beneficially owned the restricted shares proposed to be sold for at least two years, including the holding period of
any prior owner other than an affiliate, is entitled to sell their shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.
SEC Position on Rule 144 Sales
    The SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after a business
combination, would act as an ―underwriter‖ under the Securities Act when reselling the securities of that blank check company. Accordingly, Rule
144 may not be available for the resale of those securities despite technical compliance with the requirements of Rule 144, in which event the
resale transactions would need to be made through a registered offering.
Registration Rights
    The holders of our 2,500,000 issued and outstanding shares of common stock on the date of this prospectus, the founder warrants, and the
shares of common stock issuable upon exercise of the founder warrants will be entitled to registration rights pursuant to an agreement to be signed
on or before the effective date of this prospectus. The holders of these securities are entitled to make up to two demands that we register the initial
shares, the founder warrants and the shares of common stock issuable upon exercise of such founder warrants and also have ―piggy-back‖
registration rights to participate in other registrations filed subsequent to such date. We will bear the expenses incurred in connection with any
such registration statements other than underwriting discounts or commissions for securities not sold by us.


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                             UNITED STATES FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS
     The following is a general discussion of material United States federal income and estate tax consequences of the acquisition, ownership, and
disposition of our units, common stock, and warrants, which we refer to collectively as our securities, purchased pursuant to this offering. This
discussion assumes that holders will hold our securities issued pursuant to this offering as capital assets within the meaning of the Internal
Revenue Code of 1986, as amended (the ―Code‖). This discussion does not address all aspects of United States federal taxation that may be
relevant to a particular investor in light of the investor’s individual investment or tax circumstances. In addition, this discussion does not address
(a) federal non-income tax laws, such as federal gift or estate tax laws, except to the limited extent that estate tax laws are expressly discussed
below, (b) state, local or non-U.S. tax consequences, (c) the special tax rules that may apply to certain investors, including without limitation,
banks, insurance companies, financial institutions, broker-dealers, taxpayers who have elected mark-to-market accounting, taxpayers that are
subject to the alternative minimum tax, tax-exempt entities, governments or agencies or instrumentalities thereof, regulated investment
companies, real estate investment trusts, S corporations, taxpayers whose functional currency is not the U.S. dollar, or United States expatriates or
former long-term residents of the United States, persons owning ten percent or more of our voting stock, or persons acquiring our securities in
consideration for services, or (d) the special tax rules that may apply to an investor that acquires, holds, or disposes of our securities as part of a
straddle, hedge, constructive sale, or conversion transaction or other integrated investment. Additionally, the discussion does not consider the tax
treatment of partnerships (and other entities treated as partnerships for U.S. federal income tax purposes) or other pass-through entities or persons
who hold our securities through such entities.
     This discussion is based on current provisions of the Code, final, temporary and proposed United States Treasury regulations, judicial
opinions, and published positions of the Internal Revenue Service, or IRS, all as in effect on the date hereof and all of which are subject to
differing interpretations or change, possibly with retroactive effect. We have not sought, and will not seek, any ruling from the IRS or any opinion
of counsel with respect to the tax consequences discussed herein, and there can be no assurance that the IRS will not take a position contrary to
the tax consequences discussed below or that any position taken by the IRS would not be sustained.
     As used in this discussion, the term ―U.S. person‖ means a person that is, for United States federal income tax purposes (i) an individual
citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for United States federal income tax purposes)
created or organized in the United States or under the laws of the United States or of any state thereof or the District of Columbia, (iii) an estate
the income of which is subject to United States federal income taxation regardless of its source, or (iv) a trust if (A) a court within the United
States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all
substantial decisions of the trust, or (B) it has in effect a valid election to be treated as a U.S. person. As used in this prospectus, the term ―U.S.
holder‖ means a beneficial owner of our securities that is a U.S. person and the term ―non-U.S. holder‖ means a beneficial owner of our securities
(other than a partnership or other entity treated as a partnership or as a disregarded entity for U.S. federal income tax purposes) that is not a U.S.
person.
    The tax treatment of a partnership and each partner thereof will generally depend upon the status and activities of the partnership and such
partner. A beneficial owner of our securities that is treated as a partnership for U.S. federal income tax purposes should consult its own tax advisor
regarding the U.S. federal income tax considerations applicable to it and its partners of the purchase, ownership and disposition of our securities.
     This discussion is only a summary of material United States federal income and estate tax consequences of the acquisition, ownership and
disposition of our securities. Investors are urged to consult their own tax advisors with respect to the particular tax consequences to them of the
acquisition, ownership and disposition of our securities, including the effect of any federal tax laws other than income and estate tax laws, any
state, local, or foreign tax laws and any applicable tax treaty.
General
     There is no authority addressing the treatment, for United States federal income tax purposes, of securities with terms substantially the same
as the units, and, therefore, such treatment is not entirely clear. Each


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unit should be treated for federal income tax purposes as an investment unit consisting of one share of our common stock and a warrant to acquire
one share of our common stock. Each holder of a unit must allocate the purchase price paid by such holder for such unit between the share of
common stock and the warrant based on their respective relative fair market values. A holder’s initial tax basis in the common stock and the
warrant included in each unit should equal the portion of the purchase price of the unit allocated thereto.
    The treatment of the units described above and a holder’s purchase price allocation are not, however, binding on the IRS or the courts. Due to
the absence of authorities that directly address instruments that are similar to the units, no assurance can be given that the IRS or the courts will
agree with the characterization described above or the discussion below, although we believe this discussion describes the proper tax treatment of
the units. Accordingly, prospective investors are urged to consult their tax advisors regarding the United States federal tax consequences of an
investment in a unit (including alternative characterizations of a unit) and with respect to any tax consequences arising under the laws of any state,
local or foreign taxing jurisdiction. Unless otherwise stated, the following discussions are based on the assumption that the treatment described
above is accepted for United States federal tax purposes.
Tax Consequences of an Investment in Our Common Stock
Dividends and Distributions
    If we pay cash distributions to holders of shares of our common stock, such distributions generally will constitute dividends for United States
federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under United States federal
income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be
applied against and will reduce (but not below zero) the holder’s adjusted tax basis in our common stock. Any remaining excess will be treated as
gain realized on the sale or other disposition of the common stock and will be treated as described under ― — Gain or Loss on Sale, Exchange or
Other Taxable Disposition of Common Stock‖ below.
    Any dividends we pay to a U.S. holder that is a taxable C-corporation generally will qualify for the dividends received deduction if the
requisite holding period is satisfied. With certain exceptions (including but not limited to dividends treated as investment income for purposes of
investment interest deduction limitations), and provided certain holding period requirements are met, qualified dividends received by a
non-corporate U.S. holder generally will be subject to tax at the maximum tax rate accorded to long-term capital gains for tax years beginning on
or before December 31, 2010, after which the rate applicable to dividends is scheduled to return to the tax rate generally applicable to ordinary
income.
    There is substantial uncertainty, however, as to whether the conversion rights with respect to the common stock, described above under
―Proposed Business — Effecting a Business Combination — Conversion Rights‖, may prevent a U.S. holder from satisfying the applicable
holding period requirements with respect to the dividends received deduction or the reduced tax rate for qualified dividends, as the case may be.
    Dividends paid to a non-U.S. holder that are not effectively connected with the non-U.S. holder’s conduct of a trade or business in the United
States generally will be subject to withholding of United States federal income tax at the rate of 30% or such lower rate as may be specified by an
applicable income tax treaty. A non-U.S. holder who wishes to claim the benefit of an applicable income tax treaty withholding rate and avoid
backup withholding, as discussed below, for dividends will be required to (a) complete IRS Form W-8BEN (or other applicable form) and certify
under penalties of perjury that such holder is not a United States person as defined under the Code and is eligible for the benefits of the applicable
income tax treaty or (b) if our common stock is held through certain foreign intermediaries, satisfy the relevant certification requirements of
applicable Treasury regulations. These forms must be updated under certain circumstances. Non-U.S. holders should consult their tax advisors
regarding their entitlement to benefits under an applicable income tax treaty and the manner of claiming the benefits of such treaty (including,
without limitation, the need to obtain a United States taxpayer identification number).
    Dividends that are effectively connected with a non-U.S. holder’s conduct of a trade or business in the United States, and, if provided in an
applicable income tax treaty, that are attributable to a permanent establishment or fixed base maintained by the non-U.S. holder in the United
States, are not subject to the United


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States withholding tax, but instead are subject to United States federal income tax on a net income basis at generally applicable United States
federal income tax rates. Certain certification and disclosure requirements must be complied with for effectively connected income or income
attributable to a permanent establishment or fixed base to be exempt from withholding. Any effectively connected dividends (attributable, if
applicable, to a permanent establishment) received by a non-U.S. holder that is treated as a foreign corporation for United States federal income
tax purposes may be subject to an additional ―branch profits tax‖ at a 30% rate, or such lower rate as may be specified by an applicable income
tax treaty.
    A non-U.S. holder eligible for a reduced rate of United States withholding tax pursuant to an income tax treaty may obtain a refund of any
excess amounts withheld by timely filing an appropriate claim for refund with the IRS.
Gain or Loss on Sale, Exchange or Other Taxable Disposition of Common Stock
     In general, a U.S. holder must treat any gain or loss recognized upon a sale, exchange or other taxable disposition of our common stock
(which would include receipt of a distribution in liquidation in the event we do not consummate a business combination within the required
timeframe) as capital gain or loss (which will be long-term capital gain or loss if the U.S. holder has held the common stock for more than one
year). There is substantial uncertainty, however, as to whether the conversion rights with respect to the common stock, described above under
―Proposed Business — Effecting a Business Combination — Conversion Rights‖, may prevent a U.S. holder from satisfying the applicable
holding period requirements. In general, a U.S. holder will recognize gain or loss in an amount equal to the difference between the sum of the
amount of cash and the fair market value of any property received in such disposition (or, if the common stock is held as part of a unit at the time
of disposition of the unit, the portion of the amount realized on such disposition that is allocated to the common stock based upon the then fair
market values of the common stock and the warrant included in the unit) and the U.S. holder’s adjusted tax basis in the common stock so disposed
of. A U.S. holder’s adjusted tax basis in the common stock generally will equal the U.S. holder’s acquisition cost (that is, as discussed above, the
portion of the purchase price of the units allocated to that common stock) less any prior return of capital. Long-term capital gain realized by a
non-corporate U.S. holder generally will be subject to a reduced maximum tax rate of 15 percent for tax years beginning on or before December
31, 2010, after which the maximum long-term capital gains tax rate is scheduled to return to 20 percent. The deduction of capital losses is subject
to limitations, as is the deduction for losses realized upon a taxable disposition by a U.S. holder of our common stock (whether or not held as part
of a unit) if, within 30 days before or after the date of such disposition, such U.S. holder has acquired (by purchase or by an exchange on which
the entire amount of gain or loss was recognized by law), or has entered into a contract or option so to acquire, substantially identical stock or
securities.
     Any gain realized by a non-U.S. holder upon a sale, exchange or other taxable disposition of our common stock (whether or not held as part
of a unit at the time of the sale, exchange, or other taxable disposition) generally will not be subject to United States federal income or
withholding tax unless: (i) the gain is effectively connected with a trade or business of the non-U.S. holder in the United States (and, if required
by an applicable income tax treaty, is attributable to a United States permanent establishment or fixed base of the non-U.S. holder), (ii) the
non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other
conditions are met, or (iii) we are or have been a ―United States real property holding corporation‖ for United States federal income tax purposes
at any time during the shorter of the five-year period ending on the date of disposition or the period that the non-U.S. holder held the common
stock, and, in the case where the shares of our common stock are regularly traded on an established securities market, the non-U.S. holder owns,
or is treated as owning, more than five percent of our common stock. There can be no assurance that our common stock will be treated as
regularly traded on an established securities market for this purpose.
    A non-U.S. holder described in clause (i) of the preceding sentence will be subject to tax on the net gain derived from the disposition at
regular United States federal income tax rates, and, in the case of a foreign corporation, may be subject to an additional branch profits tax at a
30% rate or at such lower rate as may be specified by an applicable income tax treaty. An individual non-U.S. holder described in clause (ii) of
such


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sentence will be subject to a flat 30 percent tax on the gain derived from the disposition, which may be offset by United States source capital
losses, even though the individual is not considered a resident of the United States.
    We currently are not a ―United States real property holding corporation‖. Moreover, we cannot yet determine whether we will be a ―United
States real property holding corporation‖ for United States federal income tax purposes, and will be unable to do so until we effect a business
combination. A corporation is a ―United States real property holding corporation‖ if the fair market value of its United States real property
interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus its other assets used or held for
use in a trade or business. There can be no assurance that we will not become a United States real property holding corporation in the future.
Conversion of Common Stock
     In the event that a holder converts common stock into a right to receive cash pursuant to the exercise of a conversion right, the transaction will
be treated for U.S. federal income tax purposes as a redemption of the common stock. If the conversion qualifies as a sale of common stock by a
holder under Section 302 of the Code, the holder will be treated as described under ― — Gain or Loss on Sale, Exchange or Other Taxable
Disposition of Common Stock‖ above. If the conversion does not qualify as a sale of common stock under Section 302, a holder will be treated as
receiving a corporate distribution with the tax consequences described below. Whether the conversion qualifies for sale treatment will depend
largely on the total number of shares of our stock treated as held by the holder (including any common stock constructively owned by the holder
as a result of, among other things, owning warrants). The conversion of common stock generally will be treated as a sale or exchange of the
common stock (rather than as a corporate distribution) if the receipt of cash upon the conversion (1) is ―substantially disproportionate‖ with
respect to the holder, (2) results in a ―complete termination‖ of the holder’s interest in us or (3) is ―not essentially equivalent to a dividend‖ with
respect to the holder. These tests are explained more fully below.
     In determining whether any of the foregoing tests is satisfied, a holder takes into account not only stock actually owned by the holder, but also
shares of our stock that are constructively owned by it. A holder may constructively own, in addition to stock owned directly, stock owned by
certain related individuals and entities in which the holder has an interest or that have an interest in such holder, as well as any stock the holder
has a right to acquire by exercise of an option, which would generally include common stock which could be acquired pursuant to the exercise of
the warrants. In order to meet the substantially disproportionate test: (1) the percentage of our outstanding voting stock actually and constructively
owned by the holder immediately following the conversion of common stock must, among other requirements, be less than 80 percent of the
percentage of our outstanding voting stock actually and constructively owned by the holder immediately before the conversion, and (2)
immediately after the conversion, the holder actually or constructively owns less than 50% of our voting stock. There will be a complete
termination of a holder’s interest if either (1) all of the shares of our stock actually and constructively owned by the holder are converted or (2) all
of the shares of our stock actually owned by the holder are converted and the holder is eligible to waive, and effectively waives in accordance
with specific rules, the attribution of stock owned by certain family members and the holder does not constructively own any other shares of our
stock. The conversion of the common stock will not be essentially equivalent to a dividend if a holder’s conversion results in a ―meaningful
reduction‖ of the holder’s proportionate interest in us. Whether the conversion will result in a meaningful reduction in a holder’s proportionate
interest in us will depend on particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction
in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may
constitute such a ―meaningful reduction.‖ A holder should consult with its tax advisors in order to determine the appropriate tax treatment to it of
an exercise of a conversion right.
    If none of the foregoing tests are satisfied, then the conversion will be treated as a corporate distribution and the tax effects will be as
described above under ― — Dividends and Distributions‖ above. After the application of those rules, any remaining tax basis of the holder in the
converted common stock will be added to the holder’s tax basis in his remaining common stock, or, if it has none, to the holder’s tax basis in its
warrants or possibly in other stock constructively owned by it.


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    Persons who actually or constructively own five percent (or, if our common stock is not then publicly traded, one percent) or more of our
stock (by vote or value) may be subject to special reporting requirements with respect to a conversion of our common stock. Such persons should
consult their own tax advisors with respect to those requirements.
Tax Consequences of an Investment in the Warrants
Exercise of a Warrant
    Upon its exercise of a warrant, a holder will not be required to recognize taxable gain or loss with respect to the warrant. The holder’s tax
basis in the share of our common stock received by such holder will be an amount equal to the sum of the holder’s initial investment in the
warrant ( i.e., the portion of the holder’s purchase price for a unit that is allocated to the warrant, as described above under ― — General‖) and the
exercise price ( i.e. , initially, $6.00 per share of our common stock). The holder’s holding period for the share of our common stock received
upon exercise of the warrant will begin on the date following the date of exercise (or possibly on the date of exercise) of the warrant and will not
include the period during which the holder held the warrant.
Sale, Exchange, Redemption, or Expiration of a Warrant
     Upon a sale, exchange (other than by exercise), or redemption of a warrant, a U.S. holder will be required to recognize taxable gain or loss in
an amount equal to the difference between (i) the amount realized upon such disposition (or, if the common stock and the warrants are not trading
separately at the time of the disposition, the portion of the amount realized on the disposition or expiration that is allocated to the warrant based on
the then fair market values of the common stock and the warrants included in the units) and (ii) the U.S. holder’s tax basis in the warrant (that is,
as discussed above, the portion of the U.S. holder’s purchase price for a unit that is allocated to the warrant, as described above under
― — General‖). Upon the expiration of a warrant (whether or not held as part of a unit at the time of such expiration), a U.S. holder will
recognize a taxable loss in an amount equal to the U.S. holder’s tax basis in the warrant (determined as described in the preceding sentence). Any
such gain or loss would generally be treated as capital gain or loss and will be long-term capital gain or loss if the warrant was held by the U.S.
holder for more than one year at the time of such disposition or expiration. As discussed above, the deductibility of capital losses is subject to
certain limitations, as is the deduction for losses realized upon a taxable disposition by a U.S. holder of a warrant (whether or not held as part of a
unit) if, within 30 days before or after the date of such disposition, such U.S. holder has acquired (by purchase or by an exchange on which the
entire amount of gain or loss was recognized by law), or has entered into a contract or option so to acquire, substantially identical securities.
    The federal income tax treatment of a non-U.S. holder’s gains recognized on a sale, exchange, redemption, or expiration of a warrant will
generally correspond to the federal income tax treatment of a non-U.S. holder’s gains recognized on a taxable disposition of our common stock, as
described under ― — Gain or Loss on Sale, Exchange or Other Taxable Disposition of Common Stock‖ above.
Federal Estate Tax
    Shares of our common stock owned or treated as owned by an individual who is not a U.S. citizen or resident of the United States (as
specially defined for U.S. federal estate tax purposes) at the time of death will be included in the individual’s gross estate for U.S. federal estate
tax purposes unless an applicable estate tax or other treaty provides otherwise, and therefore may be subject to U.S. federal estate tax. The
foregoing will also apply to warrants.
Information Reporting and Backup Withholding
     Under United States Treasury regulations, dividends on our common stock, proceeds from the sale, exchange, or other disposition of our
common stock or warrants, and any related withholding will be subject to information reporting requirements, regardless of whether withholding
taxes was required. In the case of a non-U.S. holder, copies of any resulting information returns may also be made available to the tax authorities
in the country in which the non-U.S. holder is a resident under the provisions of an applicable income tax treaty or agreement.


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    The gross amount of dividends or disposition proceeds paid to a holder that fails to provide the appropriate certification in accordance with
applicable United States Treasury regulations generally will be reduced by backup withholding taxes at the applicable rate (currently 28%).
    A non-U.S. holder is required to certify its foreign status under penalties of perjury or otherwise establish an exemption in order to avoid
information reporting and backup withholding on disposition proceeds where the transaction is effected by or through a United States office of a
broker. United States information reporting and backup withholding generally will not apply to a payment of proceeds of a disposition of common
stock where the transaction is effected outside the United States through a foreign office of a foreign broker. However, information reporting
requirements, but not backup withholding, generally will apply to such a payment if the broker is (i) a U.S. person, (ii) a foreign person that
derives 50% or more of its gross income for certain periods from the conduct of a trade or business in the United States, (iii) a controlled foreign
corporation as defined in the Code, or (iv) a foreign partnership with certain United States connections, unless the broker has documentary
evidence in its records that the holder is a non-U.S. holder and certain conditions are met or the holder otherwise establishes an exemption.
    Backup withholding is not an additional tax. Amounts that we withhold under the backup withholding rules may be refunded or credited
against the holder’s United States federal income tax liability, if any, provided that certain required information is furnished to the IRS in a timely
manner. Holders should consult their own tax advisors regarding application of backup withholding in their particular circumstance and the
availability of and procedure for obtaining an exemption from backup withholding under current United States Treasury regulations.


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                                                                  UNDERWRITING
    In accordance with the terms and conditions contained in the underwriting agreement, we have agreed to sell to each of the underwriters
named below, and each of the underwriters, for which SunTrust Robinson Humphrey, Inc. is acting as the representative, have severally, and not
jointly, agreed to purchase on a firm commitment basis the number of units offered in this offering set forth opposite their respective names
below:
                                Underwriters                                                  Number of Units
                                SunTrust Robinson Humphrey, Inc.
                                Morgan Joseph & Co. Inc.
                                Total                                                                10,000,000
    A copy of the underwriting agreement has been filed as an exhibit to the registration statement of which this prospectus forms a part.
    The underwriters may deliver the prospectus via email, both as a PDF document and by a link to the SEC’s website and websites hosted by
the underwriters and other parties, and the prospectus may also be made available on websites maintained by selected dealers and selling group
members participating in this offering. The underwriters may agree to allocate a number of shares to underwriters and selling group members for
sale to their online brokerage account holders. Internet distributions may be allocated by the representative to the underwriters and selling group
members that may make Internet distributions on the same basis as other allocations.
Pricing of Securities
    We have been advised by the representative that the underwriters propose to offer the units to the public at the offering price set forth on the
cover page of this prospectus. It may allow some dealers concessions not in excess of $[____] per unit.
    Prior to this offering there has been no public market for any of our securities. The public offering price of the units and the terms of the
warrants were negotiated between us and the representative. Factors considered in determining the prices and terms of the units, including the
common stock and warrants issuable upon exercise of the units, include:
   •     the history and prospects of companies whose principal business is the acquisition of other companies;
   •     prior offerings of those companies;
   •     our prospects for acquiring an operating business at attractive values;
   •     our capital structure;
   •     an assessment of our management and their experience in identifying operating companies;
   •     general conditions of the securities markets at the time of the offering; and
   •     other factors as were deemed relevant.
    However, although these factors were considered, the determination of our offering price is more arbitrary than the pricing of securities for an
operating company in a particular industry since the underwriters are unable to compare our financial results and prospects with those of public
companies operating in the same industry.
Over-Allotment Option
     We have also granted to the underwriters an option, exercisable during the 45-day period commencing on the date of this prospectus, to
purchase from us at the offering price, less underwriting discounts, up to an aggregate of 1,500,000 additional units for the sole purpose of
covering over-allotments, if any. The over-allotment option will only be used to cover the net syndicate short position resulting from the initial
distribution. The underwriters may exercise that option if the underwriters sell more units than the total number set forth in the table above.


