Common use of per Unit Clause in Contracts

per Unit. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by UBS and Barclays on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

per Unit. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit unit to be paid by the Underwriters to the CompanyCompany for the Firm Units. The Over-Allotment Option may be exercised by UBS and Barclays the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock Class A Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public StockholdersShareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is shall be authorized to distribute the Deferred Discount to the Public Stockholders Shareholders on a pro rata basis.

per Unit. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit unit to be paid by the Underwriters to the CompanyCompany for the Firm Units. The Over-Allotment Option may be exercised by UBS and Barclays the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is shall be authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

per Unit. The Company is advised by the Representatives you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ your judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by UBS and Barclays Securities LLC (“UBS”) on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives UBS may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of up to $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

per Unit. The Company Partnership is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date effectiveness of the Registration Statement this Agreement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The Representatives may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Company Partnership hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyPartnership, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Common Unit to be paid by the Underwriters to the CompanyPartnership for the Firm Units. The Over-Allotment Option may be exercised by UBS and Barclays the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date of the ProspectusProspectus Supplement, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional sharesunits), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

per Unit. The Company Partnership is advised by the Representatives you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date effectiveness of the Registration Statement this Agreement as in the Representatives’ your judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company Partnership hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyPartnership, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit unit to be paid by the Underwriters to the CompanyPartnership for the Firm Units. The Over-Allotment Option may be exercised by UBS and Barclays the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date of the ProspectusProspectus Supplement, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional sharescommon units), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

per Unit. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by UBS Credit Suisse and Barclays BAML on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of up to $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

per Unit. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by UBS and Barclays Cantor on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of up to $0.35 0.36 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo4(nn) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

per Unit. The Company will deliver the Units to you at your office, or such other place as you may designate, against payment to the Company for the Units by wire transfer or by certified or official bank check or checks payable in New York Clearing House funds to the order of the Company. The Units so to be delivered will be in definitive, fully registered form in such authorized denominations and registered in such names as you request by notice to the Company given not later than 5:00 P.M., New York City time, on the second business day next preceding the Closing Date. The date and the time of such delivery and payment shall be 11:00 A.M., New York City time, on ________________, 1998 (or such other time and date as you and the Company may agree upon). The time and date of such payment and delivery is advised by herein sometimes referred to as the Representatives that the Underwriters intend (i) "Closing Date". The Company agrees to make a public offering the Units available to you for the purpose of their respective portions expediting the checking and packaging of the Firm Units as soon after Units, at the effective date of office at which they are to be delivered, not later than 2:00 P.M., New York City time, on the Registration Statement as in business day next preceding the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the ProspectusClosing Date. In addition, the The Company hereby grants to you the several Underwriters right, exercisable within 45 days from the option date hereof, to purchase from the Company up to 150,000 additional Units (the “Over-Allotment Option”"Additional Units") to purchaseat a purchase price of $5.40 per Unit, and upon for the basis purpose of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover covering over-allotments made in connection with the offering sale by any of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by UBS and Barclays on behalf of the several Underwriters at any time and from time Units. You may exercise your right to time on or before the forty-fifth day following the date of the Prospectus, purchase Additional Units by giving written notice of such exercise to the Company. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option such right is being exercised exercised, the names in which Additional Units are to be registered, the denominations in which Additional Units are to be issued and the date and time time, as determined by you, when the Additional Units are to be delivered (any such date and time being herein sometimes referred to as an “additional time of purchase”the "Additional Closing Date"); provided, however, that no additional time of purchase the Additional Closing Date shall not be earlier than the “time of purchase” (as defined below) nor Closing Date. The Additional Closing Date may be on the Closing Date; if not, it shall be no earlier than the second third business day after the date on which the Over-Allotment Option right shall have been exercised nor later than the tenth twelfth business day after the date on which the Over-Allotment Option right shall have been exercised. The number of Company will deliver the Additional Units to be sold to each Underwriter shall be the number which bears the same proportion you at your office, or such other place as you may designate, against payment to the aggregate number of Company for the Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears by wire transfer or by certified or official bank check or checks payable in New York Clearing House funds to the total number order of Firm the Company. The Additional Units (subjectso to be delivered will be in definitive, fully registered form in each case, to such adjustment authorized denominations and registered in such names as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. In addition you request by notice to the discount from Company given not later than 5:00 P.M., New York City time, on the second business day next preceding the Additional Closing Date. The Company agrees to make the Additional Units available to you for the purpose of expediting the checking and packaging of the Units, at the office at which they are to be delivered, not later than 2:00 P.M., New York City time, on the business day next preceding the Additional Closing Date. It is understood that the Underwriters propose to offer the Units for sale to the public offering price represented by upon the Purchase Price terms and conditions set forth in the first sentence of this Section 1Registration Statement, after the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basisRegistration Statement becomes effective.

per Unit. Each Warrant shall entitle the holder to purchase one share of Common Stock for a four year period commencing one year from the Effective Date (hereinafter defined) at a price of $5.00 per share. The Unit Warrants will be immediately detachable from the Common Stock on the Effective Date. The Warrants may be called by the Company commencing one year from the Effective Date upon at least thirty days prior written notice at a price of $.05 per Warrant at any time provided the closing bid for the Common Stock is at least $14.40 during each day of the twenty (20) trading day period ending on the fifth day preceding the date of the written notice. The Warrant Agreement will provide that no such notice will be given until there is a current Registration Statement and Prospectus on file with the Securities and Exchange Commission at the time such notice is given to Warrant Holders and that the notice may not be mailed to Warrant Holders during the aforesaid one-year period from the Effective Date. The Units are hereinafter sometimes referred to as the "Firm Units." Upon the request of the Representative, and as provided in Section 3 hereof, the Company will also issue and sell to the Underwriters up to a maximum of an additional 37,500 Units for the purpose of covering over-allotments. Such additional Units are hereinafter sometimes referred to as the "Optional Units." Both the Firm Units and the Optional Units are sometimes collectively referred to herein as the "Units." All of the securities which are the subject of this Agreement are more fully described in the Prospectus of the Company described below. In the event that the Representative does not form an underwriting group but decides to act as the sole Underwriter, then all references to VTR herein as Representative shall be deemed to be to it as such sole Underwriter and Section 14 hereof shall be deemed deleted in its entirety. The Company is advised by the Representatives understands that the Underwriters intend (i) propose to make a public offering of their respective portions of the Firm Units as soon as the Representative deems advisable after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially hereinafter referred to offer the Firm Units upon the terms set forth in the Prospectusbecomes effective. In addition, the The Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance confirms its agreement with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by UBS and Barclays on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised Representative and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to other Underwriters as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.follows:

per Unit. The Company is advised by the Representatives Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ Representative’s judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by UBS and Barclays the Representative on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the such Additional Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives Representative may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 0.40 per Firm Unit (including both Firm Units purchased hereunder and $0.55 per Additional Units) Unit purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock Class A Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public StockholdersShareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is shall be authorized to distribute the Deferred Discount to the Public Stockholders Shareholders on a pro rata basis.

per Unit. The Company is advised by In addition, upon the Representatives basis of the representations and warranties and subject to the terms and conditions set forth herein, in the event that the Underwriters intend (i) to make a public offering of their respective portions of the Firm sell more Common Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer Offering than the number of Firm Units upon the terms set forth in the Prospectus. In additionUnits, the Company Partnership hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyPartnership, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the CompanyPartnership for the Firm Units. The Over-Allotment Option may be exercised by UBS and Barclays the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date of the Prospectus, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to herein as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase (as defined in Section 2 hereof) nor, if the additional time of purchase is after the time of purchase” (as defined below) nor , earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which that bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on in Schedule A attached hereto bears to the total aggregate number of Firm Units (subjectUnits, in each case, subject to such adjustment adjustments as the Representatives may determine are necessary to eliminate fractional shares), Units and subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

per Unit. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit unit to be paid by the Underwriters to the CompanyCompany for the Firm Units. The Over-Allotment Option may be exercised by UBS and Barclays the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Class A Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is shall be authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company and the Underwriters agree that up to five percent (5%) of the Firm Units to be purchased by the Underwriters (the “Reserved Units”) shall be reserved for sale by the Underwriters to designees of the Company as part of the distribution of the Units, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of FINRA and all other applicable laws, rules and regulations. The Company has solely determined, without any direct or indirect participation by the Underwriters, who will purchase the Reserved Units. To the extent that the Reserved Units are not orally confirmed for purchase by 9:00 A.M. (New York City time) on the first business day after the date of this Agreement, the Reserved Units may be offered to the public as part of the public offering contemplated hereby.

per Unit. The Company Partnership is advised by the Representatives Underwriters that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date effectiveness of the Registration Statement this Agreement as in the Representatives’ their judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Company Partnership hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyPartnership, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the CompanyPartnership for the Firm Units; provided, however, that the amount paid by the Underwriters on any Additional Units shall be reduced by an amount per share equal to any dividends declared by the Partnership and payable on the Firm Units but not payable on such Additional Units. The Over-Allotment Option may be exercised by UBS and Barclays on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date of the ProspectusProspectus Supplement, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor (unless the Over-Allotment is exercised prior to the Closing Date, in which case the additional time of purchase shall be the Closing Date) earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A attached hereto bears to the total number of Firm Units (Units, subject, in each case, to such adjustment as the Representatives Underwriters may determine to eliminate fractional shares), Units and subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

per Unit. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Over- Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit unit to be paid by the Underwriters to the CompanyCompany for the Firm Units. The Over-Allotment Option may be exercised by UBS and Barclays the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is shall be authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

per Unit. The Company Partnership is advised by the Representatives Underwriters that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date effectiveness of the Registration Statement this Agreement as in the RepresentativesUnderwriters’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Company Partnership hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyPartnership, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Common Unit to be paid by the Underwriters to the CompanyPartnership for the Firm Units, provided, however, that the amount paid by the Underwriters for any Additional Units shall be reduced by an amount per unit equal to any distribution declared by the Partnership and payable on the Firm Units but not payable on such Additional Units. The Over-Allotment Option may be exercised by UBS and Barclays Xxxxx Fargo on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date of the ProspectusProspectus Supplement, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives Underwriters may determine to eliminate fractional sharesunits), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

per Unit. The Company Partnership is advised by the Representatives you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date effectiveness of the Registration Statement this Agreement as in the Representatives’ your judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. You may from time to time increase or decrease that public offering price after the initial public offering to the extent you may determine. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional units, as the Underwriters may determine. In addition, the Company Partnership hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyPartnership, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit unit to be paid by the Underwriters to the CompanyPartnership for the Firm Units. The Over-Allotment Option may be exercised by UBS and Barclays the Representative on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date of the Prospectusthis Agreement, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives Representative may determine to eliminate fractional sharesUnits), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

per Unit. Warrants The Company is advised by Warrants will be non-transferable and be issued and registered in the Representatives that the Underwriters intend (i) to make a public offering of their respective portions name of the Firm Units as soon after purchasers or their nominees. The certificates representing the effective date Warrants will, among other things, include provisions for the appropriate adjustment in the class, number and price of the Registration Statement as in Warrant Shares issued upon exercise of the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units Warrants upon the terms set forth in occurrence of certain events, including any subdivision, consolidation or reclassification of the Prospectus. In additionIssuer’s common shares, the Company hereby grants to payment of stock dividends and the several Underwriters amalgamation of the option Issuer. The issue of the Warrants will not restrict or prevent the Issuer from obtaining any other financing, or from issuing additional securities or rights, during the period within which the Warrants may be exercised. Selling Jurisdictions The Units may be sold in jurisdictions where they may be lawfully sold (the “Over-Allotment OptionSelling Jurisdictions”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably ). Exemptions The offering will be made in accordance with any exemptions that may be available under the number of Firm Units to be purchased by each of them, all or a portion securities laws of the Additional Selling Jurisdictions. Registration of Securities The Securities acquired by the Purchasers are restricted under Rule 144. The Issuer will use its best efforts to file a registration statement within 60 days of closing have it declared effective within 120 days of closing so that the Securities may be sold in the market. Resale restrictions and legends The Purchaser acknowledges that the certificates representing the Purchased Securities will bear the following legend: “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS SECURITY, EXCEPT AS PERMITTED BY THE 1933 ACT.” Purchasers are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them. Closing Date The completion of the sale and purchase of the Units will take place in one or more closings, on a date or dates as agreed to by the Issuer and the Purchaser. Payment for, and delivery of the Units, is scheduled to occur on or about May ___, 2007 or such later date as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid agreed upon by the Underwriters to the Company. The Over-Allotment Option may be exercised by UBS and Barclays on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised Issuer and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder Purchaser (the “Deferred DiscountClosing Date”). Additional definitions In the Subscription Agreement, subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in following words have the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.following meanings unless otherwise indicated:

per Unit. The Company Partnership is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date Effective Time of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The Representatives may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forthforth herein, in the event that the Underwriters sell more Common Units in the Offering than the number of Firm Units, the Partnership hereby grants to the several Underwriters shall have the right Over-Allotment Option to purchase, severally and not jointly, from the CompanyPartnership, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the CompanyPartnership for the Firm Units. The Over-Allotment Option may be exercised by UBS and Barclays the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date of the Prospectus, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to herein as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase (as defined in Section 2 hereof) nor, if the additional time of purchase is after the time of purchase” (as defined below) nor , earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which that bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on in Schedule A attached hereto bears to the total aggregate number of Firm Units (subjectUnits, in each case, subject to such adjustment adjustments as the Representatives may determine are necessary to eliminate fractional shares), Units and subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

per Unit. The Company Partnership is advised by the Representatives you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date effectiveness of the Registration Statement this Agreement as in the Representatives’ your judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company Partnership hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyPartnership, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit unit to be paid by the Underwriters to the CompanyPartnership for the Firm Units. The Over-Allotment Option may be exercised by UBS and Barclays the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth (30th) day following the date of the ProspectusProspectus Supplement, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A I hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional sharesUnits), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

per Unit. The Company Partnership is advised by the Representatives you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date effectiveness of the Registration Statement this Agreement as in the Representatives’ your judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company Partnership hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyPartnership, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit unit to be paid by the Underwriters to the CompanyPartnership for the Firm Units. The Over-Allotment Option may be exercised by UBS and Barclays Securities LLC (“UBS”) on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date of the ProspectusProspectus Supplement, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives UBS may determine to eliminate fractional sharescommon units), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

per Unit. The Company Partnership is advised by the Representatives Salomon Smith Barney Inc. that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units xxxxx xxx Xxrx Xxxxs upon the terms set forth in the ProspectusProspectus and Prospectus Supplement. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. Over-Allotment. In addition, the Company Partnership hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyPartnership, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit unit to be paid by the Underwriters to the CompanyPartnership for the Firm Units. The Over-Allotment Option This option may be exercised by UBS and Barclays Salomon Smith Barney Inc. on behalf of the several Underwriters in xxxxx xx xx xart at any time and from time to time (but not more than once) on or before the forty-fifth thirtieth (30th) day following the date of the Prospectushereof, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “the "additional time of purchase”"); provided, however, that no the additional time of purchase shall not be earlier than the “time of purchase” purchase (as defined below) nor earlier than the second business day day(1) after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth (10th) business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.the

per Unit. The Company Partnership is advised by the Representatives you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon as practicable after the effective date execution and delivery of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectusthis Agreement. In addition, the Company Partnership hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyPartnership, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as they may be necessary to cover over-allotments made in connection with the offering of the Firm Unitsdetermine, at the same purchase price per Firm Unit unit to be paid by the Underwriters to the CompanyPartnership for the Firm Units, less an amount per share equal to any dividends or distributions declared by the Partnership and payable on the Firm Units but not payable on the Additional Units. The Over-Allotment Option may be exercised by Xxxxxxx Lynch, Pierce, Xxxxxx and Xxxxx Incorporated, X.X. Xxxxxx Securities LLC, UBS Securities LLC and Barclays Xxxxx Fargo Securities, LLC (collectively, the “Representatives”) on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date of the Prospectus, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional sharesunits), subject to adjustment in accordance with Section 8 hereof. In addition The Partnership shall not be obligated to deliver any of the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and or Additional Units) Units to be delivered on the applicable delivery date except upon payment for all such Units to be purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) on such delivery date as provided herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

per Unit. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. In addition, the Company Partnership hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyPartnership, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering event the Underwriters sell more than the number of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the CompanyPartnership for the Firm Units. The Over-Allotment Option may be exercised by UBS and Barclays the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date of the Prospectus, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than (i) if such additional time of purchase is concurrent with the initial time of purchase, first business day after the date on which the Over-Allotment Option shall have been exercised and (ii) if such additional time of purchase is after the initial time of purchase, the second business day after the date on which the Over-Allotment Option shall have been exercised exercised; nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercisedexercised . The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A attached hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional sharesUnits), subject to adjustment in accordance with Section 8 9 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