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Commissions and Discounts
    The following table shows the public offering price, underwriting discount to be paid by us to the underwriters and the proceeds, before
expenses, to us. This table assumes the underwriters do not exercise their over-allotment option.




                                                                              Per Unit          Total Proceeds
                                Public offering price                      $     8.00       $          80,000,000
                                Underwriting discounts and                 $     0.56       $           5,600,000
                                  commissions (1) (2) (3)
                                Total (4)                                  $     7.44       $          74,400,000




(1) Includes deferred underwriting discounts and commissions equal to 30% of the gross proceeds, or $2,400,000 ($2,760,000 if
    the underwriters’ over-allotment option is exercised in full), which will be deposited in the trust account held at SunTrust
    Bank, maintained by Continental Stock Transfer & Trust Company, acting as trustee, and which the underwriters have agreed
    to defer until the consummation of our initial business combination. See ―Underwriting — Commissions and Discounts.‖
(2) No discount or commissions are payable with respect to the founder warrants purchased in the private placement.
(3) No discount or commissions are payable with respect to any units purchased in this offering by our existing stockholders.
    Accordingly, if our existing stockholders purchase units in this offering, the entire $8.00 per unit purchase price will be placed
    in the trust account.
(4) The underwriters have an option to purchase up to an additional 1,500,000 units of the Company at the public offering price,
    less underwriting discounts and commissions, within 45 days after the date of this prospectus solely to cover any
    over-allotments. If the underwriters exercise this option in full, the total public offering price, underwriting discounts and
    commissions and proceeds, before expenses to us, will be $92,000,000, $6,440,000 and $85,560,000, respectively.
Regulatory Restrictions on Purchase of Securities
   Rules of the SEC may limit the ability of the underwriters to bid for or purchase our securities before the distribution of the securities is
completed. However, the underwriters may engage in the following activities in accordance with the rules:
        Stabilizing Transactions . The underwriters may make bids or purchases for the purpose of pegging, fixing or maintaining the price of our
    securities, so long as stabilizing bids do not exceed the maximum price specified in Regulation M, which generally requires, among other
    things, that no stabilizing bid shall be initiated at or increased to a price higher than the lower of the offering price or the highest independent
    bid for the security on the principal trading market for the security.
        Over-Allotments and Syndicate Coverage Transactions. The underwriters may create a short position in our units by selling more of our
    units than are set forth on the cover page of this prospectus. If the underwriters create a short position during the offering, the representative
    may engage in syndicate covering transactions by purchasing our units in the open market. The representative may also elect to reduce any
    short position by exercising all or part of the over-allotment option.
        Penalty Bids. The representative may reclaim a selling concession from a syndicate member when the units originally sold by the
    syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.
    Stabilization and syndicate covering transactions may cause the price of the securities to be higher than they would be in the absence of these
transactions. The imposition of a penalty bid might also have an effect on the prices of the securities if it discourages resales of the securities.
     Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the
prices of our securities. These transactions may occur on the American Stock Exchange, in the over-the-counter market or on any trading market.
If any of these transactions are commenced, they may be discontinued without notice at any time.


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     The distribution of our securities will end upon the underwriters’ cessation of selling efforts and stabilization activities, provided, however, in
the event that the underwriters were to exercise their over-allotment option to purchase securities in excess of its short position, then the
distribution will not be deemed to have been completed until all of the securities have been sold.
Other Terms
    Although we are not under any contractual obligation to engage any of the underwriters to provide any services for us after this offering, and
have no present intent to do so, any of the underwriters may, among other things, introduce us to potential target businesses or assist us in raising
additional capital, as needs may arise in the future. If any of the underwriters provide services to us after this offering, we may pay such
underwriters fair and reasonable fees that would be determined at that time in an arm’s length negotiation.
Indemnification
   We have agreed to indemnify the underwriters against some liabilities, including civil liabilities under the Securities Act, or to contribute to
payments the underwriters may be required to make in this respect.
Escrow of Existing Stockholders’ Securities
    On or before the date of this prospectus, each of our existing stockholders will place the securities he, she or it owns prior to this offering,
including founder warrants purchased in the private placement, into an escrow account maintained by Continental Stock Transfer & Trust
Company, acting as escrow agent. Prior to their release from escrow, such securities may be transferred (i) to persons or entities controlling,
controlled by, or under common control with such securityholder, or to any stockholder, member, partner or limited partner of such
securityholder, or (ii) to family members and trusts of such holders or permitted assignees for estate planning purposes or, upon the death of any
such holder or permitted assignee, to an estate or beneficiaries of such holders or permitted assignees; in each case, such transferees will be
subject to the applicable escrow agreement.
    These shares of common stock will not be released from escrow until one year following the consummation of our initial business
combination, or earlier if we were to consummate a transaction after the consummation of our initial business combination which results in our
stockholders having the right to exchange their shares of common stock for cash, securities or other property. The founder warrants will not be
released from escrow until the later of (i) one year after the date of this prospectus and (ii) sixty days after the consummation of our initial
business combination. In no event will the founder warrants be released from escrow prior to the consummation of our initial business
combination.
    Units, common stock and warrants purchased by our existing stockholders in the secondary market will not be subject to this escrow.


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                                                                 LEGAL MATTERS
    The validity of the securities offered in this prospectus is being passed upon for us by Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.,
New York, New York. Bingham McCutchen LLP, New York, New York, is acting as counsel for the representative of the underwriters in this
offering.

                                                                      EXPERTS
     The financial statements included in this prospectus and in the registration statement have been audited by Goldstein Golub Kessler LLP,
independent registered public accounting firm, to the extent and for the period set forth in their report appearing elsewhere in this prospectus and
in the registration statement. The financial statements and the report of Goldstein Golub Kessler LLP are included in reliance upon their report
given upon the authority of Goldstein Golub Kessler LLP as experts in auditing and accounting.

                                          WHERE YOU CAN FIND ADDITIONAL INFORMATION
     We have filed with the SEC a registration statement on Form S-1, which includes exhibits, schedules and amendments, under the Securities
Act, with respect to this offering of our securities. Although this prospectus, which forms a part of the registration statement, contains all material
information included in the registration statement, parts of the registration statement have been omitted as permitted by rules and regulations of
the SEC. We refer you to the registration statement and its exhibits for further information about us, our securities and this offering. The
registration statement and its exhibits, as well as our other reports filed with the SEC, can be inspected and copied at the SEC’s public reference
room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information about the operation of the public reference room by
calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a web site at http://www.sec.gov which contains the Form S-1 and other
reports, proxy and information statements and information regarding issuers that file electronically with the SEC.


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                                            SECURE AMERICA ACQUISITION CORPORATION
                                                 (a corporation in the development stage)
                                                   FINANCIAL STATEMENTS
                                                           AND
                                   REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
                                                                   June 11, 2007




TABLE OF CONTENTS

                                           SECURE AMERICA ACQUISITION CORPORATION
                                               (a Corporation in the Development Stage)




         Report of Independent Registered Public Accounting Firm                                                       F-1
         Financial Statements:
         Balance Sheet                                                                                                F-2
         Statement of Operations                                                                                      F-3
         Statement of Stockholders’ Equity                                                                            F-4
         Statement of Cash Flows                                                                                      F-5
         Notes to Financial Statements                                                                             F-6 – F-10

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                              REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Secure America Acquisition Corporation
     We have audited the accompanying balance sheet of Secure America Acquisition Corporation (formerly Fortress America Acquisition
Corporation II) (a development stage company) as of June 11, 2007, and the related statements of operations, stockholders’ equity, and cash flows
for the period from May 14, 2007 (inception) to June 11, 2007. These financial statements are the responsibility of the Company’s management.
Our responsibility is to express an opinion on these financial statements based on our audit.
     We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis for our opinion.
    In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Secure America
Acquisition Corporation as of June 11, 2007 and the results of its operations and its cash flows for the period from May 14, 2007 (inception) to
June 11, 2007, in conformity with United States generally accepted accounting principles.
GOLDSTEIN GOLUB KESSLER LLP
New York, New York
June 25, 2007, except for the first paragraph of Note 1 and Note 5,
as to which the date is August 6, 2007
                                                             F-1



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                                   SECURE AMERICA ACQUISITION CORPORATION
                                           (a Development Stage Company)

                                                     BALANCE SHEET




                                                                                              June 11, 2007
                                             ASSETS
      Current assets:
        Cash                                                                              $        125,000
      Total current assets                                                                         125,000
        Deferred offering costs                                                                     47,500
      Total assets                                                                        $        172,500

                         LIABILITIES AND STOCKHOLDERS’ EQUITY
      Current liabilities:
        Note payable to stockholder                                                       $        150,000
      Total liabilities                                                                            150,000
                                         COMMITMENT
      Stockholders' equity
          Preferred stock, $.0001 par value, Authorized                                                   —
              1,000,000 shares; none issued and outstanding
          Common stock, $.0001 par value Authorized                                                     250
              20,000,000 shares 2,500,000 shares issued and outstanding
          Additional paid-in capital                                                                 24,750
          Deficit accumulated during the development stage                                           (2,500 )

          Total stockholders' equity                                                                22,500
      Total liabilities and stockholders' equity                                          $        172,500


                                        See accompanying notes to financial statements.


                                                             F-2



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                                   SECURE AMERICA ACQUISITION CORPORATION
                                           (a Development Stage Company)
                                                 STATEMENT OF OPERATIONS




                                                                                                For the Period
                                                                                                May 14, 2007
                                                                                                (Inception) to
                                                                                                June 11, 2007
      Expenses:
        Formation and operating costs                                                       $              2,500
      Net loss for the period before income taxes                                                         (2,500 )

        State and federal income taxes                                                                        —
        Net loss for the period                                                             $             (2,500 )


        Weighted average number of shares outstanding – basic and diluted                             2,500,000

        Net loss per share – basic and diluted                                              $                (.00 )




                                          See accompanying notes to financial statements.


                                                               F-3



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                                   SECURE AMERICA ACQUISITION CORPORATION
                                           (a Development Stage Company)

                                         STATEMENT OF STOCKHOLDERS’ EQUITY
                                                                                    Deficit
                                                                              Accumulated During
                                                                               the Development
                                                                                    Stage
                             Common Stock                       Addition                               Stockholders’
                                                                Paid-In                                   Equity
                                                                Capital
                            Shares             Amount

      Common shares         2,500,000         $ 250        $      24,750                   —       $        25,000
        issued
        June 5, 2007 at
        $.01 per share
      Net Loss                     —             —                    —       $        (2,500 )             (2,500 )
      Balance at June 11,   2,500,000         $ 250        $      24,750      $        (2,500 )    $        22,500
        2007



                                     See accompanying notes to financial statements.


                                                          F-4



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                            SECURE AMERICA ACQUISITION CORPORATION
                                    (a Development Stage Company)

                                          STATEMENT OF CASH FLOWS
                                                                                                           For the Period May 14, 2007
                                                                                                                  (Inception) to
                                                                                                                  June 11, 2007
         Cash flow from operating activities
           Net loss                                                                                    $                 (2,500 )
         Net cash used in operating activities                                                                           (2,500 )
         Cash flows from financing activities
           Proceeds from note payable                                                                                  150,000
           Proceeds from sale of shares of common stock                                                                 25,000
           Payment of costs related to proposed offering                                                               (47,500 )
         Net cash provided by financing activities                                                                     127,500
         Net increase in cash                                                                                          125,000
         Cash at beginning of the period                                                                                    —
         Cash at the end of the period                                                                 $               125,000


                                                See accompanying notes to financial statements.


                                                                      F-5



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                                          SECURE AMERICA ACQUISITION CORPORATION
                                                  (A Development Stage Company)

                                                  NOTES TO FINANCIAL STATEMENTS
1. Organization and Business Operations
      Fortress America Acquisition Corporation II (the ―Company‖) was incorporated in Delaware on May 14, 2007 for the purpose of effecting a
merger, stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more domestic or
international operating businesses, which the Company refers to as its initial business combination. The Company’s efforts in identifying a
prospective target business will be limited to the homeland security industry, but not businesses that design, build or maintain mission-critical
facilities. The Company changed its name to Secure America Acquisition Corporation on August 6, 2007.
    At June 11, 2007, the Company had not yet commenced any operations. All activity through June 11, 2007 relates to the Company’s
formation and the proposed public offering described below. The Company has selected December 31 as its fiscal year-end.
    The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed public offering
of up to 10,000,000 units (―Units‖) which is discussed in Note 2 (―Proposed Offering‖). The Company’s management has broad discretion with
respect to the specific application of the net proceeds of the Proposed Offering, although substantially all of the net proceeds of this Proposed
Offering are intended to be generally applied toward consummating a business combination with an operating business in the homeland security
industry (―Business Combination‖). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the
closing of the Proposed Offering, management has agreed that approximately $7.76 per Unit sold in the Proposed Offering will be held in a trust
account (―Trust Account‖) and invested in United States ―government securities‖ within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940 having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated
under the Investment Company Act of 1940 until the earlier of (i) the consummation of its first Business Combination and (ii) the liquidation of
the Company. The placing of funds in the Trust Account may not protect those funds from third party claims against the Company. Although the
Company will seek to have all vendors, providers of financing, prospective target businesses or other entities it engages, execute agreements with
the Company waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they
will execute such agreements or that such agreements, if executed, will be valid and enforcable. Two of the Company’s affiliates have agreed that
they will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses
or vendors, providers of financing, service providers or other entities that are owed money by the Company for services rendered to or contracted
for or products sold to the Company. There can be no assurance that such affiliates will be able to satisfy those obligations. The net proceeds not
held in the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general
and administrative expenses. Additionally, up to an aggregate of $1,400,000 (net of income taxes payable thereon) of interest earned on the Trust
Account balance may be released to the Company to fund working capital requirements and additional funds may be released to fund income tax
obligations.
    The Company, after signing a definitive agreement for the acquisition of a target business, is required to submit such transaction for
stockholder approval. In the event that stockholders owning 30% or more of the shares sold in the Proposed Offering vote against the Business
Combination and exercise their conversion rights described below, the Business Combination will not be consummated. All of the Company’s
stockholders prior to the Proposed Offering (―Founders‖), have agreed to vote their 2,500,000 founding shares of common stock in accordance
with the vote of the majority of the shares voted by all other stockholders of the Company (―Public Stockholders‖) with respect to any Business
Combination. After consummation of a Business Combination, these voting safeguards will no longer be applicable.
    With respect to a Business Combination which is approved and consummated, any Public Stockholder who voted against the Business
Combination may demand that the Company convert his or her shares. The per share conversion price will equal the amount in the Trust Account,
calculated as of two business days


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                                           SECURE AMERICA ACQUISITION CORPORATION
                                                   (A Development Stage Company)

                                                   NOTES TO FINANCIAL STATEMENTS
1. Organization and Business Operations – (continued)
prior to the consummation of the proposed Business Combination, divided by the number of shares of common stock held by Public Stockholders
at the consummation of the Proposed Offering. Accordingly, Public Stockholders holding 2,999,999 shares sold in the Proposed Offering may
seek conversion of their shares in the event of a Business Combination. Such Public Stockholders are entitled to receive their per share interest in
the Trust Account computed without regard to the shares of common stock held by the Founders prior to the consummation of the Proposed
Offering.
    Upon the effective date of the Proposed Offering (―Effective Date‖), the Company’s Certificate of Incorporation will be amended (i) to
provide that the Company will continue in existence only until 24 months from the Effective Date of the Proposed Offering, and (ii) to increase
the number of authorized shares to 50,000,000. If the Company has not completed a Business Combination by such date, its corporate existence
will cease and it will dissolve and liquidate. In the event of liquidation, it is likely that the per share value of the residual assets remaining
available for distribution (including Trust Fund assets) will be less than the initial public offering price per share in the Proposed Offering
(assuming no value is attributed to the warrants contained in the Units to be offered in the Proposed Offering discussed in Note 2).
    Concentration of Credit Risk — The Company maintains cash in a bank deposit account which, at times, exceeds federally insured (FDIC)
limits. The Company has not experienced any losses on this account.
    Deferred Income Taxes — Deferred income taxes are provided for the differences between bases of assets and liabilities for financial
reporting and income tax purposes. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to
be realized.
    The Company recorded a deferred income tax asset for the tax effect of temporary differences, aggregating approximately $850. In
recognition of the uncertainty regarding the ultimate amount of income tax benefits to be derived, the Company has recorded a full valuation
allowance at June 11, 2007.
    The effective tax rate differs from the statutory rate of 34% due to the increase in the valuation allowance.
    Loss Per Share — Loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding
during the period.
    Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States
of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
    New Accounting Pronouncements — Management does not believe that any recently issued, but not yet effective, accounting standards, if
currently adopted, would have a material effect on the accompanying financial statements.
2. Proposed Public Offering
    The Proposed Offering calls for the Company to offer for public sale up to 10,000,000 Units at a proposed offering price of $8.00 per Unit
(plus up to an additional 1,500,000 Units solely to cover over-allotments, if any). Each Unit consists of one share of the Company’s common
stock and one warrant. Each warrant will entitle the holder to purchase from the Company one share of common stock at an exercise price of
$6.00 commencing on the later of the completion of a Business Combination and twelve months from the effective date of the Proposed Offering
and expiring four years from the effective date of the Proposed Offering. The Company may redeem all of the warrants, at a price of $.01 per
warrant, upon 30 days’ notice while the warrants are exercisable, only in the event that the last sale price of the common stock is at least $11.50
per share for any 20 trading days within a 30 trading-day period ending on the third day prior to the


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                                             SECURE AMERICA ACQUISITION CORPORATION
                                                     (A Development Stage Company)

                                                     NOTES TO FINANCIAL STATEMENTS
2. Proposed Public Offering – (continued)
date on which notice of redemption is given. In accordance with the warrant agreement relating to the warrants to be sold and issued in the
Proposed Offering, the Company is only required to use its best efforts to maintain the effectiveness of the registration statement covering the
warrants. The Company will not be obligated to deliver securities, and there are no contractual penalties for failure to deliver securities if a
registration statement is not effective at the time of exercise. Additionally, in the event that a registration is not effective at the time of exercise,
the holder of such warrant shall not be entitled to exercise such warrant and in no event (whether in the case of a registration statement not being
effective or otherwise) will the Company be required to net cash settle the warrant exercise. Consequently, the warrants may expire unexercised
and unredeemed.
    The Company will pay the underwriters in the Proposed Offering an underwriting discount of 7.0% of the gross proceeds of the Proposed
Offering. However, the underwriters have agreed that 3.0% of the underwriting discounts will not be payable unless and until the Company
completes a Business Combination and have waived their right to receive such payment upon the Company’s liquidation if it is unable to
complete a Business Combination.
3. Deferred Offering Costs
    Deferred offering costs consist of legal fees incurred through the balance sheet date that are directly related to the Proposed Offering and that
will be charged to stockholders’ equity upon the receipt of the capital raised or charged to operations if the Proposed Offering is not completed.
4. Note Payable to Stockholder
    The Company issued an unsecured promissory note in an aggregate principal amount of $150,000 to a stockholder of the Company on June 4,
2007. The note is non-interest bearing and is payable on the earlier of June 4, 2008 or the consummation of the Proposed Offering. Due to the
short-term nature of the note, the fair value of the note approximates its carrying amount.
5. Commitments and Related Party Transactions
    The Company presently occupies office space provided by an affiliate of one of the Founders. This affiliate has agreed that, until the
Company consummates a Business Combination, it will make such office space, as well as certain office and secretarial services, available to the
Company, as may be required by the Company from time to time. The Company has agreed to pay such affiliate a total of $7,500 per month for
such services commencing on the effective date of the Proposed Offering.
     Pursuant to letter agreements which the Founders will enter into with the Company and the underwriters, the Founders will waive their right
to receive distributions with respect to their founding shares upon the Company’s liquidation.
     Secure America Acquisition Holdings, LLC, the principal initial stockholder of the Company, has agreed to purchase a total of 1,525,000
warrants (―Founder Warrants‖) at $1.00 per Founder Warrant (for an aggregate purchase price of $1,525,000) privately from the Company. This
purchase will take place immediately prior to the consummation of the Proposed Offering. All of the proceeds received from this purchase will be
placed in the Trust Account. The Founder Warrants will be identical to the warrants offered in this offering, except that (i) the Founder Warrants
are not subject to redemption so long as they are held by Secure America Acquisition Holdings, LLC or one of its existing members, (ii) the
Founder Warrants may be exercised on a cashless basis while the warrants included in the units sold in the Proposed Offering cannot be exercised
on a cashless basis, (iii) upon an exercise of the Founder Warrants, the holders of the Founder Warrants will receive unregistered shares of the
Company’s common stock, and (iv) subject to certain limited exceptions, the Founder Warrants are not transferable until they are released from
escrow, as described below, which would only be after the consummation of a Business Combination. The Founder Warrants will be
differentiated from


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                                             SECURE AMERICA ACQUISITION CORPORATION
                                                     (A Development Stage Company)

                                                     NOTES TO FINANCIAL STATEMENTS
5. Commitments and Related Party Transactions – (continued)
warrants sold as part of the Units in the Proposed Offering through legends contained on the certificates representing the Founder Warrants
indicating the restrictions and rights specifically applicable to such Founder Warrants as described in this prospectus.
    Exercising warrants on a ―cashless basis‖ means that, in lieu of paying the aggregate exercise price for the shares of common stock being
purchased upon exercise of the warrant in cash, the holder forfeits a number of shares issuable upon exercise of the warrant with a market value
equal to such aggregate exercise price. Accordingly, the Company would not receive additional proceeds to the extent the Founder Warrants are
exercised on a cashless basis. Warrants included in the Units sold in the Proposed Offering are not exercisable on a cashless basis and the exercise
price with respect to these warrants will be paid directly to the Company. The Founder Warrants will be placed in an escrow account at
Continental Stock Transfer & Trust Company, acting as escrow agent, and will not be released from escrow until the later of (i) one year after the
date of this prospectus and (ii) sixty days after the consummation of the Company’s initial Business Combination. In no event will the Founder
Warrants be released from escrow prior to the consummation of the Company’s initial Business Combination.
     Except for transfers to members of Secure America Acquisition Holdings, LLC, the Founder Warrants will not be transferable (except in
limited circumstances) or salable by the purchaser until the Company consummates a Business Combination, and will be non-redeemable so long
as the purchaser or one of its members holds such warrants. The holders of the Founder Warrants and the underlying shares of common stock will
be entitled to registration rights under an agreement to be signed on or before the date of the Proposed Offering to enable their resale commencing
on the date such warrants become exercisable. The Company has elected to make the Founder Warrants non-redeemable in order to provide the
purchaser and its member transferees a potentially longer exercise period for those warrants because they will bear a higher risk while being
required to hold such warrants until the consummation of a Business Combination. With those exceptions, the Founder Warrants have terms and
provisions that are substantially identical to those of the warrants being sold as part of the Units in the Proposed Offering.
     Prior to their release from escrow, the Founder Warrants may be transferred (i) to persons or entities controlling, controlled by, or under
common control with Secure America Acquisition Holdings, LLC, or to any stockholder, member, partner or limited partner of such entity, or (ii)
to family members and trusts of permitted assignees for estate planning purposes, or, upon the death of any such person, to an estate or
beneficiaries of permitted assignees; in each case, such transferees will be subject to the same transfer restrictions as Secure America Acquisition
Holdings, LLC until after the Company completes its initial business combination. If the purchaser or member transferees acquire warrants for
their own account in the open market, any such warrants will be redeemable. If the Company’s other outstanding warrants are redeemed and the
market price of a share of the Company’s common stock rises following such redemption, holders of the Founder Warrants could potentially
realize a larger gain on exercise or sale of those warrants than is available to other warrant holders, although the Company does not know if the
price of its common stock would increase following a warrant redemption. If the Company’s share price declines in periods subsequent to the
redemption of the warrants and Secure America Acquisition Holdings, LLC or one of its existing members continue to hold the Founder
Warrants, the value of the Founder Warrants still held by such persons may also decline.
    The Company has also agreed to pay the fees to the underwriters in the Proposed Offering as described in Note 2 above.
6. Preferred Stock
   The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as
may be determined from time to time by the Board of Directors.


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                                           SECURE AMERICA ACQUISITION CORPORATION
                                                   (A Development Stage Company)

                                                   NOTES TO FINANCIAL STATEMENTS
6. Preferred Stock – (continued)
     The agreement with the underwriters prohibits the Company, prior to a Business Combination, from issuing preferred stock which participates
in the proceeds of the Trust Account or which votes as a class with the Common Stock on a Business Combination.


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                                                                   $80,000,000

                                                   Secure America Acquisition Corporation

                                                                 10,000,000 units
PROSPECTUS



             SunTrust Robinson Humphrey

                   Morgan Joseph




                                          , 2007
    Until                                                                                                                                     , 2007, [




                                                                ] days after the date of this prospectus, all dealers that effect transactions in these
securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to
deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
    No dealer, salesperson or any other person is authorized to give any information or make any representations in connection with this offering
other than those contained in this prospectus and, if given or made, the information or representations must not be relied upon as having been
authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities
offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or
solicitation is not authorized or is unlawful.




TABLE OF CONTENTS




                                                                        PART II

                                             INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
    The estimated expenses payable by us in connection with the offering described in this Registration Statement (other than the underwriting
discount and commissions) will be as follows:
               Initial Trustees’ fee                                                                         $            1,000 (1)
               SEC Registration Fee                                                                                         4,943
               FINRA filing fee                                                                                            16,600
               Accounting fees and expenses                                                                                50,000
               Printing and engraving expenses                                                                             65,000
               Legal fees and expenses                                                                                    300,000
               American Stock Exchange application and listing fee                                                         70,000
               Miscellaneous                                                                                            117,457 (2)
               Total                                                                                         $            625,000




(1) In addition to the initial acceptance fee that is charged by Continental Stock Transfer & Trust Company, as trustee, we will be
    required to pay to Continental Stock Transfer & Trust Company annual fees of $3,000 plus an income distribution processing
    fee of $250 for acting as trustee, approximately $4,800 for acting as transfer agent of our common stock, approximately $2,400
    for acting as warrant agent for our warrants and approximately $1,800 for acting as escrow agent.
(2) This amount represents additional expenses that may be incurred by us in connection with the offering over and above those
    specifically listed above, including distribution and mailing costs.
Item 14. Indemnification of Officers and Directors.
    Our certificate of incorporation provides that all directors, officers, employees and agents of the registrant shall be entitled to be indemnified
by us to the fullest extent permitted by Section 145 of the Delaware General Corporation Law.
    Section 145 of the Delaware General Corporation Law concerning indemnification of officers, directors, employees and agents is set forth
below.
    ―Section 145. Indemnification of officers, directors, employees and agents; insurance.
   (a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of
the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the
person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the
person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that the person’s conduct was unlawful.
    (b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is
or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including


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attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person
acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
    (c) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.
    (d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in
the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such
determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors
designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (4) by the stockholders.
    (e) Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to
be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers
or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.
    (f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in
another capacity while holding such office.
    (g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such
capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against
such liability under this section.
     (h) For purposes of this section, references to ―the corporation‖ shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section
with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate
existence had continued.
    (i) For purposes of this section, references to ―other enterprises‖ shall include employee benefit plans; references to ―fines‖ shall include any
excise taxes assessed on a person with respect to any employee benefit


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plan; and references to ―serving at the request of the corporation‖ shall include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan,
its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner ―not opposed to the best interests of the
corporation‖ as referred to in this section.
    (j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
    (k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or
indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court
of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).‖
    Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to the court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
    Paragraph B of Article Eighth of our certificate of incorporation provides:
    ―The Corporation, to the full extent permitted by Section 145 of the GCL, as amended from time to time, shall indemnify all persons whom it
may indemnify pursuant thereto. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal,
administrative, or investigative action, suit or proceeding for which such officer or director may be entitled to indemnification hereunder shall be
paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as
authorized hereby.‖
    Pursuant to the Underwriting Agreement filed as Exhibit 1.1 to this Registration Statement, we have agreed to indemnify the underwriters and
the underwriters have agreed to indemnify us against certain civil liabilities that may be incurred in connection with this offering, including
certain liabilities under the Securities Act.
Item 15. Recent Sales of Unregistered Securities.
    (a) During the past three years, we sold the following shares of common stock without registration under the Securities Act:




               Name of Beneficial Owner                                                                        Number of Shares
               Secure America Acquisition Holdings, LLC                                                                 2,360,000
               Asa Hutchinson                                                                                              50,000
               Philip A. McNeill                                                                                           30,000
               S. Kent Rockwell                                                                                            30,000
               Mark A. Frantz                                                                                              20,000
               Brian C. Griffin                                                                                            10,000
               Total                                                                                                    2,500,000

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    Such shares were issued on June 5, 2007, in connection with our organization pursuant to the exemption from registration contained in
Section 4(2) of the Securities Act as they were sold to sophisticated, wealthy individuals. Secure America Acquisition Holdings, LLC is an
accredited investor and was formed for the purpose of investing in us. There are nine investors in this entity, each of whom is an accredited
investor as defined under Rule 501 of Regulation D under the Securities Act. The shares issued to the individuals and entities above were sold for
an aggregate offering price of $25,000, or $0.01 per share. No underwriting discounts or commissions were paid with respect to such sales.
    In addition, Secure America Acquisition Holdings, LLC, our principal initial stockholder and an entity controlled by Messrs. McMillen and
Weiss, has committed to purchase from us 1,525,000 founder warrants at a purchase price of $1.00 per warrant (for an aggregate purchase price of
$1,525,000). This purchase will take place on a private placement basis immediately prior to the consummation of our initial public offering. This
issuance will be made pursuant to the exemption from registration contained in Section 4(2) of the Securities Act. No underwriting discounts or
commissions will be paid with respect to such sale.
Item 16. Exhibits and Financial Statement Schedules.
    (a) The following exhibits are filed as part of this Registration Statement:




         Exhibit No.                                                           Description
                1.1          Form of Underwriting Agreement
                3.1          Certificate of Incorporation filed on May 14, 2007*
                3.2          Amendment to Certificate of Incorporation filed on August 6, 2007*
                3.3          Form of Amended and Restated Certificate of Incorporation to be filed upon effectiveness*
                3.4          By-laws*
                4.1          Specimen Unit Certificate*
                4.2          Specimen Common Stock Certificate*
                4.3          Specimen Warrant Certificate*
                4.4          Form of Founder Warrant Purchase Agreement between the Registrant and Secure America
                             Acquisition Holdings, LLC*
                4.5          Form of Warrant Agreement between Continental Stock Transfer and Trust Company and the
                             Registrant
               5.1           Opinion of Mintz Levin Cohn Ferris Glovsky and Popeo, PC
              10.1           Letter Agreement among the Registrant, SunTrust Robinson Humphrey and C. Thomas
                             McMillen*
              10.2           Letter Agreement among the Registrant, SunTrust Robinson Humphrey and Harvey L. Weiss*
              10.3           Letter Agreement among the Registrant, SunTrust Robinson Humphrey and Asa Hutchinson*
              10.4           Letter Agreement among the Registrant, SunTrust Robinson Humphrey and Philip A. McNeill*
              10.5           Letter Agreement among the Registrant, SunTrust Robinson Humphrey and S. Kent Rockwell*
              10.6           Letter Agreement among the Registrant, SunTrust Robinson Humphrey and Brian C. Griffin*
              10.7           Letter Agreement among the Registrant, SunTrust Robinson Humphrey and Mark A. Frantz*
              10.8           Letter Agreement among the Registrant, SunTrust Robinson Humphrey and James A. Maurer*
              10.9           Letter Agreement among the Registrant, SunTrust Robinson Humphrey and Secure America
                             Acquisition Holdings, LLC*
              10.10          Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust
                             Company and the Registrant
             10.11           Form of Stock Escrow Agreement by and among the Registrant, Continental Stock Transfer &
                             Trust Company and the Existing Stockholders*
             10.12           Form of Founder Warrant Escrow Agreement by and among the Registrant, Continental Stock
                             Transfer & Trust Company and Secure America Acquisition Holdings, LLC*
             10.13           Form of Services Agreement between Homeland Security Capital Corporation and the
                    Registrant*
          10.14     Promissory Note, dated June 4, 2007, issued to Fortress America Acquisition Holdings, LLC*
          10.15     Form of Registration Rights Agreement by and among the Registrant and the Existing
                    Stockholders*

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      Exhibit No.                                              Description
          10.16     Form of Subscription Agreement by and between the Registrant and Fortress America
                    Acquisition Holdings, LLC*
          10.17     Form of Subscription Agreement by and between the Registrant and Brian C. Griffin*
          10.18     Form of Subscription Agreement by and between the Registrant and Philip A. McNeill*
          10.19     Form of Subscription Agreement by and between the Registrant and Asa Hutchinson*
          10.20     Form of Subscription Agreement by and between the Registrant and Mark Frantz*
          10.21     Form of Subscription Agreement by and between the Registrant and S. Kent Rockwell*
          10.22     Side Letter Agreement by and among the Registrant, C. Thomas McMillen, Harvey L. Weiss
                    and Secure America Holdings, LLC*
          14.1      Code of Conduct and Ethics*
          23.1      Consent of Goldstein Golub Kessler LLP
          23.2      Consent of Mintz Levin Cohn Ferris Glovsky and Popeo, PC (included in Exhibit 5.1)
          24        Power of Attorney (included on the signature page of this Registration Statement)*
*   Previously filed.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
    (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration
        statement:
       (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
       (ii)      To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most
                 recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in
                 the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in
                 volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered)
                 and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of
                 prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
                 represent no more than 20 percent change in the maximum aggregate offering price set forth in the ―Calculation of
                 Registration Fee‖ table in the effective registration statement.
       (iii)      To include any material information with respect to the plan of distribution not previously disclosed in the
                  registration statement or any material change to such information in the registration statement; provided, however,
                  that:
               (A) Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the
                   information required to be included in a post-effective amendment by those paragraphs is contained in reports filed
                   with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities
                   Exchange Act of 1934 that are incorporated by reference in the registration statement; and
               (B) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3
                   or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is
                   contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section
                   15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is
                   contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

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    (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment
        shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
        securities at that time shall be deemed to be the initial bona fide offering thereof;
    (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain
        unsold at the termination of the offering.
    (4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
       (i) If the registrant is relying on Rule 430B:
               (A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration
                   statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
               (B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement
                   in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of
                   providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and
                   included in the registration statement as of the earlier of the date such form of prospectus is first used after
                   effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As
                   provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such
                   date shall be deemed to be a new effective date of the registration statement relating to the securities in the
                   registration statement to which that prospectus relates, and the offering of such securities at that time shall be
                   deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration
                   statement or prospectus that is part of the registration statement or made in a document incorporated or deemed
                   incorporated by reference into the registration statement or prospectus that is part of the registration statement will,
                   as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that
                   was made in the registration statement or prospectus that was part of the registration statement or made in any such
                   document immediately prior to such effective date; or
       (ii)      If the registrant is subject to Rule 430C; each prospectus filed pursuant to Rule 424(b) as part of a registration
                 statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses
                 filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it
                 is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus
                that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into
                the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of
                contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement
                or prospectus that was part of the registration statement or made in any such document immediately prior to such date
                of first use.
   (5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the
       initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the
       undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the
       securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
       communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such
       securities to such purchaser:
        (i) Any preliminary prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
            424;

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        (ii)    Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or
                referred to by the undersigned registrant;
        (iii)    The portion of any other free writing prospectus relating to the offering containing material information about the
                 undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
        (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements,
    certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to
    each purchaser.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933, as may be amended, may be permitted to
    directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has
    been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as
    expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other
    than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in
    the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in
    connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been
    settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is
    against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes that:
   (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of
       prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus
       filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this
       registration statement as of the time it was declared effective.
   (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains
       a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the
       offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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                                                                  SIGNATURES
    Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York on August 31, 2007.
                                      SECURE AMERICA ACQUISITION CORPORATION
                                     By:




                                           /s/ C. Thomas McMillen
                                            C. Thomas McMillen
                                           Co-Chief Executive Officer
    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities held on the dates indicated.




         Signature                                                          Title                                       Date
         /s/ Harvey L.                            Co-Chief Executive Officer, Director                           August 31, 2007
         Weiss                                    (principal executive officer)
    Harvey L. Weiss
/s/ C. Thomas            Co-Chief Executive Officer, Chairman           August 31, 2007
McMillen                 (principal executive officer)




    C. Thomas McMillen
/s/ James                Chief Financial Officer and Secretary          August 31, 2007
Maurer                   (principal financial and accounting officer)




      James Maurer
/s/                      Director                                       August 31, 2007
*
      Asa Hutchinson
/s/                       Director   August 31, 2007
*




      Philip A. McNeill
/s/                       Director   August 31, 2007
*
           S. Kent Rockwell
*   By executing their names hereto, C. Thomas McMillen and Harvey L. Weiss are signing this document on behalf of the persons
    indicated above pursuant to the powers of attorney duly executed by such persons and filed with the Securities and Exchange
    Commission.
                                                               10,000,000 Units

                                          SECURE AMERICA ACQUISITION CORPORATION




                                                      UNDERWRITING AGREEMENT

                                                                                                                            ___________, 2007

SunTrust Robinson Humphrey, Inc.,
  As Representative of the Several Underwriters
3333 Peachtree Road, NE
Atlanta, GA 30326


Ladies and Gentlemen:

                 Secure America Acquisition Corporation, a Delaware corporation (the ―Company‖), proposes to sell to the several
underwriters named on Schedule I hereto for which SunTrust Robinson Humphrey, Inc. is acting as representative (in such capacity, the
―Representative‖) an aggregate of 10,000,000 units (the ―Firm Units‖), with each unit consisting of one share (collectively, the ―Unit Shares‖)
of the Company’s common stock, $.0001 par value (the ―Common Stock‖), and one warrant (collectively, the ―Warrants‖) to purchase
Common Stock (the ―Firm Units‖). The Company also proposes to sell, at the Underwriters’ option, an aggregate of up to 1,500,000 additional
units of the Company (the ―Option Units‖ and, together with the Firm Units, the ―Units‖) as set forth below. The terms of the Warrants are
provided for in the form of the Warrant Agreement (defined herein). The Units, the Unit Shares, the Warrants and the Common Stock
underlying the Warrants (the ―Warrant Shares,‖ and, together with the Unit Shares, the ―Shares‖) are herein collectively called the ―Securities.‖

                  The Unit Shares and the Warrants will not be separately tradeable until the ninetieth day following the date of the Prospectus
(as hereinafter defined) unless the Representative determines that an earlier date is acceptable, subject to (a) the preparation of an audited
balance sheet of the Company reflecting receipt by the Company of the proceeds of the offering and the filing of such audited balance sheet
with the Securities and Exchange Commission (the ―Commission‖) on a Form 8-K or similar form by the Company which includes such
balance sheet and (b) the Company issuing a press release announcing when such separate trading will begin. Each Warrant entitles its holder,
upon exercise, to purchase one Warrant Share for $6.00 during the period commencing on the later of the consummation by the Company of its
―Business Combination‖ or one year after the date of effectiveness (the ―Effective Date‖) of the Registration Statement (as hereinafter defined)
under the Act (as hereinafter defined) and terminating on the four-year anniversary of the Effective Date. As used herein, the term ―Business
Combination‖ (as described more fully in the Registration Statement) shall mean the Company’s initial acquisition, or acquisition of control, of
one or more operating businesses through a merger, capital stock exchange, stock purchase, asset acquisition or other similar business
combination in the homeland security industry.
                 The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental
Stock Transfer & Trust Company (the ―Trustee‖), as trustee, in substantially the form filed as an exhibit to the Registration Statement (the
―Trust Agreement‖), pursuant to which certain proceeds of the offering of the Securities will be deposited and held in a trust account (the
―Trust Account‖) for the benefit of the Company and holders of the Firm Units and the Option Units, if and when issued.

                   The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants with
Continental Stock Transfer & Trust Company, as warrant agent (the ―Warrant Agent‖), in substantially the form filed as an exhibit to the
Registration Statement (the ―Warrant Agreement‖), pursuant to which the Warrant Agent will act as warrant agent in connection with the
issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants (as hereinafter defined).

                   The Company has entered into Subscription Agreements, dated as of _________, 2007 (the ―Subscription Agreements‖),
with Secure America Acquisition Holdings, LLC (―SAAH‖), Asa Hutchinson, Philip A. McNeill, S. Kent Rockwell, Mark A. Frantz and Brian
C. Griffin (the ―Initial Stockholders‖), pursuant to which the Initial Stockholders have purchased an aggregate of 2,500,000 shares of Common
Stock (the ―Founder Shares‖) at an aggregate price of $25,000.

                   The Company has entered into a Warrant Purchase Agreement, dated as of ________, 2007, with SAAH (the ―Warrant
Purchase Agreement‖), pursuant to which SAAH has agreed to purchase an aggregate of 1,525,000 Warrants (the ―Private Placement
Warrants‖) for a price per Warrant of $1.00, for a total of $1,525,000, in a private placement to be completed prior to the offering of the Units
(the ―Private Placement‖). The Private Placement Warrants possess terms identical to the Warrants except with respect to the exercise thereof
and certain transfer restrictions applicable thereto, as set forth in the Warrant Purchase Agreement.

                 The Company has entered into an agreement (the ―Services Agreement‖), dated as of the date hereof, with Homeland
Security Capital Corporation (―HSCC‖), an affiliate of the Company’s Chairman, pursuant to which the Company will pay an aggregate
monthly fee of $7,500 for general and administrative services, including office space, utilities and secretarial support, for a period of up to
twenty-four (24) months following the Effective Date, terminating upon the completion of a Business Combination.

                   The Company has entered into a Registration Rights Agreement, dated as of the date hereof, in substantially the form filed as
an exhibit to the Registration Statement (the ―Registration Rights Agreement‖), pursuant to which the Company has granted certain registration
rights in respect of the Founder Shares, the Private Placement Warrants and the Common Stock underlying the Private Placement Warrants.
                    The Company has caused to be duly executed and delivered letters by each Initial Stockholder and each of the Company’s
directors, officers and special advisors, filed as exhibits to the Registration Statement (as the same may be amended or supplemented from time
to time, the ―Insider Letters‖), pursuant to which each of the Initial Stockholders and each of the Company’s directors, officers and special
advisors agrees to certain matters, including but not limited to, certain matters relating to the voting of shares of Common Stock owned by
them, if any, and certain other matters described as being agreed to by them under the ―Proposed Business‖ section of the Statutory Prospectus
(as defined below) and the Prospectus.