per Unit. Each Warrant shall entitle the holder to purchase one share of Common Stock for a four year period commencing one year from the Effective Date (hereinafter defined) at a price of $5.25 per share. The Warrants will be immediately detachable from the Common Stock on the Effective Date. The Warrants may be called by the Company commencing one year from the Effective Date upon at least thirty days prior written notice at a price of $.05 per Warrant at any time provided the closing bid for the Common Stock is at least $10.00 during each day of the twenty (20) trading day period within a period of thirty (30) consecutive trading days ending on the fifth day preceding the date of the written notice. The Warrant Agreement will provide that no such notice will be given until there is a current Registration Statement and Prospectus on file with the Securities and Exchange Commission (the "Commission") at the time such notice is given to warrant holders and that the notice may not be mailed to warrant holders during the aforesaid one-year period from the Effective Date. The Company is advised by Units and the Representatives Selling Security Holder Units are hereinafter referred to as the "Firm Units." Upon the request of the Representative, and as provided in Section 3 hereof, the Selling Security Holder will sell to the Underwriters up to a maximum of an additional 75,000 Units for the purpose of covering over-allotments. Such additional Units are hereinafter sometimes referred to as the "Optional Units." Both the Firm Units and the Optional Units are sometimes collectively referred to herein as the "Units." All of the securities which are the subject of this Agreement are more fully described in the Prospectus of the Company described below. In the event that the Representative does not form an underwriting group but decides to act as the sole Underwriter, then all references to VTR herein as Representative shall be deemed to be to it as such sole Underwriter and Section 14 hereof shall be deemed deleted in its entirety. The Company and the Selling Security Holder understand that the Underwriters intend (i) propose to make a public offering of their respective portions of the Firm Units as soon as the Representative deems advisable after the effective date of the Registration Statement as in hereinafter referred to becomes effective. The Company and the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. In addition, the Company Selling Security Holder hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance confirm their agreement with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by UBS and Barclays on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised Representative and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to other Underwriters as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.follows:

per Unit. The Company Partnership is advised by the Representatives you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date effectiveness of the Registration Statement this Agreement as in the Representatives’ your judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company Partnership hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyPartnership, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit unit to be paid by the Underwriters to the CompanyPartnership for the Firm Units. The Over-Allotment Option may be exercised by UBS and Barclays the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date of the ProspectusProspectus Supplement, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional sharescommon units), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

per Unit. Warrants The Company is advised by Warrants will be non-transferable and be issued and registered in the Representatives that the Underwriters intend (i) to make a public offering of their respective portions name of the Firm Units as soon after purchasers or their nominees. The certificates representing the effective date Warrants will, among other things, include provisions for the appropriate adjustment in the class, number and price of the Registration Statement as in Warrant Shares issued upon exercise of the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units Warrants upon the terms set forth in occurrence of certain events, including any subdivision, consolidation or reclassification of the Prospectus. In additionIssuer’s common shares, the Company hereby grants to payment of stock dividends and the several Underwriters amalgamation of the option Issuer. The issue of the Warrants will not restrict or prevent the Issuer from obtaining any other financing, or from issuing additional securities or rights, during the period within which the Warrants may be exercised. Selling Jurisdictions The Units may be sold in jurisdictions where they may be lawfully sold (the “Over-Allotment OptionSelling Jurisdictions”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably ). Exemptions The offering will be made in accordance with any exemptions that may be available under the number of Firm Units to be purchased by each of them, all or a portion securities laws of the Additional Selling Jurisdictions. Registration of Securities The Securities acquired by the Purchasers are restricted under Rule 144 and will not be registered by the Issuer. Resale restrictions and legends The Purchaser acknowledges that the certificates representing the Purchased Securities will bear the following legend: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Purchasers are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them. Closing Date The completion of the sale and purchase of the Units will take place in one or more closings, on a date or dates as agreed to by the Issuer and the Purchaser. Payment for, and delivery of the Securities, is scheduled to occur on or about November ___, 2007 or such later date as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid agreed upon by the Underwriters to the Company. The Over-Allotment Option may be exercised by UBS and Barclays on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised Issuer and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder Purchaser (the “Deferred DiscountClosing Date”). Additional definitions In the Subscription Agreement, subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in following words have the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.following meanings unless otherwise indicated:

per Unit. The Company is advised by the Representatives you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units Securities as soon after the effective date of the Registration Statement as in the Representatives’ your judgment is advisable and (ii) initially to offer the Firm Units Securities upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units Securities to be purchased by each of them, all or a portion of the Additional Units Securities as may be necessary to cover over-allotments made in connection with the offering of the Firm UnitsSecurities, at the same purchase price per Firm Unit Security to be paid by the Underwriters to the CompanyCompany for the Firm Securities. The Over-Allotment Option may be exercised by UBS and Barclays Securities LLC (“UBS”) on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Units Securities as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units Securities are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” Closing Date (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units Securities to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units Securities being purchased as the number of Firm Units Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units Securities (subject, in each case, to such adjustment as the Representatives UBS may determine to eliminate fractional sharesSecurities), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price of $10.00 per Unit represented by the Purchase Price purchase price set forth in the first sentence of this Section 1above, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 0.40 per Unit (including for both Firm Units Underwritten Securities and Additional UnitsSecurities) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates a Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”)stockholders, (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount as described in the Registration Statement. The Company hereby agrees that it will not make any amendments to the Public Stockholders on Trust Agreement or to Exhibit A to the Trust Agreement in such a pro rata basismanner as to adversely affect the right of the Underwriters to receive the Deferred Discount as contemplated herein and therein without the written consent of the Underwriters.

per Unit. The Company Partnership is advised by the Representatives you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company Partnership hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, purchase from the Company, Partnership ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the CompanyPartnership for the Firm Units. The Over-Allotment Option This option may be exercised by UBS and Barclays the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth 30th day following the date of the ProspectusProspectus Supplement, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an the “additional time of purchase”); provided, however, that no the additional time of purchase shall not be earlier than the “time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised (unless it is exercised prior to the time of purchase) nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which that bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Units, subject to adjustment in accordance with Section 8 9 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

per Unit. The Company Partnership is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date effectiveness of the Registration Statement this Agreement as in the Representatives’ their judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The Representatives may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Company Partnership hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyPartnership, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the CompanyPartnership for the Firm Units. The Over-Allotment Option may be exercised by UBS and Barclays the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date of the ProspectusProspectus Supplement, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A attached hereto bears to the total number of Firm Units (Units, subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), Units and subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

per Unit. The Company will deliver the Units to you at your office, or such other place as you may designate, against payment to the Company for the Units by wire transfer or by certified or official bank check or checks payable in New York Clearing House funds to the order of the Company. The Units so to be delivered will be in definitive, fully registered form in such authorized denominations and registered in such names as you request by notice to the Company given not later than 5:00 P.M., New York City time, on the second business day next preceding the Closing Date. The date and the time of such delivery and payment shall be 11:00 A.M., New York City time, on ________________, 1998 (or such other time and date as you and the Company may agree upon). The time and date of such payment and delivery is advised by herein sometimes referred to as the Representatives that the Underwriters intend (i) "Closing Date". The Company agrees to make a public offering the Units available to you for the purpose of their respective portions expediting the checking and packaging of the Firm Units as soon after Units, at the effective date of office at which they are to be delivered, not later than 2:00 P.M., New York City time, on the Registration Statement as in business day next preceding the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the ProspectusClosing Date. In addition, the The Company hereby grants to you the several Underwriters right, exercisable within 45 days from the option date hereof, to purchase from the Company up to 210,000 additional Units (the “Over-Allotment Option”"Additional Units") to purchaseat a purchase price of $5.22 per Unit, and upon for the basis purpose of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover covering over-allotments made in connection with the offering sale by any of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by UBS and Barclays on behalf of the several Underwriters at any time and from time Units. You may exercise your right to time on or before the forty-fifth day following the date of the Prospectus, purchase Additional Units by giving written notice of such exercise to the Company. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option such right is being exercised exercised, the names in which Additional Units are to be registered, the denominations in which Additional Units are to be issued and the date and time time, as determined by you, when the Additional Units are to be delivered (any such date and time being herein sometimes referred to as an “additional time of purchase”the "Additional Closing Date"); providedPROVIDED, howeverHOWEVER, that no additional time of purchase the Additional Closing Date shall not be earlier than the “time of purchase” (as defined below) nor Closing Date. The Additional Closing Date may be on the Closing Date; if not, it shall be no earlier than the second third business day after the date on which the Over-Allotment Option right shall have been exercised nor later than the tenth twelfth business day after the date on which the Over-Allotment Option right shall have been exercised. The number of Company will deliver the Additional Units to be sold to each Underwriter shall be the number which bears the same proportion you at your office, or such other place as you may designate, against payment to the aggregate number of Company for the Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears by wire transfer or by certified or official bank check or checks payable in New York Clearing House funds to the total number order of Firm the Company. The Additional Units (subjectso to be delivered will be in definitive, fully registered form in each case, to such adjustment authorized denominations and registered in such names as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. In addition you request by notice to the discount from Company given not later than 5:00 P.M., New York City time, on the second business day next preceding the Additional Closing Date. The Company agrees to make the Additional Units available to you for the purpose of expediting the checking and packaging of the Units, at the office at which they are to be delivered, not later than 2:00 P.M., New York City time, on the business day next preceding the Additional Closing Date. It is understood that the Underwriters propose to offer the Units for sale to the public offering price represented by upon the Purchase Price terms and conditions set forth in the first sentence of this Section 1Registration Statement, after the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basisRegistration Statement becomes effective.

per Unit. The Company is advised by the Representatives Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ Representative’s judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by UBS and Barclays Credit Suisse on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives Representative may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of up to $0.35 0.33 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo4(nn) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

per Unit. The Company Partnership is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date effectiveness of the Registration Statement this Agreement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The Representatives may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Company Partnership hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyPartnership, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Common Unit to be paid by the Underwriters to the CompanyPartnership for the Firm Units, provided, however, that the amount paid by the Underwriters for any Additional Units shall be reduced by an amount per unit equal to any distribution declared by the Partnership and payable on the Firm Units but not payable on such Additional Units. The Over-Allotment Option may be exercised by UBS and Barclays the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date of the ProspectusProspectus Supplement, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional sharesunits), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

per Unit. The Company Partnership is advised by the Representatives you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement this Agreement as in the Representatives’ your judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company Partnership hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyPartnership, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Additional Unit to be paid by the Underwriters to the CompanyPartnership for the Firm Units. The Over-Allotment Option This option may be exercised by UBS and Barclays Warburg LLC ("UBS Warburg") on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date of the Prospectushereof, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “the "additional time of purchase”"); provided, however, that no the additional time of purchase shall not be earlier than the “time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which that bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional sharesUnits), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

per Unit. The Company is Partnership and the Selling Unitholders are advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date effectiveness of the Registration Statement this Agreement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The Representatives may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Company Partnership and the Selling Unitholders hereby grants grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyPartnership and the Selling Unitholders, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Common Unit to be paid by the Underwriters to the CompanyPartnership and the Selling Unitholders for the Firm Units. The Over-Allotment Option may be exercised by UBS and Barclays the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date of the ProspectusProspectus Supplement, by written notice to the CompanyPartnership and the Selling Unitholders. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional sharesunits), subject to adjustment in accordance with Section 8 10 hereof. In addition With respect to each exercise of the discount from Over-Allotment Option, the public offering price represented by Partnership shall sell two-thirds of such Additional Units and the Purchase Price Selling Unitholders shall sell one-third of such Additional Units (in the respective amounts and percentages set forth in the first sentence of this Section 1, the Company hereby agrees to pay on Schedule B) to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (subject, in each case, to such adjustment as the “Deferred Discount”Representatives may determine to eliminate fractional units), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

per Unit. The Company Partnership is advised by the Representatives Underwriters that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date effectiveness of the Registration Statement this Agreement as in the Representatives’ their judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Company Partnership hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyPartnership, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the CompanyPartnership for the Firm Units; provided, however, that the amount paid by the Underwriters on any Additional Units shall be reduced by an amount per share equal to any distributions declared by the Partnership and payable on the Firm Units but not payable on such Additional Units. The Over-Allotment Option may be exercised by UBS and Barclays the Representative, on behalf of the several Underwriters Underwriters, at any time and from time to time on or before the forty-fifth thirtieth day following the date of the ProspectusProspectus Supplement, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor (unless the Option is exercised prior to the Closing Date, in which case the additional time of purchase shall be the Closing Date) earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A attached hereto bears to the total number of Firm Units (Units, subject, in each case, to such adjustment as the Representatives Underwriters may determine to eliminate fractional shares), Units and subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