                 The Company has entered into, and has caused to be duly executed and delivered by each Initial Stockholder, a Stock Escrow
Agreement, dated as of the date hereof, with the Trustee, as trustee, in substantially the form filed as an exhibit to the Registration Statement
(the ―Stock Escrow Agreement‖), pursuant to which the Founder Shares will be deposited and held in trust.

                  The Company has entered into, and has caused to be duly executed and delivered by SAAH, a Warrant Escrow Agreement,
dated as of the date hereof, with the Trustee, as trustee, in substantially the form filed as an exhibit to the Registration Statement (the ―Warrant
Escrow Agreement‖), pursuant to which the Private Placement Warrants will be deposited and held in trust.

                  1.   Representations and Warranties of the Company .

                  The Company represents and warrants to each of the Underwriters as follows:

                             (a) A registration statement on Form S-1 (File No. 333-144028) with respect to the Securities has been prepared
by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the ―Act‖), and the rules and regulations (the
―Rules and Regulations‖) of the Securities and Exchange Commission (the ―Commission‖) thereunder and has been filed with the Commission.
Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules
and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been
delivered by the Company to the Representative. Such registration statement, together with any registration statement filed by the Company
pursuant to Rule 462(b) under the Act, is herein referred to as the ―Registration Statement,‖ which shall be deemed to include all information
omitted therefrom in reliance upon Rules 430A or 430C under the Act and contained in the Prospectus referred to below, has become effective
under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. ―Prospectus‖
means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act.
Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a ―Preliminary
Prospectus.‖ Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or
supplement to any of the foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein, and, in
the case of any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any
supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rule 424(b) under the Act, and
prior to the termination of the offering of the Securities by the Underwriters. The Company has filed with the Commission a Form 8-A (File
Number 001-____) providing for the registration under the Securities Exchange Act of 1934, as amended (the ―Exchange Act‖), of the
Securities, which registration is effective on the date hereof.
                            (b) As of the Applicable Time (as defined below) and as of the Closing Date or the Option Closing Date (each
such term as defined below), as the case may be, the Statutory Prospectus (as defined below) and the information included in Schedule II hereto
(collectively, the ―General Disclosure Package‖) did not and will not include any untrue statement of a material fact or omitted or will omit to
state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading, provided, however, that the Company makes no representations or warranties as to information contained in or omitted from the
General Disclosure Package, in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of the
Underwriters, specifically for use therein, it being understood and agreed that the only such information is that described in Section 12 herein.
As used in this subsection and elsewhere in this Agreement:

                                                     (i) ―Applicable Time‖ means ______ [a/p] m (New York time) on the date of this
                  Agreement or such other time as agreed to by the Company and the Representative.

                                                         (ii) ―Statutory Prospectus‖ as of any time means the Preliminary Prospectus relating to
                  the Securities that is included in the Registration Statement immediately prior to such time.

                             (c) The Registration Statement contains, and the Prospectus and any amendments or supplements thereto will
contain, all statements which are required to be stated therein by, and will conform to, the requirements of the Act and the Rules and
Regulations. The Registration Statement and any amendment thereto do not contain, and will not contain, any untrue statement of a material
fact and do not omit, and will not omit, to state a material fact required to be stated therein, in light of the circumstances under which they were
made, or necessary to make the statements therein not misleading. The Prospectus and any amendments and supplements thereto do not
contain, and will not contain, any untrue statement of a material fact, and do not omit, and will not omit, to state a material fact required to be
stated therein or necessary to make the statements therein not misleading; provided, however, that the Company makes no representations or
warranties as to information contained in or omitted from the Registration Statement or the Prospectus, or any such amendment or supplement,
in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of any of the Underwriters, specifically
for use therein, it being understood and agreed that the only such information is that described in Section 12 herein.
                             (d) The Units, the Warrants and the Common Stock have been duly listed, and admitted and authorized for
trading, subject only to official notice of issuance, on the American Stock Exchange, and the Company knows of no reason or set of facts
which is likely to adversely affect such approval. Neither the Commission nor any state regulatory authority has issued any order preventing or
suspending the use of any Preliminary Prospectus or the Prospectus relating to the proposed offering of the Securities or has instituted or, to the
Company’s knowledge, threatened to institute any proceedings with respect to such an order. Neither the Commission nor any state regulatory
authority has issued any order preventing or suspending the effectiveness of the Registration Statement, and no proceeding for that purpose or
pursuant to Section 8A of the Act has been instituted or is pending or is contemplated or threatened by the Commission.

                             (e) The information set forth under the caption ―Capitalization‖ in the Registration Statement and the Prospectus
is true and correct. All of the Securities conform to the description thereof contained in the Registration Statement and the Prospectus. The
certificates for the Securities are in valid, sufficient and proper form.

                             (f) The agreements and documents described in the Registration Statement, the Statutory Prospectus and the
Prospectus conform, to the extent described therein, in all material respects to the descriptions thereof contained therein. There is no franchise,
contract or other document of a character required to be described in the Registration Statement, Statutory Prospectus or Prospectus, or to be
filed as an exhibit thereto, which is not described or filed as required (and the Statutory Prospectus contains in all material respects the same
description of the foregoing matters contained in the Prospectus), and the statements in the Statutory Prospectus and the Prospectus under the
headings ―Principal Stockholders,‖ ―Certain Transactions,‖ ―Description of Securities‖ and ―Legal Matters‖ insofar as such statements
summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters,
agreements, documents or proceedings.

                            (g) The Company has been duly incorporated and is validly existing as a corporation in good standing under the
laws of the State of Delaware, with full corporate power and authority to own or lease, as the case may be, its properties and conduct its
business as described in the Registration Statement and the Prospectus. The Company is duly qualified to transact business in all jurisdictions
in which the conduct of its business requires such qualification. The Company has no subsidiaries, direct or indirect.
                             (h) All issued and outstanding shares of Common Stock have been duly and validly authorized and issued and are
fully paid and nonassessable. The offers and sales of the outstanding Common Stock were at all relevant times either registered under the Act,
the applicable state securities and Blue Sky laws or, based in part on the representations and warranties of the purchasers of such shares of
Common Stock, exempt from such registration requirements. The holders of outstanding shares of capital stock of the Company are not entitled
to preemptive or other rights to subscribe for securities, and, except as set forth in the Registration Statement and the Prospectus, no options,
warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any
securities for, shares of capital stock of or ownership interests in the Company are outstanding.

                            (i) The Units have been duly authorized and, when executed by the Company and countersigned, and issued and
delivered against payment therefor by the Underwriters pursuant to this Agreement, will be validly issued. The holders of such Units are not
and will not be subject to personal liability by reason of being such holders; such Units are not and will not be subject to any preemptive or
other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of
such Units (other than such execution, countersignature and delivery at the time of issuance) has been duly and validly taken.

                            (j) The Unit Shares have been duly authorized and, when executed by the Company and countersigned, and issued
and delivered against payment therefor by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and non-assessable.
The holders of such Unit Shares are not and will not be subject to personal liability by reason of being such holders; such Unit Shares are not
and will not be subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be
taken for the authorization, issuance and sale of such Common Stock (other than such execution, countersignature and delivery at the time of
issuance) has been duly and validly taken.

                             (k) The Warrants included in the Units, when executed, authenticated, issued and delivered in the manner set
forth in the Warrant Agreement against payment therefor by the Underwriters pursuant to this Agreement, will be duly authorized, duly
executed, authenticated, issued and delivered, and will constitute valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws
affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

                            (l) The Warrant Shares have been duly authorized and, when executed by the Company and countersigned, and
issued and delivered against payment therefor pursuant to the Warrants and the Warrant Agreement, will be validly issued, fully paid and
non-assessable. The holders of such Warrant Shares are not and will not be subject to personal liability by reason of being such holders; such
Common Stock is not and will not be subject to any preemptive or other similar contractual rights granted by the Company; and all corporate
action required to be taken for the authorization, issuance and sale of such Common Stock (other than such execution, countersignature and
delivery at the time of issuance) has been duly and validly taken.
                            (m) Except as set forth in the Registration Statement and the Prospectus, no holders of any securities of the
Company, or any rights exercisable for or convertible or exchangeable into securities of the Company, have the right to require the Company to
register any such securities under the Act or to include any such securities in a registration statement to be filed by the Company.

                         (n) Except as set forth in the Registration Statement and the Prospectus, no securities of the Company have been
sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling, controlled by, or under common control
with the Company from its date of incorporation through and including the date hereof.

                            (o) Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any
securities which are required to be ―integrated‖ pursuant to the Act with the offer and sale of the Securities pursuant to the Registration
Statement.

                          (p) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding
agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited
by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general
applicability.

                           (q) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and
binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be
limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of
general applicability.

                           (r) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and
binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be
limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of
general applicability.

                            (s) The Warrant Purchase Agreement has been duly authorized, executed and delivered by the Company and
SAAH, and is a valid and binding agreement of the Company and SAAH, enforceable against the Company and SAAH in accordance with its
terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from
time to time in effect and by equitable principles of general applicability. The entire $1,525,000 of proceeds from the sale of the Private
Placement Warrants has been deposited in the Trust Account in accordance with the terms of the Warrant Purchase Agreement.
                            (t) Each Subscription Agreement has been duly authorized, executed and delivered by the Company and the
respective Initial Stockholder, and is a valid and binding agreement of the Company and the respective Initial Stockholder, enforceable against
the Company and such Initial Stockholder in accordance with its terms except as the enforceability thereof may be limited by bankruptcy,
insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

                           (u) The Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and
binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be
limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of
general applicability.

                           (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is
a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability
thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by
equitable principles of general applicability.

                            (w) Each of the Insider Letters has been duly authorized, executed and delivered by each of the individuals party
thereto and is a valid and binding agreement of each of such parties, enforceable against each of them in accordance with its terms except as the
enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect
and by equitable principles of general applicability.

                             (x) The financial statements of the Company, together with related notes and schedules as set forth in the
Registration Statement and the Prospectus, present fairly the financial position and the results of operations and cash flows of the Company at
the indicated dates and for the indicated periods. Such financial statements and related schedules have been prepared in accordance with
generally accepted principles of accounting in the United States (―GAAP‖), consistently applied throughout the periods involved, except as
disclosed therein, and all adjustments necessary for a fair presentation of results for such periods have been made. The summary and selected
financial and statistical data included or incorporated by reference in the Registration Statement and the Prospectus present fairly the
information shown therein and such data has been compiled on a basis consistent with the financial statements presented therein and the books
and records of the Company. The pro forma financial statements and other pro forma financial information included in the Registration
Statement and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and
guidelines with respect to pro forma financial statements, have been properly compiled on the pro forma bases described therein, and, in the
opinion of the Company, the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to
give effect to the transactions or circumstances referred to therein. The Company does not have any material liabilities or obligations, direct or
contingent (including any off balance sheet obligations or any ―variable interest entities‖ within the meaning of Financial Accounting Standards
Board Interpretation No. 46), not disclosed in the Registration Statement and the Prospectus. There are no financial statements (historical or pro
forma) that are required to be included in the Registration Statement or the Prospectus that are not included as required.
                           (y) Goldstein Golub Kessler LLP (―GGK‖), who has certified the financial statements that are filed with the
Commission as part of the Registration Statement and the Prospectus, is an independent registered public accounting firm with respect to the
Company within the meaning of the Act and the applicable Rules and Regulations and the Public Company Accounting Oversight Board
(United States) (the ―PCAOB‖). GGK has not, during the periods covered by the financial statements included in the Statutory Prospectus and
the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.

                             (z) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurances
that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is
permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared
with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

                          (aa) The Company has good and marketable title to all of the properties and assets reflected in the financial
statements hereinabove described or described in the Registration Statement and the Prospectus, subject to no lien, mortgage, pledge, charge or
encumbrance of any kind except those reflected in such financial statements or described in the Registration Statement and the Prospectus. The
Company occupies its leased properties under valid and binding leases.

                            (bb) There are no transfer taxes or other similar fees or charges under federal law or the laws of any state, or any
political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale by the
Company of the Securities. The Company has filed all federal, state, local and foreign tax returns which have been required to be filed and have
paid all taxes indicated by such returns and all assessments received by it to the extent that such taxes have become due. All tax liabilities have
been adequately provided for in the financial statements of the Company, and the Company does not know of any actual or proposed additional
material tax assessments.
                            (cc) Since the respective dates as of which information is given in the Registration Statement and the Prospectus,
as each may be amended or supplemented, there has not been any material adverse change or any development involving a prospective material
adverse change in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise), or
prospects of the Company, whether or not occurring in the ordinary course of business, and there has not been any material transaction entered
into or any material transaction that is probable of being entered into by the Company, other than transactions in the ordinary course of business
and changes and transactions described in the Registration Statement and the Prospectus, as each may be amended or supplemented. The
Company has no material contingent obligations which are not disclosed in the Company’s financial statements which are included in the
Registration Statement and the Prospectus.

                             (dd) There is no action, suit, claim or proceeding pending, or to the knowledge of the Company threatened,
against the Company or, pending, or to the knowledge of the Company threatened, against any of the Company’s stockholders immediately
prior to the offering of the Units, before any court or administrative agency or otherwise which if determined adversely to the Company would
either (i) have, individually or in the aggregate, a material adverse effect on the earnings, business, management, properties, assets, rights,
operations, condition (financial or otherwise) or prospects of the Company or (ii) prevent the consummation of the transactions contemplated
hereby (the occurrence of any such effect or any such prevention described in the foregoing clauses (i) and (ii) being referred to as a ―Material
Adverse Effect‖), except as set forth in the Registration Statement and the Prospectus.

                            (ee) The Company is not, nor with the giving of notice or lapse of time or both, will it be, (i) in violation of its
certificate of incorporation, as amended and in effect on the date hereof (the ―Certificate of Incorporation‖), bylaws, as amended and in effect
on the date hereof (the ―Bylaws‖), or other organizational documents or (ii) in violation of or in default under any agreement, lease, contract,
indenture or other instrument or obligation to which it is a party or by which it, or any of its properties, is bound and, solely with respect to this
clause (ii), which violation or default could reasonably be expected to have a Material Adverse Effect.

                             (ff) The Company possesses all licenses, certificates, permits and other authorizations issued by the appropriate
federal, state or foreign regulatory authorities necessary to conduct its business, and the Company has not received any notice of proceedings
relating to the revocation or modification of any such license, certificate, authorization or permit.

                            (gg) Each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory,
administrative or other governmental body necessary in connection with the execution and delivery by the Company of this Agreement, the
Trust Agreement, the Warrant Agreement, the Subscription Agreements, the Warrant Purchase Agreement, the Registration Rights Agreement,
the Services Agreement and the Insider Letters and the consummation of the transactions herein contemplated (except such additional steps as
may be required by the Commission, the Financial Industry Regulatory Authority ("FINRA"), or such additional steps as may be necessary to
qualify the Securities for public offering by the Underwriters under state securities or Blue Sky laws) has been obtained or made and is in full
force and effect.
                            (hh) There is and has been no failure on the part of the Company to comply in all material respects with any
provision of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated by the Commission and the American
Stock Exchange thereunder (the ―Sarbanes-Oxley Act‖). The Company has taken all necessary actions to ensure that it is in compliance with all
provisions of the Sarbanes-Oxley Act that are in effect and with which the Company is required to comply and is actively taking steps to ensure
that it will be in compliance with other provisions of the Sarbanes-Oxley Act not currently in effect or which will become applicable to the
Company.

                            (ii) The Company has established and maintains ―disclosure controls and procedures‖ (as defined in Rules
13a-14(c) and 15d-14(c) under the Exchange Act); the Company’s ―disclosure controls and procedures‖ are reasonably designed to ensure that
all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and regulations of the Exchange
Act, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions
regarding required disclosure and to make the certifications of the Chairman and Chief Financial Officer of the Company required under the
Exchange Act with respect to such reports.

                             (jj) There is and has been no failure on the part of the Company or any of the Company’s officers or directors, in
their capacities as such, to comply with (as and when applicable), and immediately following the Effective Date the Company will be in
compliance with, (a) Part 8 of the American Stock Exchange’s ―AMEX Company Guide,‖ as amended and (b) all other provisions of the
American Stock Exchange corporate governance requirements set forth in the AMEX Company Guide, as amended.

                           (kk) The operations of the Company are and have been conducted at all times in compliance with applicable
financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable
money laundering statutes and applicable rules and regulations thereunder (collectively, the ―Money Laundering Laws‖), and no action, suit or
proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the
Money Laundering Laws is pending or, to the Company’s knowledge, threatened.

                            (ll) Neither the Company nor any director, officer, agent, employee or affiliate of the Company is currently
subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (―OFAC‖); and the
Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any
subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S.
sanctions administered by OFAC.
                          (mm) None of the Company, the Initial Stockholders or, to the knowledge of the Company, any officer or director
of the Company has violated: (a) the Bank Secrecy Act, as amended, (b) the Money Laundering Laws, or (c) the Uniting and Strengthening of
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, and/or the rules
and regulations promulgated under any such law, or any successor law.

                             (nn) None of the Company, the Initial Stockholders, or, to the knowledge of the Company, any director or officer
of the Company is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign
Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the ―FCPA‖), including, without limitation, making use
of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or
authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any
―foreign official‖ (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political
office, in contravention of the FCPA; and the Company has conducted its businesses in compliance with the FCPA and has instituted and
maintains policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance
therewith.

                             (oo) No relationship, direct or indirect, exists between or among any of the Company and any director, officer,
shareholder, special advisor, customer or supplier of the Company which is required by the Act or the Exchange Act to be described in the
Registration Statement or the Prospectus which is not described as required. There are no outstanding loans, advances (except normal advances
for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company to or for the benefit of any of the
officers or directors of the Company or any of their respective family members, except as disclosed in the Registration Statement and the
Prospectus. The Company has not extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the
form of a personal loan to or for any director or officer of the Company.

                            (pp) The statistical, industry-related and market-related data included in the Registration Statement, the General
Disclosure Package and the Prospectus are based on or derived from sources which the Company reasonably and in good faith believes are
reliable and accurate, and such data agree with the sources from which they are derived.

                             (qq) Neither the Company nor any of its affiliates, has taken or will take, directly or indirectly, any action
designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of
the price of any securities of the Company to facilitate the sale or resale of the Securities.
                            (rr) The Company is not nor, after giving effect to the offering and sale of the Securities contemplated hereunder
and the application of the net proceeds from such sale as described in the Prospectus, will the Company be an ―investment company‖ within the
meaning of such term under the Investment Company Act of 1940 as amended (the ―1940 Act‖), and the rules and regulations of the
Commission thereunder.

                            (ss) The Initial Stockholders have waived any and all rights and claims they may have with respect to the Founder
Shares to participate in any distributions occurring upon the Company’s failure to consummate a Business Combination.

                           (tt) The Company has not, directly or indirectly, distributed and will not distribute any offering material in
connection with the offering and sale of the Units other than any Preliminary Prospectus and the Prospectus.

                           (uu) There are no relationships or related-party transactions involving the Company or any other person required
to be described in the Registration Statement or the Prospectus which have not been described as required.

                             (vv) The Company has not offered, or caused the Underwriters or their affiliates to offer, Securities to any person
with the specific intent to unlawfully influence (i) a customer or supplier of the Company to alter the customer’s or supplier’s level or type of
business with the Company, or (ii) a trade journalist or publication to write or publish favorable information about the Company or its products.

                             (ww) The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the
Trust Agreement, the Subscription Agreements, the Warrant Purchase Agreement, the Registration Rights Agreement and the Services
Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with
the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a breach of, or
conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition
of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which
the Company is a party except pursuant to the Trust Agreement; (ii) result in any violation of the provisions of the Certificate of Incorporation
or the Bylaws; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court,
domestic or foreign, having jurisdiction over the Company or any of its properties or business.

                             (xx) To the knowledge of the Company, all information contained in the questionnaires completed by the Initial
Stockholders and the directors, officer and special advisors and provided to the Representative as an exhibit to his or her Insider Letter is true
and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in
the questionnaires completed by each Initial Stockholder, director, officer and special advisor to become inaccurate and incorrect in any
material respect.
                           (yy) Except as described in the Statutory Prospectus and the Prospectus, there are no claims, payments,
arrangements, contracts, agreements or understandings relating to the payment of a brokerage commission or finder’s, consulting, origination
or similar fee by the Company or any Initial Stockholder with respect to the sale of the Securities hereunder or any other arrangements,
agreements or understandings of the Company or any Initial Stockholder that may affect the Underwriters’ compensation, as determined by the
FINRA.

                             (zz) The Company has not made any direct or indirect payments (in cash, securities or otherwise) to (i) any
person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the
Company persons who raised or provided capital to the Company, (ii) any FINRA member, or (iii) any person or entity that has any direct or
indirect affiliation or association with any FINRA member, within the 12 months prior to the Effective Date.

                              (aaa) None of the net proceeds of the offering will be paid by the Company to any participating FINRA member
or its affiliates, except as specifically authorized herein or except as may be paid in connection with an initial Business Combination and/or one
or more other transactions after the initial Business Combination, including without limitation in connection with the payment of investment
banking fees, fees in connection with fairness opinions and the like.

                             (bbb) Based on questionnaires distributed to such persons, no officer, director or any beneficial owner of the
Company’s unregistered securities has any direct or indirect affiliation or association with any FINRA member. The Company will advise the
Representative if it learns that any officer or director is or becomes an affiliate or associated person of an FINRA member participating in the
offering.

                         (ccc) Upon delivery and payment for the Firm Units on the Closing Date, the Company will not be subject to Rule
419 under the Act and none of the Company’s outstanding securities will be deemed to be a ―penny stock‖ as defined in Rule 3a-51-1 under the
Exchange Act.

                            (ddd) Except as disclosed in the Registration Statement and the Prospectus, no Initial Stockholder, employee,
officer or director of the Company is subject to any non-competition or non-solicitation agreement with any employer or prior employer which
could materially adversely affect his ability to be an Initial Stockholder, employee, officer and/or director of the Company.
                           (eee) The Company does not have any specific Business Combination under consideration and the Company has
not (nor has anyone on its behalf) contacted any prospective acquisition candidate or had any discussions, formal or otherwise, with respect to
such a transaction.