per Unit. The Company is Marathon Parties are advised by the Representatives you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ your judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company Partnership hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyPartnership, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit unit to be paid by the Underwriters to the CompanyPartnership for the Firm Units. The Over-Allotment Option may be exercised by UBS Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx and Barclays Xxxxx Incorporated and Xxxxxx Xxxxxxx & Co. LLC (collectively, the “Representatives”) on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date of the Prospectus, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional sharesunits), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

per Unit. The Company Partnership is advised by the Representatives you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the ProspectusProspectus and Prospectus Supplement. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. Over-Allotment. In addition, the Company Partnership hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyPartnership, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit unit to be paid by the Underwriters to the CompanyPartnership for the Firm Units. The Over-Allotment Option This option may be exercised by UBS and Barclays you on behalf of the several Underwriters in whole or in part at any time and from time to time (but not more than once) on or before the forty-fifth thirtieth (30th) day following the date of the Prospectushereof, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “the "additional time of purchase”"); provided, however, that no the additional time of purchase shall not be earlier than the “time of purchase” purchase (as defined below) nor earlier than the second business day day1 after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth (10th) business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.--------------------

per Unit. The Company Partnership is advised by the Representatives you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date effectiveness of the Registration Statement this Agreement as in the Representatives’ your judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company Partnership hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyPartnership, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the CompanyPartnership for the Firm Units. The Over-Allotment Option may be exercised by UBS and Barclays Securities LLC (“UBS”) on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date of the ProspectusProspectus Supplement, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives UBS may determine to eliminate fractional sharesUnits), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

per Unit. The Company is advised by Each Warrant will entitle the Representatives that holder to purchase one (1) share of Common Stock at an exercise price of $3.00 per share ("Warrant Exercise Price") during the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after five-year period commencing on the effective date of the Registration Statement as in ("Effective Date"). The Warrants will be redeemable on thirty (30) days prior written notice at a redemption price of $0.02 per Warrant if (a) the Representatives’ judgment is advisable and closing high bid price of the Common Stock has exceeded $4.00 per share for at least the last 20 of the 30 trading days immediately preceding the mailing of the notice of redemption, (iib) initially to offer the Firm Units upon the terms set forth in the Prospectus. In addition, the Company hereby grants has in effect a current registration statement with the applicable regulatory authorities registering the Common Stock issuable upon exercise of the Warrants. The shares of the Company's Common Stock underlying the Warrants are referred to herein as the several Underwriters the "Warrant Shares." The Representative shall also have an over-allotment option to purchase all or part of an additional number of Units (the “"Over-Allotment Option”Allotment") as will be equal to purchase, and upon the basis not more than fifteen (15%) of the representations and warranties and subject to the terms and conditions herein set forthtotal number of Units initially offered, the Underwriters shall have the right to purchase, severally and not jointly, for a period of forty-five (45) days from the CompanyEffective Date, ratably as provided in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the CompanySection 3.1 hereof. The Over-Allotment Option may shall be exercised exercisable by UBS and Barclays on behalf of the several Underwriters at any time and Underwriter, in whole or in part, from time to time on or before during the aforementioned forty-fifth five (45) day following period. The Company proposes to issue and sell to the date Representative on the Closing Date, for a total purchase price of $100, warrants to purchase common stock substantially identical to the Common Stock comprising a part of the Prospectus, by written notice Units at 100% of the initial per Unit offering price on the Effective Date of the Registration Statement (the "Unit Common Stock Warrant") and warrants to purchase Warrants comprising a part of the Company. Such notice shall set forth Units (the aggregate number of Additional Units as to which "Unit Warrant") (the Over-Allotment Option is being exercised Unit Common Stock Warrant and the date and time when the Additional Units Unit Warrant are to be delivered (any such date and time being herein together referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares"Underwriter's Warrants"), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period as provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basisSection 3.3 hereof.

per Unit. The Company Partnership is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The Representatives may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Company Partnership hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forthforth herein, in the event that the Underwriters sell more Common Units in the Offering than the number of Firm Units, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyPartnership, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the CompanyPartnership for the Firm Units. The Over-Allotment Option may be exercised by UBS and Barclays the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date of the Prospectus, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to herein as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” purchase (as defined belowin Section 2 hereof) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which that bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on in Schedule A attached hereto bears to the total aggregate number of Firm Units (subjectUnits, in each case, subject to such adjustment adjustments as the Representatives may determine are necessary to eliminate fractional shares), Units and subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

per Unit. The Company On the date hereof, each Unit is advised by equal to one share of Common Stock, no par value, of Tanisys Technology, Inc., a Wyoming corporation (the Representatives that the Underwriters intend (i) "Company"), subject to make a public offering of their respective portions adjustment pursuant to Section 6 of the Firm Units Warrant Agreement (defined below). This Warrant is issued pursuant to a Warrant Agreement, dated as soon after of May 17, 1995 (the effective date "Warrant Agreement"), between the Company and certain subscribers, and all rights of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis holder of the representations and warranties and this Warrant are subject to the terms and conditions herein set forthprovisions of the Warrant Agreement, copies of which are available for inspection at the offices of the Company. TRANSFER OF THIS WARRANT IS RESTRICTED AS PROVIDED IN THE WARRANT AGREEMENT. Subject to the provisions and restrictions of the Vancouver Stock Exchange, the Underwriters shall have Securities Act of 1933 and the right to purchaseWarrant Agreement, severally this Warrant and not jointly, from all rights hereunder are transferable at the principal executive offices of the Company, ratably by the holder hereof in accordance person or by his or its duly authorized attorney, upon surrender of this Warrant, together with the number of Firm Units to be purchased by each of them, all or a portion Assignment hereof duly endorsed. Until transfer hereof on the books of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by UBS and Barclays on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to may treat the Underwriters a deferred discount of $0.35 per Unit registered holder as the owner hereof for all purposes. THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE AND ANY SHARES ACQUIRED UPON THE EXERCISE THEREOF ARE SUBJECT TO A HOLD PERIOD AND MAY NOT BE TRADED IN BRITISH COLUMBIA UNTIL THE EXPIRY OF THE HOLD PERIOD EXCEPT AS PERMITTED BY THE SECURITIES ACT (including both Firm Units and Additional UnitsBRITISH COLUMBIA) purchased hereunder (the “Deferred Discount”)AND REGULATIONS MADE UNDER THE ACT. FOR CANADIAN RESIDENTS, subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”)THE HOLD PERIOD EXPIRES ON MAY 17, (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis1996; HOWEVER, PURSUANT TO THE POLICIES OF THE VANCOUVER STOCK EXCHANGE, THE WARRANTS, IF EXERCISABLE FOR A PERIOD OF MORE THAN ONE YEAR, REMAIN NON-TRANSFERABLE FOR THE BALANCE OF THE EXERCISE PERIOD.

per Unit. The Company is Partnership and the Selling Unitholders are advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date effectiveness of the Registration Statement this Agreement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The Representatives may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Company Xxxxxxx Unitholders hereby grants grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyXxxxxxx Unitholders, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Common Unit to be paid by the Underwriters to the CompanySelling Unitholders for the Firm Units. The Over-Allotment Option may be exercised by UBS and Barclays the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date of the ProspectusProspectus Supplement, by written notice to the CompanyXxxxxxx Unitholders. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A B hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional sharesunits), subject to adjustment in accordance with Section 8 10 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

per Unit. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. In addition, the Company Partnership hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forthforth herein, in the event that the Underwriters sell more Common Units in the Offering than the number of Firm Units, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyPartnership, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the CompanyPartnership for the Firm Units. The Over-Allotment Option may be exercised by UBS and Barclays the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date of the Prospectus, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to herein as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase (as defined in Section 2 hereof) nor, if the additional time of purchase is after the time of purchase” (as defined below) nor , earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which that bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on in Schedule A attached hereto bears to the total aggregate number of Firm Units (subjectUnits, in each case, subject to such adjustment adjustments as the Representatives may determine are necessary to eliminate fractional shares), Units and subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

per Unit. The Company is advised by the Representatives you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units Securities as soon after the effective date of the Registration Statement as in the Representatives’ your judgment is advisable and (ii) initially to offer the Firm Units Securities upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units Securities to be purchased by each of them, all or a portion of the Additional Units Securities as may be necessary to cover over-allotments made in connection with the offering of the Firm UnitsSecurities, at the same purchase price per Firm Unit Security to be paid by the Underwriters to the CompanyCompany for the Firm Securities. The Over-Allotment Option may be exercised by UBS and Barclays Securities LLC (“UBS”) on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Units Securities as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units Securities are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” Closing Date (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units Securities to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units Securities being purchased as the number of Firm Units Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units Securities (subject, in each case, to such adjustment as the Representatives UBS may determine to eliminate fractional sharesSecurities), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price of $10.00 per Unit represented by the Purchase Price purchase price set forth in the first sentence of this Section 1above, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 0.30 per Unit (including for both Firm Units Underwritten Securities and Additional UnitsSecurities) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates a Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”)stockholders, (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount as described in the Registration Statement. The Company hereby agrees that it will not make any amendments to the Public Stockholders on Trust Agreement or to Exhibit A to the Trust Agreement in such a pro rata basismanner as to adversely affect the right of the Underwriters to receive the Deferred Discount as contemplated herein and therein without the written consent of the Underwriters.

per Unit. Each Unit is comprised of one common share of the Company (a “Unit Share”) and one-half of one common share purchase warrant of the Company (the “Warrants”). Each whole Warrant shall entitle the holder thereof to acquire one common share of the Company (a “Warrant Share”) at an exercise price of US$2.90 for 24 months following the Closing Date (as defined hereunder). The Company is advised Subscriber agrees to be bound by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable terms and (ii) initially to offer the Firm Units upon the terms conditions set forth in the Prospectus. In additionattached “Terms and Conditions of Subscription for Units” including, without limitation, the representations, warranties and covenants set forth in the applicable schedules attached thereto which forms part of and is hereby incorporated by reference into this Subscription Agreement. The Subscriber further agrees and acknowledges, as applicable, without limitation, (i) that the Company hereby grants to may rely upon the several Underwriters Subscriber’s representations, warranties and covenants contained in such documents, (ii) that such representations and warranties of the option Subscriber shall be true and correct both as of the date of the execution of this Subscription Agreement (as defined hereunder) and as of the Closing Date, and (iii) that such representations and warranties of the Subscriber shall survive Closing (as defined hereunder). The Subscriber acknowledges that this is a non-brokered private placement of Units by the Company (the “OverOffering”). The Subscriber further acknowledges the Company may offer up to approximately US$20 million of its Units in a brokered private placement (the “Brokered Offering”), plus an over-Allotment Option”) allotment option to purchaseincrease the size the Brokered Offering by up to 15%, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion provisions of the Additional Units Term Sheet set out in Schedule “A” hereto and that the Offering is in addition to, and separate from, the Brokered Offering. Please print all information (other than signatures), as may be necessary to cover over-allotments made applicable, in connection with the offering space provided below. Please also ensure all Schedules (as applicable) are completed and executed. Number of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by UBS and Barclays on behalf : xUS$2.10 (Name of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered Subscriber) By: Aggregate Subscription Cost (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than US$): (the “time Subscription Amount”) Authorized Signature (Official Capacity or Title – if the Subscriber is not an individual) (Name of purchase” (as defined below) nor earlier individual whose signature appears above if different than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units subscriber printed above.) (subjectSubscriber’s Address, in each case, to such adjustment including Municipality and Province/State) (Telephone Number) (Email Address) Please complete if purchasing as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters agent for a deferred discount of $0.35 per Unit principal (including both Firm Units and Additional Unitsbeneficial purchaser) purchased hereunder (the “Deferred DiscountDisclosed Principal”) and not purchasing as a trust company, trust corporation or portfolio manager for accounts fully managed by it: (Name of Disclosed Principal) (Address of Disclosed Principal) (Account Reference, if applicable) Account Registration Information: (Name) (Account Reference, if applicable) (Address, including Postal or Zip Code) Delivery Instructions as set forth below: (Name) (Account Reference, if applicable) (Address) (Contact Name) (Telephone Number), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