                          (fff) The Company has not prepared or used an Issuer Free Writing Prospectus, as such term is defined in Rule
433 under the Act in connection with the offering of the Units.

                  2.   Purchase, Sale and Delivery of the Firm Units .

                            (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions
herein set forth, the Company agrees to sell to the several Underwriters and the Underwriters agree severally and not jointly, to purchase, at a
price of $7.68 per unit (including $0.24 per Firm Unit to be held in the Trust Account as deferred discount and commissions (the ―Deferred
Underwriting Discount‖), the number of Firm Units set forth on Schedule I subject to adjustments in accordance with Section 13 hereof.

                             (b) Payment for the Firm Units to be sold hereunder is to be made in Federal (same day) funds against delivery of
certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the
facilities of The Depository Trust Company, New York, New York (―DTC‖) at 10:00 a.m., New York time, on the third business day after the
date of this Agreement (or the fourth business day following the date of this Agreement, if the Registration Statement is declared effective after
4:30 p.m., New York time) or at such other time and date not later than five business days thereafter as the Representative and the Company
shall agree upon, such time and date being herein referred to as the ―Closing Date.‖ (As used herein, ―business day‖ means a day on which the
New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or
executive order to be closed.) Payment for the Firm Units shall be made as follows: $73,675,000 of the proceeds received by the Company for
the Firm Units, together with $2,400,000 of Deferred Underwriting Discount shall be deposited in the Trust Account pursuant to the terms of
the Trust Agreement and the remaining $725,000 of the proceeds received by the Company for the Firm Units shall be paid to the order of the
Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm
Units (or through the facilities of DTC) for the several accounts of the Underwriters. The Firm Units shall be registered in such name or names
and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The
Company will permit the Representative to examine and package the Firm Units for delivery at least one full business day prior to the Closing
Date.
                             (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and
conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase the Option Units at the price per unit as set
forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any
time before the Closing Date and/or (ii) only once thereafter within 45 days after the date of this Agreement, by the Representative, to the
Company setting forth the number of Option Units as to which the Underwriters are exercising the option and the time and date at which such
certificates are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the
Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to
the Closing Date (such time and date being herein referred to as the ―Option Closing Date‖). If the date of exercise of the option is three or
more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the
Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters. The
Representative may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the
extent, if any, that the option is exercised, payment for the Option Units shall be made on the Option Closing Date in Federal (same day funds)
through the facilities of DTC drawn to the order of the Company. Payment for the Option Units shall be made on the Option Closing Date by
wire transfer in Federal (same day) funds, as follows: $7.68 per Option Unit sold shall be deposited in the Trust Account pursuant to the Trust
Agreement (including $0.24 per Option Unit to be held in the Trust Account as Deferred Underwriting Discount) upon delivery to the
Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Units sold (or through the
facilities of DTC) for the several accounts of the Underwriters.

                  3.   Offering by the Underwriters .

                  It is understood that the Underwriters are to make a public offering of the Firm Units as soon as the Representative deems it
advisable to do so. The Firm Units are to be initially offered to the public at the initial public offering price set forth in the Prospectus.

                  4.   Covenants of the Company .

                  The Company covenants and agrees with each of the Underwriters that:

                            (a) The Company will (A) prepare and timely file with the Commission under Rule 424(b) under the Act a
Prospectus in a form approved by the Representative containing information previously omitted at the time of effectiveness of the Registration
Statement in reliance on Rules 430A and 430C under the Act, (B) not file any amendment to the Registration Statement or distribute an
amendment or supplement to the Prospectus of which the Representative shall not previously have been advised and furnished with a copy or to
which the Representative shall have reasonably objected in writing or which is not in compliance with the Rules and Regulations and (C) file
on a timely basis all reports and any definitive proxy or information statements required to be filed by the Company with the Commission
subsequent to the date of the Prospectus and prior to the termination of the offering of the Securities by the Underwriters.
                           (b) The Company will advise the Representative promptly (A) when the Registration Statement or any
post-effective amendment thereto shall have become effective, (B) of receipt of any comments from the Commission, (C) of any request of the
Commission for amendment of the Registration Statement or for supplement to the Prospectus or for any additional information and (D) of the
issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any order preventing or suspending
the use of any Preliminary Prospectus or the Prospectus, or of the institution of any proceedings for that purpose or pursuant to Section 8A of
the Act. The Company will use its best efforts to prevent the issuance of any such order and to obtain as soon as possible the lifting thereof, if
issued.

                            (c) The Company will cooperate with the Underwriters in endeavoring to qualify the Securities for sale under the
securities laws of such jurisdictions as the Representative may reasonably have designated in writing and will make such applications, file such
documents, and furnish such information as may be reasonably required for that purpose, provided the Company shall not be required to
qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction where it is not now so qualified or required
to file such a consent. The Company will, from time to time, prepare and file such statements, reports, and other documents, as are or may be
required to continue such qualifications in effect for so long a period as the Representative may reasonably request for distribution of the
Securities.

                            (d) The Company will deliver to, or upon the order of, the Underwriters, from time to time, as many copies of any
Preliminary Prospectus as the Representative may reasonably request. The Company will deliver to, or upon the order of, the Representative
during the period when delivery of a Prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Act) (the ―Prospectus
Delivery Period‖) is required under the Act, as many copies of the Prospectus in final form, or as thereafter amended or supplemented, as the
Representative may reasonably request. The Company will deliver to the Representative, at or before the Closing Date, signed copies of the
Registration Statement and all amendments thereto including all exhibits filed therewith, and will deliver to the Representative such number of
copies of the Registration Statement (including such number of copies of the exhibits filed therewith that may reasonably be requested), and of
all amendments thereto, as the Representative may reasonably request.

                             (e) The Company will comply with the Act and the Rules and Regulations, and the Exchange Act, and the rules
and regulations of the Commission thereunder, so as to permit the completion of the distribution of the Units as contemplated in this
Agreement and the Prospectus. If during the period in which a prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the
Act) is required by law to be delivered by the Underwriters or any dealer, any event shall occur as a result of which, in the judgment of the
Company or in the reasonable opinion of the Representative, it becomes necessary to amend or supplement the Prospectus in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading, or, if it is necessary at any time to amend or
supplement the Prospectus to comply with any law, the Company promptly will prepare and file with the Commission an appropriate
amendment to the Registration Statement or supplement to the Prospectus so that the Prospectus as so amended or supplemented will not, in
light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with the law.
                             (f) If the General Disclosure Package is being used to solicit offers to buy the Units at a time when the Prospectus
is not yet available to prospective purchasers and any event shall occur as a result of which, in the judgment of the Company or in the
reasonable opinion of the Representative, it becomes necessary to amend or supplement the General Disclosure Package in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading, or to make the statements therein not conflict
with the information contained in the Registration Statement then on file, or if it is necessary at any time to amend or supplement the General
Disclosure Package to comply with any law, the Company promptly will prepare, file with the Commission (if required) and furnish to the
Underwriters and any dealers an appropriate amendment or supplement to the General Disclosure Package.

                            (g) The Company will make generally available to its security holders, as soon as it is practicable to do so, but in
any event not later than 15 months after the Effective Date, an earnings statement (which need not be audited) in reasonable detail, covering a
period of at least 12 consecutive months beginning after the Effective Date, which earnings statement shall satisfy the requirements of Section
11(a) of the Act and Rule 158 under the Act and will advise the Representative in writing when such statement has been so made available.

                            (h) Prior to the Closing Date, the Company will furnish to the Representative, as soon as they have been prepared
by or are available to the Company, a copy of any unaudited interim financial statements of the Company for any period subsequent to the
period covered by the most recent financial statements appearing in the Registration Statement and the Prospectus.

                            (i) The Company shall, on the date hereof, retain its registered independent certified public accountants to audit
the financial statements of the Company as of the Closing Date (the ―Audited Financial Statements‖) reflecting the receipt by the Company of
the proceeds of the sale of the Underwritten Securities. As soon as the Audited Financial Statements become available, the Company shall
immediately file a Current Report on Form 8-K with the Commission, which Report shall contain the Company’s Audited Financial
Statements. Additionally, upon the Company’s receipt of the proceeds from the exercise of all or any portion of the option provided for in
Section 2(c) hereof, the Company shall immediately file a Current Report on Form 8-K with the Commission, which report shall disclose the
Company’s sale of the Option Securities and its receipt of the proceeds therefrom.
                            (j) For a period of at least five (5) years from the Effective Date or until such earlier time that the Company is
required to be liquidated, the Company, at its expense, shall cause its regularly engaged registered independent certified public accountants to
review (but not audit) the Company’s financial statements for each of the first three fiscal quarters of each year prior to the announcement of
quarterly financial information, the filing of the Company’s Form 10-Q quarterly report and the mailing, if any, of quarterly financial
information to stockholders.

                           (k) The Company hereby agrees that until the Company consummates a Business Combination, it shall not issue
any shares of Common Stock or any options or other securities convertible into Common Stock, or any shares of preferred stock which
participate in any manner in the Trust Account or which vote as a class with the Common Stock on the Business Combination.

                           (l) The Company will use its best efforts to effect and maintain the listing of the Securities on the American Stock
Exchange. For a period of at least five (5) years from the Effective Date, or until such earlier time upon which the Company is required to be
liquidated, the Company will use its best efforts to maintain the registration of the Units, Common Stock and Warrants under the provisions of
the Exchange Act. The Company will not deregister the Units, Common Stock and Warrants under the Exchange Act without the prior written
consent of the Representative.

                          (m) The Company shall apply the net proceeds of its sale of the Securities as set forth in the Registration
Statement and the Prospectus and shall file such reports with the Commission with respect to the sale of the Securities and the application of
the proceeds therefrom as may be required in accordance with Rule 463 under the Act.

                          (n) The Company shall not invest, or otherwise use the proceeds received by the Company from its sale of the
Securities in such a manner as would require the Company or any of the Subsidiaries to register as an investment company under the 1940 Act.

                           (o) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the
Company, a registrar for the Common Stock.

                           (p) The Company will not take, directly or indirectly, any action designed to cause or result in, or that has
constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company.

                           (q)   In no event will the fees payable under the Services Agreement be more than $7,500 per month in the
aggregate.
                           (r) Except as set forth in this paragraph 4(r), the Company shall not pay any Initial Stockholder or any of their
affiliates any fees or compensation from the Company, for services rendered to the Company prior to, or in connection with, the consummation
of a Business Combination; provided that the Initial Stockholders shall be entitled to reimbursement from the Company for their out-of-pocket
expenses incurred in connection with seeking and consummating a Business Combination.

                          (s) The Company will reserve and keep available that maximum number of its authorized but unissued securities
which are issuable upon exercise of any of the Securities outstanding from time to time.

                             (t) As soon as legally required to do so, the Company and its directors and officers, in their capacities as such,
shall take all actions necessary to comply with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in
connection therewith (the ―Sarbanes-Oxley Act‖), including Section 402 related to loans and Sections 302 and 906 related to certifications.

                          (u) The Company and any of the Company’s directors or officers, in their capacities as such, shall take all actions
necessary to comply with any provision of (i) Part 8 of the AMEX Company Guide and (b) all other provisions of the American Stock
Exchange corporate governance requirements set forth in the AMEX Company Guide.

                            (v) The Company shall not take any action or omit to take any action that would cause the Company to be in
breach or violation of its Certificate of Incorporation, as amended, or Bylaws, as amended.

                            (w) Prior to the consummation of a Business Combination or the liquidation of the Trust Account, the Company
shall not issue any shares of Common Stock, Warrants or any options or other securities convertible into Common Stock, or any shares of
preferred stock which participate in any manner in the Trust Account or which vote as a class with the Common Stock on a Business
Combination.

                            (x) The Company agrees that it will use its best efforts to prevent the Company from becoming subject to Rule
419 under the Act prior to the consummation of any Business Combination.

                            (y) The Company hereby agrees that prior to commencing its due diligence investigation of any operating
business which the Company seeks to acquire for its initial Business Combination (―Target Business‖) or obtaining the services of any vendor
or service provider or other entity, it will use its best efforts to cause the Target Business or vendor or service provider or other entity with
which the Company executes an agreement to execute a waiver letter in the form attached hereto as Exhibit A.
                            (z) Upon the consummation of the initial Business Combination, the Company will pay to the Underwriter the
Deferred Underwriting Discount, less $0.24 per share held by holders of the Common Stock issued as part of the Units in this offering (―IPO
Shares‖) who exercised their conversion rights. Payment of the Deferred Underwriting Discount will be made out of the proceeds of this
offering held in the Trust Account. The Underwriters shall have no claim to payment of any interest earned on the portion of the proceeds held
in the Trust Account representing the Deferred Underwriting Discount. If the Company fails to consummate its initial Business Combination
within the required time period set forth in the Registration Statement, the Deferred Underwriting Discount will not be paid to the Underwriters
and will, instead, be included in the liquidation distribution of the proceeds held in the Trust Account made to the holders of the IPO Shares. In
connection with any such liquidation distribution, the Underwriters will forfeit any rights or claims to the Deferred Underwriting Discount,
including any accrued interest thereon.

                           (aa) In the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the
Company in its search for a merger candidate or to provide any other merger and acquisition services, the Company will provide the following
to the FINRA and the Representative prior to the consummation of the Business Combination: (i) complete details of all such services and
copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition services
should not be considered an ―underwriter and related person‖ with respect to the Company’s initial public offering, as such term is defined in
Rule 2710 of the FINRA’s Conduct Rules. The Company also agrees that proper disclosure of such arrangement or potential arrangement will
be made in the proxy statement which the Company will file for purposes of soliciting stockholder approval for the Business Combination.

                  5.    Costs and Expenses .

                              (a) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation,
printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto),
each Preliminary Prospectus, the Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery
(including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary
Prospectus, the Prospectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in
connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the
Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or
reproduction) and delivery of this Agreement and all other agreements or documents printed (or reproduced) and delivered in connection with
the offering of the Securities; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the American
Stock Exchange; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several
states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification);
(vii) any filings required to be made with FINRA (including filing fees and the reasonable fees and expenses of counsel for the Underwriters
relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Company representatives, but not the
Representative or its representatives, in connection with ―road show‖ presentations; (ix) the fees and expenses of the Company’s accountants
and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the
performance by the Company of its obligations hereunder.
                           (b) If this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or
because this Agreement is terminated by the Underwriters pursuant to Section 10(a)(i) hereof, or by reason of any failure, refusal or inability on
the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its
part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of the Underwriters, the Company shall
reimburse the Underwriters for reasonable documented out-of-pocket expenses, including fees and disbursements of counsel, reasonably
incurred in connection with investigating, marketing and proposing to market the Units or in contemplation of performing their obligations
hereunder; but the Company shall not in any event be liable to the Underwriters for damages on account of loss of anticipated profits from the
sale by it of the Units.

                  6.   Conditions of Obligations of the Underwriters .

                  The obligation of the Underwriters to purchase the Firm Units on the Closing Date and the Option Units, if any, on the
Option Closing Date are subject to the accuracy, as of the Applicable Time, the Closing Date or the Option Closing Date, as the case may be, of
the representations and warranties of the Company contained herein, and to the performance by the Company of its covenants and obligations
hereunder and to the following additional conditions:

                           (a) The Registration Statement and all post-effective amendments thereto shall have become effective and the
Prospectus shall have been filed as required by Rules 424, 430A, 430C or 433 under the Act, as applicable, within the time period prescribed
by, and in compliance with, the Rules and Regulations, and any request of the Commission for additional information (to be included in the
Registration Statement or otherwise) shall have been disclosed to the Representative and complied with to its reasonable satisfaction. No stop
order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and no proceedings for
that purpose or pursuant to Section 8A under the Act shall have been instituted or, to the knowledge of the Company, shall be contemplated or
threatened by the Commission and no injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction
shall have been issued which would prevent the issuance of the Units.
                           (b) The Representative shall have received on the Closing Date or the Option Closing Date, as the case may be,
the opinion of Mintz Levin Cohn Ferris Glovsky and Popeo, P.C., counsel for the Company, dated the Closing Date or the Option Closing
Date, as the case may be, addressed to the Representative (and stating that it may be relied upon by counsel to the Underwriters) to the effect
that:

                                                       (i) The Company has been duly incorporated and is validly existing as a corporation in
                  corporate good standing under the laws of the State of Delaware, and has the corporate power and authority to own or lease,
                  as the case may be, its property and to conduct the business as described in the Registration Statement and the Prospectus,
                  and to execute, deliver and perform this Agreement, the Trust Agreement and the Warrant Agreement. The Company is duly
                  qualified to do business as a foreign corporation and is in good standing in all jurisdictions in which the conduct of its
                  business requires such qualifications.

                                                     (ii) Each of this Agreement, the Warrant Agreement, the Warrants, the Private
                  Placement Warrants, the Registration Rights Agreement, the Warrant Purchase Agreement, the Subscription Agreements, the
                  Stock Escrow Agreement, the Warrant Escrow Agreement and the Trust Agreement have been duly authorized, executed and
                  delivered by the Company.

                                                      (iii) The authorized and outstanding capital stock of the Company is as set forth in the
                  Statutory Prospectus and the Prospectus. The offers and sales of the outstanding Common Stock and the Private Placement
                  Warrants were at all relevant times either registered under the Act and the applicable state securities or Blue Sky Laws or
                  exempt from such registration requirements. All issued and outstanding shares of Common Stock of the Company are duly
                  authorized, have been validly issued and are fully paid and non-assessable.

                                                      (iv) The Securities are not and will not be subject to the preemptive rights of any
                  holders of any security of the Company arising by operation of law or under the Certificate of Incorporation or Bylaws of the
                  Company and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company
                  arising by operation of law or under the Certificate of Incorporation or Bylaws of the Company.

                                                        (v) The Common Stock included in the Firm Units has been duly authorized and, when
                  issued and paid for by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and nonassessable. The
                  shares of Common Stock issuable upon exercise of the Warrants and the Private Placement Warrants have been duly
                  authorized and, when issued and paid for pursuant to the Warrants or the Private Placement Warrants, as the case may be,
                  will be validly issued, fully paid and nonassessable.
                                     (vi) The Warrants, when issued and paid for by the Underwriters pursuant to this
Agreement, and the Private Placement Warrants, when issued and paid for pursuant to the Warrant Purchase Agreement, will
constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the
number and type of securities of the Company called for thereby and will be enforceable against the Company in accordance
with their terms subject to customary exceptions. The form of certificate representing the Common Stock filed as an exhibit
to the Registration Statement is in due and proper form, satisfying the applicable requirements of the DGCL, the Certificate
of Incorporation, Bylaws and the applicable rules of the American Stock Exchange.

                                 (vii) The execution, delivery and performance of the Warrants and the Private
Placement Warrants have been duly authorized by all necessary corporate action on the part of the Company.

                                   (viii) Each of this Agreement, the Warrant Agreement, the Warrants, the Private
Placement Warrants, the Registration Rights Agreement, the Warrant Purchase Agreement, the Subscription Agreements, the
Stock Escrow Agreement, the Warrant Escrow Agreement and the Trust Agreement constitutes a valid and binding
agreement of the Company enforceable against the Company in accordance with its terms subject to customary exceptions.
The holders of outstanding shares of capital stock of the Company are not entitled to preemptive rights to subscribe for the
Securities.

                                     (ix) No consent, approval, authorization or order of, or filing with, any governmental
agency, public body or any court of the State of New York, the State of Delaware or of the United States of America is
required under New York Law, the DGCL or Federal Law for the execution, delivery or performance of this Agreement, the
Warrant Agreement, the Warrants, the Private Placement Warrants, the Registration Rights Agreement, the Warrant Purchase
Agreement, the Subscription Agreements, the Stock Escrow Agreement, the Warrant Escrow Agreement and the Trust
Agreement by the Company, except (A) such as may be required under state securities laws or (B) for the filing of the
Registration Statement with the Commission and the receipt of the order of the Commission declaring such Registration
Statement effective (as noted in paragraph (xv) below, such counsel has been informed orally by the Commission that it has
declared the Registration Statement effective).
                                      (x) To such counsel’s knowledge, without any independent investigation or database or
third party search, there is no action, suit or proceeding by or before any court or other governmental agency, authority or
body or any arbitrator pending or overtly threatened against the Company or its properties by a third party of a character
required to be disclosed in the Registration Statement or the Prospectus that is not disclosed in the Registration Statement or
the Prospectus as required by the Act and the rules thereunder. To such counsel’s knowledge, there is no indenture, contract,
lease, mortgage, deed of trust, note agreement, loan or other agreement or instrument of a character required to be filed as an
exhibit to the Registration Statement, which is not filed as required by the Act and the rules thereunder.

                                       (xi) The execution, delivery and performance by the Company of this Agreement, the
Warrant Agreement, the Warrants, the Private Placement Warrants, the Registration Rights Agreement, the Warrant Purchase
Agreement, the Subscription Agreements, the Stock Escrow Agreement, the Warrant Escrow Agreement or the Trust
Agreement and compliance by the Company with the provisions thereof and the issuance and sale of the Securities pursuant
to and in accordance with the provisions of this Agreement, the Warrants and the Private Placement Warrants will not (i)
result in a breach or default (or give rise to any right of termination, cancellation or acceleration) under any indenture,
contract, lease, mortgage, deed of trust, note agreement, loan or other agreement to which the Company is a party or may be
bound, and (ii) will not result in a breach or violation of any of the provisions of the Certificate of Incorporation or Bylaws,
the DGCL or any federal Law or New York Law, or, to such counsel’s knowledge, any judgment, order, writ, injunction or
decree of any court or other tribunal of which such counsel is aware and that is applicable to the Company.

                                      (xii) The Registration Statement, as of its effective date, the Prospectus, as of its date,
and the Statutory Prospectus (other than the financial statements, the notes thereto and the related schedules and other
financial and statistical information included therein or omitted therefrom, as to which such counsel expresses no opinion)
complied as to form in all material respects with the requirements of the Act and the applicable rules and regulations of the
Commission thereunder.

                                     (xiii) The Securities and each agreement filed as an exhibit to the Registration
Statement conform in all material respects to the description thereof contained in the Registration Statement and in the
Prospectus. The descriptions in the Registration Statement and in the Prospectus, insofar as such statements constitute a
summary of statutes, legal matters, contracts, documents or proceedings referred to therein, fairly present in all material
respects the information required to be shown with respect to such statutes, legal matters, contracts, documents and
proceedings, and such counsel does not know of any statutes or legal or governmental proceedings required to be described in
the Prospectus that are not described in the Registration Statement or the Prospectus or included as exhibits to the
Registration Statement that are not described or included as required.
                                                       (xiv) Such counsel has been informed by the Commission that the Registration
                  Statement was declared effective under the Securities Act as of [____] p.m. EST on [___________], 2007 (the ―Time of
                  Sale‖). The Prospectus was filed with the Commission in the manner and within the time period required by Rule 424(b)
                  under the Securities Act, on [______], 2007. To such counsel’s knowledge, no stop order suspending the effectiveness of the
                  Registration Statement has been issued and no proceeding for that purpose or pursuant to Section 8A of the Act has been
                  instituted or is pending or threatened by the Commission.

                                                       (xv) The Company is not, and will not become, as a result of the consummation of the
                  transactions contemplated by this Agreement, and application of the net proceeds therefrom as described in the Prospectus,
                  required to register as an investment company under the 1940 Act.

                    In rendering such opinion Mintz Levin Cohn Ferris Glovsky and Popeo, P.C. may rely as to matters governed by the laws of
states other than New York or federal laws on local counsel in such jurisdictions, provided that in each case Mintz Levin Cohn Ferris Glovsky
and Popeo, P.C. shall state that they believe that they and the Underwriters are justified in relying on such other counsel. In addition to the
matters set forth above, such opinion shall also include a statement to the effect that nothing has come to the attention of such counsel which
leads them to believe that (i) the Registration Statement, at the time it became effective under the Act (including the information deemed to be
a part of the Registration Statement at the time it became effective pursuant to Rules 430A and 430C under the Act) and as of the Closing Date
or the Option Closing Date, as the case may be, contained or contains an untrue statement of a material fact or omitted or omits to state a
material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the General Disclosure Package,
as of the Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading, and (iii) the Prospectus, or any supplement thereto, on
the date it was filed pursuant to the Rules and Regulations and as of the Closing Date or the Option Closing Date, as the case may be, contained
or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading, (except that such counsel need express no view as to financial
statements and schedules and other financial data derived therefrom).
                            (c) The Representative shall have received from Bingham McCutchen LLP, counsel for the Underwriters, an
opinion dated the Closing Date or the Option Closing Date, as the case may be, and addressed to the Representative, with respect to the
issuance and sale of the Securities, the Registration Statement, the Statutory Prospectus and the Prospectus (together with any supplement
thereto) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such
documents as they reasonably request for the purpose of enabling them to pass upon such matters.

                             (d) The Representative shall have received, on each of the date hereof, the Closing Date and, if applicable, the
Option Closing Date, a letter dated the date hereof, the Closing Date or the Option Closing Date, as the case may be, in form and substance
satisfactory to the Representative, of GGK confirming that it is an independent registered public accounting firm with respect to the Company
within the meaning of the Act and the applicable Rules and Regulations and the PCAOB and stating that, in their opinion, the financial
statements and schedules examined by them and included in the Registration Statement and the Prospectus comply in form in all material
respects with the applicable accounting requirements of the Act and the related Rules and Regulations; and containing such other statements
and information as is ordinarily included in accountants’ ―comfort letters‖ to underwriters with respect to the financial statements and certain
financial and statistical information contained in the Registration Statement and the Prospectus.

                            (e) The Representative shall have received on the Closing Date and, if applicable, the Option Closing Date, as the
case may be, a certificate or certificates of the Chairman and the Chief Financial Officer of the Company to the effect that, as of the Closing
Date or the Option Closing Date, as the case may be, each of them severally represents as follows:

                                                         (i) The Registration Statement has become effective under the Act and no stop order
                  suspending the effectiveness of the Registration Statement and no order preventing or suspending the use of any Preliminary
                  Prospectus or the Prospectus has been issued, and no proceedings for such purpose or pursuant to Section 8A of the Act have
                  been instituted or are, to his or her knowledge, contemplated or threatened by the Commission;

                                                       (ii) The representations and warranties of the Company contained in Section 1 hereof
                  are true and correct as of the Closing Date or the Option Closing Date, as the case may be;

                                                   (iii) All filings required to have been made pursuant to Rules 424, 430A or 430C under
                  the Act have been made as and when required by such rules;
                                                        (iv) He or she has carefully examined the General Disclosure Package and, in his or
                  her opinion, as of the Applicable Time, the statements contained in the General Disclosure Package did not contain any
                  untrue statement of a material fact, and such General Disclosure Package did not omit to state a material fact necessary in
                  order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

                                                       (v) He or she has carefully examined the Registration Statement and, in his or her
                  opinion, as of the Effective Date, the Registration Statement and any amendments thereto did not contain any untrue
                  statement of a material fact and did not omit to state a material fact necessary in order to make the statements therein not
                  misleading, and since the Effective Date, no event has occurred which should have been set forth in a supplement to or an
                  amendment of the Prospectus which has not been so set forth in such supplement or amendment;

                                                       (vi) He or she has carefully examined the Prospectus and, in his or her opinion, as of
                  its date and the Closing Date or the Option Closing Date, as the case may be, the Prospectus and any amendments and
                  supplements thereto did not contain any untrue statement of a material fact and did not omit to state a material fact necessary
                  in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and

                                                      (vii) Since the respective dates as of which information is given in the Registration
                  Statement and Prospectus, there has not been any material adverse change or any development involving a prospective
                  material adverse change in or affecting the business, management, properties, assets, rights, operations, condition (financial
                  or otherwise) or prospects of the Company, whether or not arising in the ordinary course of business.

                           (f) The Company shall have furnished to the Representative such further certificates and documents confirming
the representations and warranties, covenants and conditions contained herein and related matters as the Representative may reasonably have
requested.

                           (g)   The Firm Units and Option Units, if any, have been duly listed, subject to notice of issuance, on the American
Stock Exchange.

                        (h) On the Effective Date, the Company shall have delivered to the Representative executed copies of the Trust
Agreement, the Warrant Agreement, the Warrant Purchase Agreement, the Services Agreement and each of the Insider Letters.

                           (i) The entire $1,525,000 of proceeds from the sale of the Private Placement Warrants shall have been deposited
in the Trust Account in accordance with the terms of the Warrant Purchase Agreement.
                           (j)   The FINRA has not raised any objection with respect to the fairness and reasonableness of the underwriting
terms and arrangements.

                   The opinions and certificates mentioned in this Agreement shall be deemed to be in compliance with the provisions hereof
only if they are in all material respects satisfactory to the Representative and to Bingham McCutchen LLP, counsel for the Representative.

                  If any of the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this
Agreement to be fulfilled, the obligations of the Underwriters hereunder may be terminated by the Representative by notifying the Company of
such termination in writing, by telephone or facsimile at or prior to the Closing Date or the Option Closing Date, as the case may be.

                  In such event, the Company and the Underwriters shall not be under any obligation to each other (except to the extent
provided in Sections 5 and 8 hereof).

                  7.   Conditions of the Obligations of the Company .

                   The obligations of the Company to sell and deliver the portion of the Units required to be delivered as and when specified in
this Agreement are subject to the conditions that at the Closing Date or the Option Closing Date, as the case may be, no stop order suspending
the effectiveness of the Registration Statement shall have been issued and in effect or proceedings therefor initiated or threatened.

                  8.   Indemnification .

                              (a) The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and
agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against
any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the
Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any
Preliminary Prospectus or the Prospectus or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company
by or on behalf of any Underwriter through the Representative specifically for inclusion therein; it being understood and agreed that the only
such information so furnished consists of the information described as such in Section 12 herein. This indemnity agreement is in addition to
any liability which the Company may otherwise have.
                              (b) Each of the Underwriters agrees, severally and not jointly, to indemnify and hold harmless the Company, each
of its directors, each of its officers who signs or has signed the Registration Statement, and each person who controls the Company within the
meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only
with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the
Representative specifically for inclusion in the documents referred to in the foregoing indemnity; it being understood and agreed that the only
such information so furnished consists of the information described as such in Section 12 herein. This indemnity agreement will be in addition
to any liability which any Underwriter may otherwise have.

                              (c) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any
action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the
indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve the
indemnifying party from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such
failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the
indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b)
above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to
represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be
responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided,
however, that such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel
to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel),
and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential
defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have
reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to
those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall
authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without
the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any
of the indemnified parties is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an
unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.
                             (d) In the event that the indemnity provided in paragraph (a), (b) or (c) of this Section 8 is unavailable to or
insufficient to hold harmless an indemnified party for any reason, the Company and the Underwriters severally agree to contribute to the
aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or
defending the same) (collectively ―Losses‖) to which the Company and one or more of the Underwriters may be subject in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one hand and by the Underwriters on the other from the offering of
the Securities; provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among underwriters
relating to the offering of the Securities) be responsible for any amount in excess of the underwriting discount or commission applicable to the
Securities purchased by such Underwriter hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any
reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only such relative
benefits but also the relative fault of the Company on the one hand and of the Underwriters on the other in connection with the statements or
omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be
deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by it, and benefits received by the
Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the
Prospectus. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to information provided by the Company on the one hand or the
Underwriters on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution were
determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to
above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this
Section 8, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer,
employee and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the
Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration
Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable
terms and conditions of this paragraph (d).
                           (e) In any proceeding relating to the Registration Statement, any Preliminary Prospectus, the Prospectus or any
supplement or amendment thereto, each party against whom contribution may be sought under this Section 8 hereby consents to the jurisdiction
of any court having jurisdiction over any other contributing party, agrees that process issuing from such court may be served upon it by any
other contributing party and consents to the service of such process and agrees that any other contributing party may join it as an additional
defendant in any such proceeding in which such other contributing party is a party.

                            (f) Any losses, claims, damages, liabilities or expenses for which an indemnified party is entitled to
indemnification or contribution under this Section 8 shall be paid by the indemnifying party to the indemnified party as such losses, claims,
damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in this Section 8 and the representations
and warranties of the Company set forth in this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation
made by or on behalf of any Underwriter or any person controlling any Underwriter, the Company, its directors or officers or any persons
controlling the Company, (ii) acceptance of any Securities and payment therefor hereunder, and (iii) any termination of this Agreement. A
successor to any Underwriter, or any person controlling any Underwriter, or to the Company, its directors or officers, or any person controlling
the Company, shall be entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in this Section 8.

                  9.    Notices .

                  All communications hereunder shall be in writing and, except as otherwise provided herein, will be mailed, delivered or
telecopied and confirmed as follows: if to the Underwriters, to SunTrust Robinson Humphrey, Inc., 303 Peachtree Road, Suite 3600, M/C 662,
Atlanta, GA 30308; Attention: William J. R. Mayfield, Senior Vice President and Deputy General Counsel, with a copy to Bingham
McCutchen LLP, 150 Federal Street, Boston, MA 02110, Attention: Glen R. Openshaw, Esq.; if to the Company, to Secure America
Acquisition Corporation, 4100 North Fairfax Drive, Suite 1150, Arlington, VA 22203-1664, with a copy to Mintz Levin Cohn Ferris Glovsky
and Popeo, P.C., 666 Third Avenue, New York, NY 10017, Attention: Jeffrey P. Schultz, Esq.

                  10.    Termination .

                    This Agreement may be terminated by the Representative by notice to the Company (a) at any time prior to the Closing Date
or any Option Closing Date (if different from the Closing Date and then only as to Option Units) if any of the following has occurred: (i) since
the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, any
material adverse change or any development involving a prospective material adverse change in or affecting the earnings, business,
management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising in the
ordinary course of business, (ii) any outbreak or escalation of hostilities or declaration of war or national emergency or other national or
international calamity or crisis if the effect of such outbreak, escalation, declaration, emergency, calamity or crisis on the financial markets of
the United States would, in the Representative’s judgment, make it impracticable or inadvisable to market the Units or to enforce contracts for
the sale of the Units, (iii) any material change in economic or political conditions, if the effect of such change on the financial markets of the
United States would, in the Representative’s judgment, make it impracticable or inadvisable to market the Units or to enforce contracts for the
sale of the Units, (iv) suspension of trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the
Nasdaq National Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on any such
exchange or market, (v) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other
governmental authority which in the Representative’s opinion materially and adversely affects or may materially and adversely affect the
business or operations of the Company, (vi) the declaration of a banking moratorium by United States, New York State or Georgia State
authorities, (vii) the suspension of trading of the Company’s Securities by the American Stock Exchange, the Commission, or any other
governmental authority or (viii) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which
in the Representative’s reasonable opinion has a material adverse effect on the securities markets in the United States; or (b) as provided in
Section 6 or Section 13 of this Agreement.
                  11.   Successors .

                  This Agreement has been and is made solely for the benefit of the Underwriters and the Company and their respective
successors, executors, administrators, heirs and assigns, and the officers, directors and controlling persons referred to herein, and no other
person will have any right or obligation hereunder. No purchaser of any of the Securities from the Underwriters shall be deemed a successor or
assign merely because of such purchase.

                  12.   Information Provided by Underwriter .

                  The Company and the Underwriters acknowledge and agree that the only information furnished or to be furnished by any
Underwriter to the Company for inclusion in the Registration Statement, any Preliminary Prospectus or the Prospectus consists of the
information set forth in the fourth paragraph under the caption ―Underwriting‖ in the Prospectus.

                  13.   Default By Underwriters .

                  If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the
portion of the Units which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the
part of the Company), the Representative shall use its reasonable efforts to procure within 36 hours thereafter one or more of the other
Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Units
which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative shall not have procured such
other Underwriters, or any others, to purchase the Units agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the
aggregate number of Units with respect to which such default shall occur does not exceed 10% of the Units to be purchased on the Closing
Date or the Option Closing Date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective
numbers of Units which they are obligated to purchase hereunder, to purchase the Units which such defaulting Underwriter or Underwriters
failed to purchase, or (b) if the aggregate number of Units with respect to which such default shall occur exceeds 10% of the Units to be
purchased on the Closing Date or the Option Closing Date, as the case may be, the Company or the Representative will have the right, by
written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of
the non-defaulting Underwriters or of the Company. In the event of a default by any Underwriter or Underwriters, as set forth in this Section
13, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the
Representative may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the
Prospectus or in any other documents or arrangements may be effected. The term ―Underwriter‖ includes any person substituted for a
defaulting Underwriter. Any action taken under this Section 13 shall not relieve any defaulting Underwriter from liability in respect of any
default of such Underwriter under this Agreement.
                 14.    Miscellaneous .

                   The reimbursement, indemnification and contribution agreements contained in this Agreement and the representations,
warranties and covenants in this Agreement shall remain in full force and effect regardless of (a) any termination of this Agreement, (b) any
investigation made by or on behalf of any Underwriter or controlling person thereof, or by or on behalf of the Company or its directors or
officers, and (c) delivery of and payment for the Securities under this Agreement.

                   The Company hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an
arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be
acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company and (c) the Company’s
engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not
in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the
offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The
Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency,
fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.
                  This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the
Underwriters, or any of them, with respect to the subject matter hereof.

                  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                  The Company hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in
any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby

                  This Agreement shall be governed by, and construed in accordance with, the law of the State of New York, including,
without limitation, Section 5-1401 of the New York General Obligations Law.

                                      [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
                  If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed
duplicates hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its
terms.

                                                                Very truly yours,

                                                                SECURE AMERICA ACQUISITION CORPORATION


                                                                By:
                                                                       Name:
                                                                       Title:


The foregoing Underwriting Agreement
is hereby confirmed and accepted as
of the date first above written.

SUNTRUST ROBINSON HUMPHREY, INC.,
 As Representative of the Several
      Underwriters listed on Schedule II


By

               Authorized Officer



By

              Authorized Officer
                                   SCHEDULE I


SunTrust Robinson Humphrey, Inc.
Morgan Joseph & Co., Inc.


Total:         10,000,000
                     SCHEDULE II

PRICE AND OTHER TERMS OF THE OFFERING CONVEYED ORALLY
                                                                                                                                             Exhibit A

                                                          FORM OF WAIVER LETTER
                                               [Letterhead of prospective vendor or target business.]

Secure America Acquisition Corporation
1005 Glebe Road, Suite 550
Arlington, VA 22201

[DATE]

Ladies and Gentlemen:

 We understand that Secure America Acquisition Corporation (the ―Company‖) is a recently organized blank check company formed for the
purpose of acquiring (an ―Initial Business Combination‖) one or more businesses or assets. We further understand that the Company’s sole
assets consist of the cash proceeds of the recent initial public offering (the ―IPO‖) and private placement of its securities, and that substantially
all of those proceeds have been deposited in a trust account with a third party (the ―Trust Account‖) for the benefit of the Company, its public
stockholders (as defined in the agreement governing the Trust Account) and the underwriters of its IPO. The monies in the Trust Account may
be disbursed only (1) to the Company in limited amounts from time to time (and in no event more than $1,400,000 in total) in order to permit
the Company to pay its operating expenses; (2) if the Company completes an initial business combination, to certain dissenting public
stockholders, to the underwriters in the amount of underwriting discounts and commissions they earned in the IPO but whose payment they
have deferred, and then to the Company; and (3) if the Company fails to complete an initial business combination within the allotted time
period and liquidates subject to the terms of the agreement governing the Trust Account, to the Company in limited amounts to permit the
Company to pay the costs and expenses of its liquidation and dissolution and then to the Company’s public stockholders.

 For and in consideration of the Company’s agreement to [engage our services][evaluate us for purposes of consummating its Initial Business
Combination], we hereby agree to waive any right, title, interest or claim of any kind (any ―Claim‖) we have or may have in the future in or to
any monies in the Trust Account and not to seek recourse against the Trust Account or any funds distributed therefrom (except amounts
released to the Company as described in clause (1) of the preceding paragraph) as a result of, or arising out of, any Claims against the Company
in connection with contracts or agreements with the Company or in connection with services performed for or products provided to the
Company.

 This letter shall be governed by and construed and enforced in accordance with the laws of the State of New York. We hereby irrevocably
waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this
letter agreement or any Claim subject hereto.

                                                                       Very truly yours,

                                                                       [NAME OF VENDOR/TARGET]


                                                                       By:
                                                                                 Name:

                                                                                 Title:
                                                         WARRANT AGREEMENT

         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 ‖).

        WHEREAS, the Company has received a binding commitment from Secure America Acquisition Holdings, LLC (the ― Founder ‖) to
purchase an aggregate of 1,525,000 warrants (the ― Founder Warrants ‖);

         WHEREAS, the Company is engaged in a public offering (the ― Public Offering ‖) of units (the ― Units ‖) and, in connection
therewith, has determined to issue and deliver up to 10,000,000 warrants to the public investors (the ― Public Warrants ‖ and, together with
the Founder Warrants, the ― Warrants ‖), each of such Warrants evidencing the right of the holder thereof to purchase one share of common
stock, par value $0.0001 per share, of the Company (the ― Common Stock ‖) for $6.00 per share, subject to adjustments as described herein;

         WHEREAS, the Company has filed with the Securities and Exchange Commission a registration statement on Form S-1, No.
333-144028 (the ― Registration Statement ‖), for the registration, under the Securities Act of 1933, as amended (the ― Act ‖), of, among
other securities, the Public Warrants and the Common Stock issuable upon exercise of the Public Warrants;

        WHEREAS, the Company desires that the Warrant Agent act on behalf of the Company, and the Warrant Agent is willing to so act, in
connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;

        WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued
and exercised, and the respective rights, limitation of rights and immunities of the Company, the Warrant Agent and the holders of the
Warrants; and

       WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of
the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the
Company, and to authorize the execution and delivery of this Warrant Agreement.

         NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

          1. Appointment of Warrant Agent . The Company hereby appoints the Warrant Agent to act as agent for the Company for the
Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions
set forth in this Agreement.

         2.   Warrants .

                    2.1 Form of Public Warrant . Each Public Warrant shall be issued in registered form only, shall be in substantially the form
of Exhibit A hereto, the provisions of which are incorporated herein, and shall be signed by, or bear the facsimile signature of, the Chairman of
the Board, the Chief Executive Officer or the President, and the Treasurer, Secretary or Assistant Secretary of the Company, and shall bear a
facsimile of the Company’s seal. In the event the person whose facsimile signature has been placed upon any Public Warrant shall have ceased
to serve in the capacity in which such person signed the Public Warrant before such Public Warrant is issued, it may be issued with the same
effect as if he or she had not ceased to be such at the date of issuance.

                                                                       1
                   2.2 Form of Founder Warrant . The Founder Warrants will be issued in the same form as the Public Warrants except that
the Founder Warrants, (i) subject to certain limited exceptions described below, will not be transferable or salable until they are released from
escrow, which will not occur until the later of (a) one year after the date of the final prospectus included in the Registration Statement and (b)
sixty days after the consummation of the Company’s initial Business Combination (as defined below), (ii) will be exercisable on a cashless
basis in accordance with Section 3.3.1(b) hereof, (iii) will not be redeemable by the Company so long as they are still held by the Founder or a
member of the Founder as of the date of this Agreement, and (iv) may be exercised for unregistered shares so long as a registration statement
relating to the Common Stock issuable upon exercise of the warrants is not effective and current.

  Prior to their release from escrow, the Founder Warrants may only be transferred (i) to persons or entities controlling, controlled by, or under
common control with the Founder, or to any stockholder, member, partner or limited partner of such entity, or (ii) to family members and trusts
of permitted assignees for estate planning purposes or, upon the death of any such person, to an estate or beneficiaries of permitted assignees.
In each case, such transferees will be subject to the same transfer restrictions as the Founder until after the Company completes its initial
Business Combination.