per Unit. The Company Partnership is advised by the Representatives you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Final Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. FERRELLGAS PARTNERS, L.P. UNDERWRITING AGREEMENT -2- In addition, the Company Partnership hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyPartnership, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the CompanyPartnership for the Firm Units. The Over-Allotment Option This option may be exercised by UBS and Barclays Citigroup Global Markets Inc.("Citigroup") on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the forty-fifth thirtieth day following the date of the Prospectushereof, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “the "additional time of purchase”"); provided, however, that no the additional time of purchase shall not be earlier than the “time of purchase” purchase (as defined below) nor earlier than the second business day day1 after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

per Unit. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by UBS and Barclays BAML on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of up to $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

per Unit. The Company Shares and Class A Warrants must be purchased together as Units unless this requirement is advised waived by the Representatives that Representative at the Underwriters intend (i) request of a person who does not desire to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectuspurchase Class A Warrants. In additionsuch event, the Company hereby grants Shares will be initially offered for sale at $4.00 per Share and the Class A Warrants will be initially offered for sale at $.50 per Class A Warrant. Such prices are referred to herein as the several Underwriters the option (the “Over-Allotment Option”) to purchase, "Public Offering Price." The Company's authorized and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with outstanding capitalization when the offering of the Firm Units, Securities is permitted to commence and at the same purchase price per Firm Unit Closing Date (hereinafter defined) and at the Option Closing Date (hereinafter defined) will be as set forth in the Registration Statement (hereinafter defined) and the Prospectus (hereinafter defined) included therein. Any Overallotment Shares sold to be paid the Representative by the Underwriters Selling Shareholders will be referred to herein as the "Selling Shareholders Shares." The Shares and Class A Warrants comprising the Units will not be separately tradeable or transferable for a period of six months after the effective date (hereinafter defined) or earlier at the discretion of the Representative. The date upon which the Shares and Class A Warrants become separately tradeable and transferable will be referred to herein as the "Detachment Date." One Class A Warrant entitles the holder to purchase one share of the Company. The Over-Allotment Option may be exercised by UBS and Barclays on behalf of the several Underwriters 's Common Stock ("Warrant Share") at $4.80 per share ("Exercise Price") at any time after the Detachment Date and from until ___________, 1999. At the time of exercise of a Class A Warrant the Exercise Price of $4.80 will be reduced by $.50 to reflect a credit for the original purchase price of the Class A Warrant. Commencing on the Detachment Date, the Company has the right to call all of the Class A Warrants for redemption at a price $.55 per Class A Warrant at any time on or before until the forty-fifth day following end of the second year after the date of the Prospectus, by written notice to Prospectus (hereinafter defined) and thereafter at a price of $.75 per Class A Warrant at any time until the Company. Such notice shall set forth end of the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day third year after the date on which of the Over-Allotment Option shall have been exercised nor later than Prospectus (hereinafter defined) and thereafter prior to the tenth business day expiration of the Class A Warrants. The Class A Warrants may be redeemed upon 30 days prior written notice given at any time after the date on which Common Stock of the Over-Allotment Option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion Company has traded for at least $6.72 for at least 20 consecutive trading days ending within 10 days prior to the aggregate number date of Additional Units being purchased the notice of redemption. For purposes of determining the daily trading price of the Company's Common Stock: (i) if the Common Stock is listed on a national stock exchange or admitted to unlisted trading privileges on any such exchange or quoted on a trading system of the National Association of Securities Dealers, Inc. ("NASD") such as the number of Firm Units set forth opposite NASDAQ Small Cap Market or the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units NASDAQ National Market System (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares"NASDAQ/ NMS"), subject to adjustment in accordance with Section 8 hereof. In addition to then the discount from the public offering last reported sale price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Discount”), subject to Section 4(oo) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock each day shall be used, but if no such sale has occurred on any of such days or if the last sale price is not reported, then the average of the closing bid prices for the Common Stock for such day on such exchange or system shall be used; or (ii) if the Common Stock is not then traded on any such exchange or system then the average of the daily bid prices for the Company's Common Stock reported by the National Quotation Bureau, Inc. shall be used if the Company's Common Stock is included in the National Quotation System. On the effective date, only the Units sold pursuant will be listed for quotation on the NASDAQ Small Cap Market. The Company will use its best efforts to this Agreement (have the “Public Stockholders”)Shares and Class A Warrants listed for quotation on the NASDAQ Small Cap Market on the Detachment Date and thereafter, and the Company will use its best efforts to delist the Units from quotation on the NASDAQ Small Cap Market at the same time as the Shares and Class A Warrants become listed for quotation on the NASDAQ Small Cap Market. The foregoing agreements by the Company are subject to the Company's ability to meet the NASDAQ Small Cap Market maintenance requirements on the Detachment Date. The entire proceeds from sale of the Class A Warrants will be placed in an interest bearing escrow account established with Tri-State Bank, Denver, Colorado, during the three year term of the Class A Warrants. The escrow proceeds, together with accrued interest, will be released to the Company or to the Warrantholders, as follows: (i) the Underwriters upon exercise of each Class A Warrant, $.50 will forfeit any rights or claims be credited to the Deferred Discount and $4.80 Class A Warrant Exercise Price and, together with accrued interest thereon, will be released to the Company; (ii) upon redemption of the trustee under Class A Warrants, the Trust Agreement is authorized escrow proceeds relating to distribute the Deferred Discount such redemption will be released to the Public Stockholders on a pro rata basisCompany; and (iii) to the extent that the Class A Warrants are not exercised or redeemed prior to their expiration, then the remaining escrow proceeds, plus accrued interest thereon, will be returned to those Warrantholders owning unexercised or unredeemed Class A Warrants. The Company may amend the terms of the Class A Warrants but only by extending the expiration date or lowering the Exercise Price.