                  2.3 Effect of Countersignature . Unless and until countersigned by the Warrant Agent pursuant to this Agreement, a
Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.

                  2.4   Registration .

                           2.4.1 Warrant Register . The Warrant Agent shall maintain books (the ― Warrant Register ‖), for the registration
of the original issuance and transfers of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the
Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the
Warrant Agent by the Company.

                            2.4.2 Registered Holder . Prior to due presentment for registration of transfer of any Warrant, the Company and
the Warrant Agent may deem and treat the person in whose name such Warrant shall be registered upon the Warrant Register (the ― registered
holder ‖) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other
writing on the warrant certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and
for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

                    2.5 Detachability of Public Warrants . The securities comprising the Units will not be separately transferable until 90 days
after the date of the final prospectus included in the Registration Statement unless SunTrust Robinson Humphrey, Inc., as representative of the
underwriters (― SunTrust ‖) informs the Company of its decision to allow earlier separate trading, but in no event will SunTrust allow separate
trading of the securities comprising the Units until the underwriters’ over-allotment option has either expired or been exercised and the
Company files a Current Report on Form 8-K including an audited balance sheet that reflects the receipt by the Company of the gross proceeds
of the Public Offering, and, if the over-allotment option is exercised prior to the filing of the Form 8-K, the proceeds received by the Company
from the exercise of the underwriters’ over-allotment option.

                                                                        2
         3.   Terms and Exercise of Warrants .

                   3.1 Warrant Price . Each Warrant shall, when countersigned by the Warrant Agent, entitle the registered holder thereof,
subject to the provisions of such Warrant and of this Warrant Agreement, to purchase from the Company the number of shares of Common
Stock stated therein, at the price of $6.00 per whole share, subject to the adjustments provided in Section 4 hereof and in the last sentence of
this Section 3.1. The term ― Warrant Price ‖ as used in this Warrant Agreement refers to the price per share at which Common Stock may be
purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the
Expiration Date; provided, however, that any such reduction shall apply equally to all of the Warrants and, provided further, that any reduction
in the Warrant Price must remain in effect for at least twenty (20) business days.

                    3.2 Duration of Warrants . A Warrant may be exercised only during the period (― Exercise Period ‖) commencing on the
later of (i) the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase or other similar business
combination, as described more fully in the Company’s Registration Statement (a ― Business Combination ‖) and (ii) [●], 2008, and
terminating at 5:00 p.m., New York City time on the earlier to occur of (x) [●], 2011 or (y) the date fixed for redemption of the Warrants, if
any, as provided in Section 6 of this Agreement (the ― Expiration Date ‖). Except with respect to the right to receive the Redemption Price (as
set forth in Section 6 hereunder), each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and
all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole
discretion may extend the duration of the Warrants by delaying the Expiration Date.

                  3.3   Exercise of Warrants .

                            3.3.1 Payment . Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when
countersigned by the Warrant Agent, may be exercised by the registered holder thereof by surrendering it, at the office of the Warrant Agent, or
at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set
forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is
exercised and any and all applicable taxes due in connection with the exercise of the Warrant, as follows:

                                    (a)   in cash, good certified check or good bank draft payable to the order of the Company (or as otherwise
agreed to by the Company); or

                                     (b) with respect to any Founder Warrants, by surrendering such Founder Warrants for that number of
shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the
Founder Warrants, multiplied by the difference between the Warrant Price and the Fair Market Value (as defined below) by (y) the Fair Market
Value. Solely for purposes of this Section 3.3.1(b), the ― Fair Market Value ‖ shall mean the average reported last sale price of the Common
Stock for the five trading days ending on the trading day prior to the date on which the Founder Warrants are exercised.

                            3.3.2 Issuance of Certificates . As soon as practicable after the exercise of any Warrant and the clearance of the
funds in payment of the Warrant Price, the Company shall issue to the registered holder of such Warrant a certificate or certificates for the
number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it,
and if such Warrant shall not have been exercised in full, a new countersigned Warrant for the number of shares as to which such Warrant shall
not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any securities pursuant to the exercise
of a Public Warrant and shall have no obligation to settle such Public Warrant exercise unless a registration statement under the Act with
respect to the Common Stock is effective and a prospectus thereunder relating to the securities to be issued is current, subject to the Company’s
satisfying its obligations under Section 7.4 to use its best efforts. In the event that a registration statement with respect to the Common Stock
underlying a Public Warrant is not effective under the Act, the holder of such Public Warrant shall not be entitled to exercise such Warrant and
such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle the Warrant exercise. Public
Warrants may not be exercised by any registered holder in any state in which such exercise would be unlawful. The shares of Common Stock
issuable upon exercise of Founder Warrants shall be unregistered shares.

                                                                       3
                          3.3.3 Valid Issuance . All shares of Common Stock issued upon the proper exercise or, if applicable, surrender of a
Warrant in conformity with this Agreement shall be validly issued, fully paid and non-assessable.

                            3.3.4 Date of Issuance . Each person or entity in whose name any such certificate for shares of Common Stock is
issued shall, for all purposes, be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered
and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender
and payment is a date when the stock transfer books of the Company are closed, such person or entity shall be deemed to have become the
holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

         4.   Adjustments .

                 4.1 Stock Dividends - Split-Ups . If, after the date hereof, and subject to the provisions of Section 4.6 below, the number of
outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of
Common Stock, or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of
Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in outstanding shares of Common Stock.

                 4.2 Aggregation of Shares . If, after the date hereof, and subject to the provisions of Section 4.6, the number of outstanding
shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or
other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the
number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding
shares of Common Stock.

                  4.3 Adjustments in Warrant Price . Whenever the number of shares of Common Stock purchasable upon the exercise of the
Warrants is adjusted, as provided in Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such
Warrant Price, immediately prior to such adjustment, by a fraction, (i) the numerator of which shall be the number of shares of Common Stock
purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (ii) the denominator of which shall be the number of
shares of Common Stock so purchasable immediately thereafter.

                   4.4 Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding
shares of Common Stock (other than a change covered by Sections 4.1 or 4.2 hereof or one that solely affects the par value of such shares of
Common Stock), or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or
merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding
shares of Common Stock), or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the
Company as an entirety or substantially as an entirety, in connection with which the Company is dissolved, the Warrant holders shall thereafter
have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of
Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the
kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger
or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder
had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of
Common Stock covered by Sections 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The
provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other
transfers.

                                                                       4
                   4.5 Notices of Changes in Warrant . Upon every adjustment of the Warrant Price or the number of shares issuable upon
exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting
from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant,
setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any
event specified in Sections 4.1, 4.2, 4.3 or 4.4, the Company shall give written notice to each Warrant holder, at the last address set forth for
such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall
not affect the legality or validity of such event.

                  4.6 No Fractional Shares . Notwithstanding any provision contained in this Warrant Agreement to the contrary, the
Company shall not issue fractional shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the
holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon
such exercise, round up or down to the nearest whole number the number of the shares of Common Stock to be issued to the Warrant holder.

                  4.7 Form of Warrant . The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and
Warrants issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially
issued pursuant to this Agreement. However, the Company may, at any time, in its sole discretion, make any change in the form of Warrant that
the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether
in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.

         5.   Transfer and Exchange of Warrants .

                 5.1 Registration of Transfer . The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant
into the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and
accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of
Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the
Warrant Agent to the Company from time to time upon the Company’s request.

                                                                         5
                   5.2 Procedure for Surrender of Warrants . Warrants may be surrendered to the Warrant Agent, together with a written
request for exchange or transfer, and, thereupon, the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by
the registered holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that, in the event
that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and shall not issue new
Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be
made and indicating whether the new Warrants must also bear a restrictive legend.

                    5.3 Fractional Warrants . The Warrant Agent shall not be required to effect any registration of transfer or exchange which
will result in the issuance of a warrant certificate for a fraction of a warrant.

                  5.4   Service Charges . No service charge shall be made by the Warrant Agent for any exchange or registration of transfer of
Warrants.

                 5.5 Warrant Execution and Countersignature . The Warrant Agent is hereby authorized to countersign and deliver, in
accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company,
whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such
purpose.

         6.   Redemption .

                  6.1 Redemption . Not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time
after they become exercisable and prior to their expiration, at the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the
price of $0.01 per Warrant (― Redemption Price ‖), provided that the reported last sale price of the Common Stock has been equal to or greater
than $11.50 per share on each of twenty (20) trading days within any thirty (30) trading day period ending on the third business day prior to the
date on which notice of redemption is given. Notwithstanding anything herein to the contrary, no Founder Warrants shall be redeemable so
long as such Founder Warrant is held by Founder or one of its members as of the date of this Agreement. The provisions of this Section 6.1
may not be modified, amended or deleted without the prior written consent of SunTrust.

                 6.2 Date Fixed for, and Notice of, Redemption . In the event the Company shall elect to redeem all of the Warrants then
redeemable, the Company shall fix a date for the redemption. Notice of redemption shall be mailed by first class mail, postage prepaid, by the
Company not less than 30 days prior to the date fixed for redemption to the registered holders of such Warrants to be redeemed at their last
addresses as they shall appear on the Warrant Register. Any notice mailed in the manner herein provided shall be conclusively presumed to
have been duly given, whether or not the registered holder received such notice.

                  6.3 Exercise After Notice of Redemption . The Warrants to be redeemed may be exercised for cash at any time after notice
of redemption shall have been given by the Company pursuant to Section 6.2 hereof and prior to the time and date fixed for redemption (the ―
Redemption Date ‖). On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon
surrender of such Warrants, the Redemption Price.

                    Notwithstanding anything to the contrary contained herein, the Company shall not call the Warrants for redemption unless
there is an effective registration statement under the Act covering to the shares of Common Stock issuable upon exercise of the Warrants and a
current prospectus is available throughout the 30-day notice of redemption period.

                                                                        6
         7.   Other Provisions Relating to Rights of Holders of Warrants .

                  7.1 No Rights as Stockholder . A Warrant does not entitle the registered holder thereof to any of the rights of a stockholder
of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights, to vote or to
consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other
matter.

                    7.2 Lost, Stolen, Mutilated, or Destroyed Warrants . If any Warrant is lost, stolen, mutilated or destroyed, the Company and
the Warrant Agent may, on such terms as to indemnity or otherwise as they may in their discretion impose (which terms shall, in the case of a
mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor and date as the Warrant so lost, stolen,
mutilated or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.

                 7.3 Reservation of Common Stock . The Company shall, at all times, reserve and keep available a number of its authorized
but unissued shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this
Warrant Agreement.

                   7.4 Registration of Common Stock . The Company agrees that, prior to the commencement of the Exercise Period, it shall
file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement,
for the registration under the Act of the Common Stock issuable upon exercise of the Public Warrants, and it shall use its best efforts to qualify
for sale, in those states in which the Public Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the
Public Warrants. In either case, the Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of
such registration statement until the expiration of the Public Warrants in accordance with the provisions of this Warrant Agreement.
Notwithstanding the foregoing, a Warrant may expire worthless regardless of whether a registration statement is effective and a prospectus
thereunder is current under the Act with respect to the Common Stock issuable upon exercise of the Warrants. In no event will the registered
holder of a Warrant be entitled to receive a net-cash settlement, shares of Common Stock or other consideration in lieu of physical settlement in
shares of Common Stock, regardless of whether the Company complies with this Section 7.4. The provisions of this Section 7.4 may not be
modified, amended or deleted without the prior written consent of SunTrust.

         8.   Concerning the Warrant Agent and Other Matters .

                8.1 Payment of Taxes . The Company will, from time to time, promptly pay all taxes and charges that may be imposed
upon the Company or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of Warrants, but
the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares.

                  8.2   Resignation, Consolidation, or Merger of Warrant Agent .

                            8.2.1 Appointment of Successor Warrant Agent . The Warrant Agent, or any successor to it hereafter appointed,
may resign its duties and be discharged from all further duties and liabilities hereunder after giving 60 days’ notice in writing to the Company.
If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint, in writing, a
successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after it
has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant (who shall, with such
notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the
State of New York for the County of New York for the appointment of a successor Warrant Agent. Any successor Warrant Agent, whether
appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good
standing and have its principal office in the Borough of Manhattan, City and State of New York, and be authorized under such laws to exercise
corporate trust powers and subject to supervision or examination by federal or state authorities. After appointment, any successor Warrant
Agent shall be vested with all the authority, powers, rights, immunities, duties and obligations of its predecessor Warrant Agent with like effect
as if originally named as Warrant Agent hereunder, without any further act or deed; but, if for any reason it becomes necessary or appropriate,
the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant
Agent all the authority, powers and rights of such predecessor Warrant Agent hereunder; and, upon request of any successor Warrant Agent,
the Company shall make, execute, acknowledge and deliver any and all instruments in writing for more fully and effectually vesting in and
confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties and obligations.

                                                                         7
                          8.2.2 Notice of Successor Warrant Agent . In the event a successor Warrant Agent shall be appointed, the
Company shall give notice thereof to the predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective
date of any such appointment.

                           8.2.3 Merger or Consolidation of Warrant Agent . Any corporation into which the Warrant Agent may be merged
or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a
party shall be the successor Warrant Agent under this Warrant Agreement without any further act on the part of the Company or the Warrant
Agent.

                 8.3   Fees and Expenses of Warrant Agent .

                        8.3.1 Remuneration . The Company agrees to pay the Warrant Agent reasonable remuneration for its services as
Warrant Agent hereunder as set forth on Exhibit B hereto and will reimburse the Warrant Agent upon demand for all expenditures that the
Warrant Agent may reasonably incur in the execution of its duties hereunder.

                          8.3.2 Further Assurances . The Company agrees to perform, execute, acknowledge and deliver, or cause to be
performed, executed, acknowledged and delivered, all such further acts, instruments and assurances as may reasonably be required by the
Warrant Agent for the carrying out or performance of the provisions of this Warrant Agreement.

                 8.4   Liability of Warrant Agent .

                            8.4.1 Reliance on Company Statement . Whenever, in the performance of its duties under this Warrant Agreement,
the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or
suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed
to be conclusively proved and established by a statement signed by the Chief Executive Officer, President or Chairman of the Board of the
Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith
by it pursuant to the provisions of this Warrant Agreement.

                                                                      8
                          8.4.2 Indemnity . The Warrant Agent shall be liable hereunder only for its own negligence, willful misconduct or
bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs
and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Warrant Agreement, except as a result
of the Warrant Agent’s negligence, willful misconduct or bad faith.

                           8.4.3 Exclusions . The Warrant Agent shall have no responsibility with respect to the validity of this Warrant
Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any
breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant; nor shall it be responsible to
make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method or amount of any such
adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it, by any act hereunder, be deemed to
make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Warrant
Agreement or any Warrant or as to whether any shares of Common Stock will when issued be valid and fully paid and non-assessable.

                  8.5 Acceptance of Agency . The Warrant Agent hereby accepts the agency established by this Warrant Agreement and
agrees to perform the same upon the terms and conditions herein set forth and, among other things, shall account promptly to the Company
with respect to Warrants exercised and concurrently account for, and pay to the Company, all moneys received by the Warrant Agent for the
purchase of shares of Common Stock through the exercise of Warrants.

                  8.6 Trust Account Waiver . The Warrant Agent has no right, title, interest or claim (― Claim ‖) in or to any monies in the
account (the ― Trust Account ‖) into which (i) a portion of the proceeds of the Public Offering and (ii) the proceeds of the sale of the Founder
Warrants will be deposited as described in the prospectus included in the Registration Statement, and hereby waives any Claim in or to any
monies in the Trust Account it may have in the future, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any
Claim against the Trust Account for any reason whatsoever.

         9.   Miscellaneous Provisions .

                9.1 Successors . All the covenants and provisions of this Warrant Agreement by or for the benefit of the Company or the
Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.

                   9.2 Notices . Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant
Agent or by the holder of any Warrant to or on the Company shall be delivered by hand or sent by registered or certified mail or overnight
courier service, addressed (until another address is filed in writing by the Company with the Warrant Agent) as follows:

                                    Secure America Acquisition Corporation
                                    1005 North Glebe Road, Suite 550
                                    Arlington, VA 22201
                                    Attn: Harvey L. Weiss, Co-Chief Executive Officer

Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the holder of any Warrant or by the Company
to or on the Warrant Agent shall be delivered by hand or sent by registered or certified mail or overnight courier service, addressed (until
another address is filed in writing by the Warrant Agent with the Company), as follows:

                                                                       9
                                     Continental Stock Transfer & Trust Company
                                      17 Battery Place
                                      New York, New York 10004
                                      Attn: Compliance Department

                           with a copy in each case (which shall not constitute notice) to:

                                     Bingham McCutchen LLP
                                     150 Federal Street
                                     Boston, MA 02110
                                     Attn: Glen R. Openshaw , Esq.

                           and

                                     Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.
                                     666 Third Avenue
                                     New York, New York 10017
                                     Attn: Kenneth R. Koch, Esq.

                           and

                                     SunTrust Robinson Humphrey, Inc.
                                     3333 Peachtree Road, NE
                                     Atlanta, GA 30326
                                     Attn: Arnold B. Evans


Any notice, sent pursuant to this Warrant Agreement shall be effective, if delivered by hand, upon receipt thereof by the party to whom it is
addressed, if sent by overnight courier, on the next business day of the delivery to the courier and, if sent by registered or certified mail, on the
third day after registration or certification thereof.

                   9.3 Applicable Law . The validity, interpretation and performance of this Warrant Agreement and of the Warrants shall be
governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the
application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising
out of or relating in any way to this Warrant Agreement shall be brought and enforced in the courts of the State of New York or t he United
States District Court for the Southern District of New York, and irrevocably submits to such exclusive jurisdiction. The Company hereby
waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be
served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage
prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such mailing shall be deemed personal service and shall be legal and
binding upon the Company in any action, proceeding or claim.

                   9.4 Persons Having Rights under this Warrant Agreement . Nothing in this Warrant Agreement expressed and nothing that
may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation, other
than the parties hereto and the registered holders of the Warrants and, for the purposes of Sections 6.1, 6.4, 7.4 and 9.2 hereof, SunTrust, any
right, remedy or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise or agreement hereof.
SunTrust shall be deemed to be a third-party beneficiary of this Warrant Agreement with respect to Sections 6.1, 6.4, 7.4 and 9.2 hereof. All
covenants, conditions, stipulations, promises and agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit of
the parties hereto (and SunTrust, with respect to the Sections 6.1, 6.4, 7.4 and 9.2 hereof) and their successors and assigns and of the registered
holders of the Warrants.

                                                                         10
                  9.5 Examination of the Warrant Agreement . A copy of this Warrant Agreement shall be available at all reasonable times at
the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any
Warrant. The Warrant Agent may require any such holder to submit his, her or its Warrant for inspection.

                 9.6 Counterparts; Facsimile Signatures . This Warrant Agreement may be executed in any number of counterparts, and each
of such counterparts shall, for all purposes, be deemed to be an original, and all such counterparts shall together constitute one and the same
instrument. Facsimile signatures shall constitute original signatures for all purposes of this Warrant Agreement.

                   9.7 Effect of Headings . The section headings herein are for convenience only and are not part of this Warrant Agreement
and shall not affect the interpretation thereof.

                   9.8 Amendments . This Warrant Agreement may be amended by the parties hereto without the consent of any registered
holder for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or
changing any other provisions with respect to matters or questions arising under this Warrant Agreement as the parties may deem necessary or
desirable and that the parties deem shall not adversely affect the interest of the registered holders. All other modifications or amendments,
including any amendment to increase the Warrant Price or shorten the Exercise Period, other than in accordance with Section 6 hereof, shall
require the written consent of each of SunTrust and the registered holders of a majority of the then outstanding Warrants. Notwithstanding the
foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period in accordance with Sections 3.1 and 3.2,
respectively, without such consent.

                  9.9 Severability . This Warrant Agreement shall be deemed severable, and the invalidity or unenforceability of any term or
provision hereof shall not affect the validity or enforceability of this Warrant Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Warrant
Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

                               (Remainder of page intentionally left blank. Signature page immediately follows.)

                                                                       11
           IN WITNESS WHEREOF, this Warrant Agreement has been duly executed by the parties hereto as of the day and year first above
written.


Attest                                                             SECURE AMERICA ACQUISITION CORPORATION


                                                                   By:
                                                                         Name: C. Thomas McMillen
                                                                         Title: Co-Chief Executive Officer and Chairman



Attest                                                             CONTINENTAL STOCK TRANSFER
                                                                   & TRUST COMPANY


                                                                   By:
                                                                         Name: Steven G. Nelson
                                                                         Title: Chairman
     EXHIBIT A

Form of Public Warrant
   EXHIBIT B

Warrant Agent Fees
                                                         [MINTZ LEVIN LETTERHEAD]




                                                                                                                                         [●] , 2007

Secure America Acquisition Corporation
1005 North Glebe Road, Suite 550
Arlington, VA 22201

Ladies and Gentlemen:

 Reference is made to the Registration Statement on Form S-1 (the ―Registration Statement‖) filed by Secure America Acquisition Corporation
(the ―Company‖), a Delaware corporation, under the Securities Act of 1933, as amended (the ―Act‖), covering (i) 10,000,000 Units, with each
Unit consisting of one share of the Company’s common stock, par value $.0001 per share (the ―Common Stock‖), and warrants to purchase one
share of the Company’s Common Stock (the ―Warrants‖) (ii) up to 1,500,000 Units (the ―Over-Allotment Units‖) that the underwriters for
whom SunTrust Robinson Humphrey, Inc. is acting as representative (collectively, the ―Underwriters‖) will have a right to purchase from the
Company to cover over-allotments, if any, (iii) all shares of Common Stock and all Warrants issued as part of the Units and Over-Allotment
Units and (iv) all shares of Common Stock issuable upon exercise of the Warrants included in the Units and Over-Allotment Units.

 We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinions
set forth below. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the
authenticity of the originals of those latter documents. As to questions of fact material to this opinion, we have, to the extent deemed
appropriate, relied upon certain representations of certain officers and employees of the Company.

 Based upon the foregoing, we are of the opinion that:

 1. The Units, the Over-Allotment Units, the Warrants and the Common Stock to be sold to the Underwriters, when issued and sold in
accordance with and in the manner described in the plan of distribution set forth in the Registration Statement, will be duly authorized, validly
issued, fully paid and non-assessable.

 2. The Warrants constitute legal, valid and binding obligations of the Company, enforceable against it in accordance with their terms, except
(i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement
of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable
remedies, and (iii) to the extent indemnification provisions contained in such documents, if any, may be limited by applicable federal or state
law and consideration of public policy.

 We are opining solely on all applicable statutory provisions of Delaware corporate law, including the rules and regulations underlying those
provisions, all applicable provisions of the Delaware Constitution and all applicable judicial and regulatory determinations. We hereby consent
to the use of this opinion as an exhibit to the Registration Statement, to the use of our name as your counsel and to all references made to us in
the Registration Statement and in the Prospectus forming a part thereof. In giving this consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated thereunder.

 Very truly yours,

 /s/ Mintz Levin Cohn Ferris
 Glovsky and Popeo, P.C.

                                                                         Mintz Levin Cohn Ferris
                                                                         Glovsky and Popeo, P.C.
                                          INVESTMENT MANAGEMENT TRUST AGREEMENT

 This Agreement is made as of [●], 2007 by and between Secure America Acquisition Corporation (the ― Company ‖) and Continental Stock
Transfer & Trust Company (the ― Trustee ‖).

 WHEREAS, the Company’s registration statement on Form S-1, No. 333-144028 (the ― Registration Statement ‖), relating to the initial
public offering of its securities (the ― IPO ‖) has been declared effective as of the date hereof (the ― Effective Date ‖) by the Securities and
Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration
Statement);

 WHEREAS, SunTrust Robinson Humphrey, Inc. (― SunTrust ‖) is acting as the representative of the underwriters in the IPO;

 WHEREAS, subject to adjustment in the event the Company’s existing shareholders purchase any additional shares in the IPO, as described in
the Registration Statement, and in accordance with the Company’s amended and restated certificate of incorporation, an aggregate of
$77,600,000 (or $89,120,000, if the underwriters’ over-allotment option is exercised in full), which is comprised of (i) the net proceeds of the
IPO (except as provided in the Registration Statement); (ii) $1,525,000 received by the Company in exchange for its securities pursuant to the
private placement that will take place immediately prior to the closing of the IPO; and (iii) an additional $2,400,000 (or $2,760,000, if the
underwriters’ over-allotment option is exercised in full) of the proceeds of the IPO, representing deferred underwriting discounts and
commissions (the ― Deferred Discount ‖), which the underwriters have agreed to deposit in the Trust Account (as defined below), will be
delivered to the Trustee to be deposited and held in the Trust Account for the benefit of the Company, and the holders of shares of the
Company’s common stock, par value $0.0001 per share (― Common Stock ‖), that form a part of the units of the Company’s securities issued
in the IPO (the ― Units ‖). The amount to be delivered to the Trustee will be referred to herein as the ― Property ,‖ the stockholders for whose
benefit the Trustee shall hold the Property will be referred to as the ― Public Stockholders ,‖ and the Public Stockholders, the underwriters and
the Company will be referred to collectively as the ― Beneficiaries ;‖ and

 WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and con-di-tions pursuant to which the
Trustee shall hold the Property.

         NOW, THEREFORE , in consideration of the foregoing and the mutual covenants and agreements herein contained, the parties hereto
agree as follows:

1.     Agreements and Covenants of Trustee . The Trustee hereby agrees and covenants to:

 (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (― Trust
Account ‖) established by the Trustee;

 (b)    Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;

 (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States ―government securities‖
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less , and/or in any open
ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the
Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940,
as determined by the Company ;
 (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the ― Property ,‖ as such
term is used herein;

 (e)   Notify the Company of all communications received by it with respect to any Property requiring action by the Company;

 (f) Supply any necessary information or documents as may be requested by the Company in connection with the Com-pany’s preparation of
its tax returns;

 (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed
by the Company to do so;

 (h) Render to the Company and to SunTrust, and to such other person as the Company may instruct, monthly written statements of the
activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account;

 (i) If there is any income or other tax obligation relating to the income from the Property in the Trust Account as determined by the
Company, then, from time to time, at the written instruction of the Company, the Trustee shall promptly to the extent there is not sufficient cash
in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in
writing, and disburse to the Company by wire transfer, out of the Property in the Trust Account, the amount indicated by the Company as
owing in respect of such income tax obligation; and

 (j) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter
(the ― Termination Letter ‖), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of
the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of the Company, and
complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and
the other documents referred to therein; provided, however , that in the event that a Termination Letter has not been received by the Trustee by
the close of business on the ―business day‖ that is the 24-month anniversary of the consummation of the IPO (the ― Last Date ‖), the Trust
Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to
the stockholders of record on the Last Date. A business day shall be any day that is not a Saturday, Sunday or other day on which banks are
required or authorized to be closed in the City of New York. In all cases, the Trustee shall provide SunTrust with a copy of any Termination
Letter and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it
receives same. The provisions of this Section 1(j) may not be modified, amended or deleted under any circumstances.

                                                                        2
2.   Limited Distributions of Income from Trust Account .

 (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as
Exhibit C , the Trustee shall distribute to the Company from interest earned on the Trust Account the amount requested by the Company to
cover any income tax obligation owed by the Company;

 (b) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as
Exhibit D , the Trustee shall distribute to the Company from interest earned on the Trust Account (net of taxes payable thereon) the amount
requested by the Company to cover expenses related to investigating and selecting a target business and other working capital requirements;
provided, however, that the aggregate amount of all such distributions shall not exceed $1,400,000.

 (c) The limited distributions referred to in Sections 2(a) and 2(b) above shall be made only from income collected on the Property. Except as
provided in Sections 2(a) and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Sections
1(i) and (j) hereof

3.   Agreements and Covenants of the Company . The Company hereby agrees and covenants to:

 (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board or President or other
authorized officer. In addition, except with respect to its duties under paragraphs 1(i), 1(j), 2(a) and 2(b) above, the Trustee shall be entitled to
rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith believes to be given by any
one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in
writing;

 (b) Hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including reasonable counsel fees and
disbursements, or loss suffered by the Trustee in connection with any action, suit or other proceeding brought against the Trustee involving any
claim, or in connection with any claim or demand which in any way arises out of or relates to this Agreement, the services of the Trustee
hereunder, or the Property or any income earned from investment of the Property, except for expenses and losses resulting from the Trustee's
gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any
action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this paragraph, it shall notify the Company in
writing of such claim (hereinafter referred to as the ― Indemnified Claim ‖). The Trustee shall have the right to conduct and manage the
defense against such Indemnified Claim, provided, that the Trustee shall obtain the consent of the Company with respect to the selection of
counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior
written consent of the Company, which consent shall not be unreasonably withheld . The Company may participate in such action with its own
counsel;

                                                                         3
 (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Section
2 as set forth on Schedule A hereto, which fees shall be subject to modification by mutual agreement of the parties from time to time. It is
expressly understood that the Property shall not be used to pay such fees and further agreed that said transaction processing fees shall be
deducted by the Trustee from accumulated income at the time that disbursements are made to the Company pursuant to Section 2. The
Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter on the anniversary
of the Effective Date. The Trustee shall refund to the Company the annual fee (on a pro rata basis) with respect to any period after the
liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this
Section 3(c) and as may be provided in Section 3(b) hereof (it being expressly understood that the Property shall not be used to make any
payments to the Trustee under such Sections, except to the extent it is distributed to the Company pursuant to Section 2);

 (d) In connection with any vote of the Company’s stockholders regarding a Business Combination, provide to the Trustee an affidavit or
certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating stockholder votes verifying the vote of the
Company’s stockholders regarding such Business Combination.

4.     Limitations of Liability . The Trustee shall have no responsibility or liability to:

 (a) Take any action with respect to the Property, other than as directed in paragraphs 1 and 2 hereof and the Trustee shall have no liability to
any party except for liability arising out of its own gross negligence or willful misconduct;

 (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of
any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to
do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;

 (c)     Change the investment of any Property, other than in compliance with paragraph 1(c);

 (d)     Refund any depreciation in principal of any Property;

 (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless
provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;

 (f) The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good
faith and in the exercise of its own best judgment, except for its gross negligence or willful misconduct. The Trustee may rely conclusively and
shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee),
statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions,
but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee, in good faith, to be genuine and
to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver,
modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the
Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent
thereto;

                                                                             4
 (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the
Company or any other action taken by it is as contemplated by the Registration Statement;

 (h) File information returns with the United States Internal Revenue Service and payee statements with the Company, documenting the taxes
payable by the Company, if any, relating to interest earned on the Property;

 (i) Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to income and activities relating to the
Trust Account, regardless of whether such tax is payable by the Trust Account or the Company (including but not limited to income tax
obligations), it being expressly understood that as set forth in Section 1(i), if there is any income or other tax obligation relating to the Trust
Account or the Property in the Trust Account, as determined from time to time by the Company and regardless of whether such tax is payable
by the Company or the Trust, at the written instruction of the Company, the Trustee shall make funds available in cash from the Property in the
Trust Account an amount specified by the Company as owing to the applicable taxing authority, which amount shall be paid directly to the
Company by electronic funds transfer, account debit or other method of payment, and the Company shall forward such payment to the taxing
authority; and

 (j)    Verify calculations, qualify or otherwise approve Company requests for distributions pursuant to Section 1(i), 1(j), 2(a) or 2(b) above.

5.     Termination . This Agreement shall terminate as follows:

 (a) If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee. At such time that the Company notifies the Trustee that a successor trustee has been appointed by the
Company and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to
the successor trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon
this Agreement shall terminate; provided, however, that, in the event that the Company does not locate a successor trustee within ninety days of
receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the
State of New York or with the United States District Court for the Southern District of New York and, upon such deposit, the Trustee shall be
immune from any liability whatsoever; or

 (b) At such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of paragraph 1(j)
hereof, and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with
respect to Paragraph 3(b).

6.     Miscellaneous .

 (a) Notwithstanding any other provision of this Agreement, the Trustee confirms its understanding that the Company has established the
Trust Account relating to the Units being sold in the IPO. The Trustee acknowledges that the Trust Account will exist for the benefit of the
Company’s Public Stockholders and the monies from the Trust Account may only be disbursed upon the occurrence of certain events, as more
fully described in the Prospectus, and the Trustee hereby waives any and all right, title, interest of claim of any kind in or to any distribution of
any property held in the Trust Account that it or its affiliates may have now or in the future and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any claim of any kind against the Trust Account for any reason whatsoever, including in respect of
the Company’s indemnification obligations set forth in this Agreement. The Trustee agrees that neither it nor any of its affiliates have or will
have any right, title, interest or claim in or to the monies in the Trust Account.

                                                                          5
 (b) The Company and the Trustee each acknowledge that the Trustee will follow the procedures set forth below with respect to funds
transferred from the Trust Account. Upon receipt of written instructions, the Trustee will confirm such instructions with an Authorized
Individual at an Authorized Telephone Number listed on the attached Exhibit E . In executing funds transfers, the Trustee will rely upon
account numbers or other identifying numbers of a beneficiary, beneficiary's bank or intermediary bank, rather than names. The Trustee shall
not be liable for any loss, liability or expense resulting from any error in an account number or other identifying number, provided it has
accurately transmitted the numbers provided.

 (c) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. It may be executed in
several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.

 (d) This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
for Section 1(j) (which may not be amended under any circumstances), this Agreement or any provision hereof may only be changed, amended
or modified by a writing signed by each of the parties hereto; provided, however, that no such change, amendment or modification may be
made without the prior written consent of SunTrust. As to any claim, cross-claim or counterclaim in any way relating to this Agreement, each
party waives the right to trial by jury.

(e) The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of
Manhattan, for purposes of resolving any disputes hereunder.

 (f) Any notice, consent or request to be given in con-nection with any of the terms or provisions of this Agreement shall be in writing and
shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile
transmission:

  if to the Trustee, to:

   Continental Stock Transfer
     & Trust Company
   17 Battery Place
   New York, New York 10004
   Attn: Steven G. Nelson and Frank Di Paolo
                          Fax No.: (212) 509-5150

                                                                       6
  if to the Company, to:

   Secure America Acquisition Corporation
   1005 North Glebe Road, Suite 550
   Arlington, VA 22201
                         Attn: Harvey L. Weiss, Co-Chief Executive Officer
   Fax No.: (703) 528-0956

  in either case with copies to:

                    SunTrust Robinson Humphrey, Inc.
                           3333 Peachtree Road, NE
                           Atlanta, GA 30326
                           Attn: Arnold Evans
                            Fax No.: (404) 926-5995

  and

                            Bingham McCutchen LLP
                            150 Federal Street
                            Boston, MA 02110
                            Attn: Glen R. Openshaw
                            Fax No: (617) 345-5032



 ( g)    This Agreement may not be assigned by the Trustee without the prior consent of the Company.

 (h) Each of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter into this
Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make
any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under
any circumstance.

 (i)    Each of the Company and the Trustee hereby acknowledge that SunTrust is an intended third party beneficiary of this Agreement.



                                     (Remainder of page intentionally left blank. Signature page to follow.)


                                                                        7
IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


                                                               CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
                                                               as Trustee


                                                               By:
                                                                     Name:
                                                                     Title:


                                                              SECURE AMERICA ACQUISITION CORPORATION


                                                              By:
                                                                     Name: C. Thomas McMillen
                                                                     Title: Co-Chief Executive Officer and Chairman
                                                       SCHEDULE A


Fee Item                                       Time and method of payment             Amount

Initial acceptance fee                   Initial closing of IPO by wire transfer      $1,000
Annual fee                               First year, initial closing of IPO by wire   $3,000
                                         transfer; thereafter on the anniversary of
                                         the effective date of the IPO by wire
                                         transfer or check
Transaction processing fee for           Deduction by Trustee from accumulated         $250
disbursements to Company under Section   income following disbursement made to
2                                        Company under Section 2
                                                                  EXHIBIT A

                                                   Secure America Acquisition Corporation
                                                      1005 North Glebe Road, Suite 550
                                                            Arlington, VA 22201

[Insert date]

Continental Stock Transfer
  & Trust Company
17 Battery Place
New York, New York 10004
Attn: Steven G. Nelson, Chairman

  Re:   Trust Account No. [●]

Gentlemen:

 Pursuant to paragraph 1(j) of the Investment Management Trust Agreement between Secure America Acquisition Corporation (the ―
Company ‖) and Continental Stock Transfer & Trust Company (the ― Trustee ‖), dated as of [●] , 2007 (the ― Trust Agreement ‖), this is to
advise you that the Company has entered into an agreement (the ― Business Agreement ‖) with [●] (the ― Target Business ‖) to consummate a
business combination with Target Business (the ― Business Combination ‖) on or about [insert date] . The Company shall notify you at least
48 hours in advance of the actual date of the consummation of the Business Combination (the ― Consummation Date ‖). Capitalized terms
used herein without definitions shall have the respective meanings assigned to such terms in the Trust Agreement.

 In accordance with the terms of the Trust Agreement, we hereby authorize you to commence liquidation of the Trust Account to the effect
that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts
that the Company shall direct on the Consummation Date.

 On the Consummation Date, (i) the Company shall deliver to you written notification that the Business Combination has been consummated
and (ii) the Company shall deliver to you (a) a certificate which verifies the vote of the Company’s stockholders in connection with the
Business Combination and (b) written instructions with respect to the trans-fer of the funds held in the Trust Account (the ― Instruction Letter
‖). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the certificate
referenced above and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the
Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company
shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company.
Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated.

 In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not
notified you on or before the original Consummation Date of a new Consummation Date, then the funds held in the Trust Account shall be
reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice.
                                       Very truly yours,

                                       SECURE AMERICA ACQUISITION CORPORATION


                                       By:



                                              C. Thomas McMillen, Co-Chief Executive Officer and Chairman


                                       By:
                                              James Maurer, Chief Financial Officer and Secretary


cc: SunTrust Robinson Humphrey, Inc.
                                                                EXHIBIT B

                                                 Secure America Acquisition Corporation
                                                    1005 North Glebe Road, Suite 550
                                                          Arlington, VA 22201

[Insert date]

Continental Stock Transfer
  & Trust Company
17 Battery Place
New York, New York 10004
Attn: Steven G. Nelson, Chairman

  Re:   Trust Account No. [●]

Gentlemen:

 Pursuant to paragraph 1(j) of the Investment Management Trust Agreement between Secure America Acquisition Corporation(the ― Company
‖) and Continental Stock Transfer & Trust Company (― Trustee ‖), dated as of [●], 2007 (the ― Trust Agreement ‖), this is to advise you that
the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s
Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein without definitions
shall have the respective meanings assigned to such terms in the Trust Agreement.

 In accordance with the terms of the Trust Agreement, we hereby authorize you to commence liquidation of the Trust Account. The Company
has appointed [________________________] to serve as its designated paying agent (the ― Designated Paying Agent ‖); accordingly, you will
notify the Company and the Designated Paying Agent in writing as to when all of the funds in the Trust Account will be available for
immediate transfer (the ― Transfer Date ‖). The Designated Paying Agent shall thereafter notify you as to the account or accounts of the
Designated Paying Agent that the funds in the Trust Account should be transferred to on the Transfer Date so that the Designated Paying Agent
may commence distribution of such funds in accordance with the Company’s instructions. You shall have no obligation to oversee the
Designated Paying Agent’s distribution of the funds. Upon the payment to the Designated Paying Agent of all the funds in the Trust Account,
the Trust Agreement shall terminate in accordance with the terms thereof.


                                                                   Very truly yours,

                                                                   SECURE AMERICA ACQUISITION CORPORATION


                                                                   By:



                                                                          C. Thomas McMillen, Co-Chief Executive Officer and Chairman


                                                                   By:
                                                                          James Maurer, Chief Financial Officer and Secretary


cc: SunTrust Robinson Humphrey, Inc.
                                                               EXHIBIT C

                                                Secure America Acquisition Corporation
                                                   1005 North Glebe Road, Suite 550
                                                         Arlington, VA 22201

[Insert date]

Continental Stock Transfer
  & Trust Company
17 Battery Place
New York, New York 10004
Attn: Frank Di Paolo and Cynthia Jordan

  Re:   Trust Account No. [●]

Gentlemen:

 Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Secure America Acquisition Corporation (the ―
Company ‖) and Continental Stock Transfer & Trust Company (the ― Trustee ‖), dated as of [●], 2007 (the ― Trust Agreement ‖), this is to
advise you that the Company hereby requests that you deliver to the Company $ [●] of the income earned on the Property (as defined in the
Trust Agreement) as of the date hereof. The Company needs such funds to pay for the income tax obligations as set forth on the attached tax
return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire
transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:

                                               [WIRE INSTRUCTION INFORMATION]


                                                                  Very truly yours,

                                                                  SECURE AMERICA ACQUISITION CORPORATION


                                                                  By:



                                                                         C. Thomas McMillen, Co-Chief Executive Officer and Chairman


                                                                  By:
                                                                         James Maurer, Chief Financial Officer and Secretary


cc: SunTrust Robinson Humphrey, Inc.
                                                                EXHIBIT D

                                                 Secure America Acquisition Corporation
                                                    1005 North Glebe Road, Suite 550
                                                          Arlington, VA 22201

[Insert date]

Continental Stock Transfer
  & Trust Company
17 Battery Place
New York, New York 10004
Attn: Frank Di Paolo and Cynthia Jordan

  Re:   Trust Account No. [●]

Gentlemen:

  Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Secure America Acquisition Corporation (the ―
Company ‖) and Continental Stock Transfer & Trust Company (the ― Trustee ‖), dated as of [●], 2007 (the ― Trust Agreement ‖), the
Company hereby requests that you deliver to the Company $ [●] of the net income earned on the Property (as defined in the Trust Agreement)
as of the date hereof, which does not exceed, in the aggregate, with all such prior disbursements pursuant to paragraph 2(b), if any, the
maximum amount set forth in paragraph 2(b). The Company needs such funds to pay its expenses relating to investigating and selecting a target
business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized
to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:

                                               [WIRE INSTRUCTION INFORMATION]


                                                                   Very truly yours,

                                                                   SECURE AMERICA ACQUISITION CORPORATION


                                                                   By:



                                                                          C. Thomas McMillen, Co-Chief Executive Officer and Chairman


                                                                   By:
                                                                          James Maurer, Chief Financial Officer and Secretary


cc: SunTrust Robinson Humphrey, Inc.
                                         EXHIBIT E



AUTHORIZED INDIVIDUAL(S)                             AUTHORIZED
FOR TELEPHONE CALL BACK                              TELEPHONE NUMBER(S)

Company:

Secure America Acquisition Corporation
1005 North Glebe Road, Suite 550
Arlington, VA 22201
Attn: C. Thomas McMillen                             (703) 528-7073

Trustee:

Continental Stock Transfer
& Trust Company
17 Battery Place
New York, New York 10004
Attn: Frank Di Paolo, CFO                            (212) 845-3200
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
Secure America Acquisition Corporation

We hereby consent to the use in the Prospectus constituting part of Amendment No. 2 to the Registration Statement on Form S-1 of our report
dated June 25, 2007, except for the first paragraph of Note 1 and Note 5, as to which the date is August 6, 2007, on the financial statements of
Secure America Acquisition Corporation (formerly Fortress America Acquisition Corporation II) as of June 11, 2007 and for the period from
May 14, 2007 (inception) to June 11, 2007, which appears in such Prospectus. We also consent to the reference to our Firm under the caption
―Experts‖ in such Prospectus.



GOLDSTEIN GOLUB KESSLER LLP
New York, New York

August 30, 2007