Common use of Secondary Market Trading and Standard & Poor’s Clause in Contracts

Secondary Market Trading and Standard & Poor’s. If the Public Securities are not listed on a national securities exchange and if requested by the Representative, the Company will apply to be included in Standard & Poor’s Daily News and Corporation Records Corporate Descriptions commencing on the Effective Date and expiring on the earlier of five (5) years from the Effective Date or until the Public Securities are no longer registered under the Exchange Act. Additionally, the Company shall take such steps as may be necessary to obtain a secondary market trading exemption for the Public Securities in such jurisdictions as may be requested by the Representative; provided, however, no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. The Company shall also take such other action as may be reasonably requested by the Representative to obtain a secondary market trading exemption in such other states as may be requested by the Representative.

Secondary Market Trading and Standard & Poor’s. If In the event the Public Securities are not listed on a the Nasdaq Capital Market or such other national securities exchange and if requested by the Representative, exchange: (a) the Company will apply to be included in the Mergent Manual, Inc. or Standard & Poor’s Daily News and Corporation Records Corporate Descriptions for a period commencing on the Effective Date and expiring on the earlier of five (5) years from the Effective Date or until the Public Securities are no longer registered under the Exchange Act. Additionally, (b) the Company shall take such steps as may be necessary to obtain a secondary market trading exemption for the Public Securities in such jurisdictions as may be requested by the Representative; provided, however, no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. The , and (c) the Company shall also take such other action as may be reasonably requested by the Representative to obtain a secondary market trading exemption in such other states as may be requested by the RepresentativeRepresentative and shall at the beginning of each fiscal quarter, provide Representative with a written report detailing those states in which the Securities may be traded in non-issuer transactions under Blue Sky laws of the fifty States.

Secondary Market Trading and Standard & Poor’s. If In the event the Public Securities are not listed on a national securities exchange and if requested by the Representative, New York Stock Exchange or AMEX or quoted on the Nasdaq Global Market: (a) the Company will apply to be included in Standard & and Poor’s Daily News and Corporation Records Corporate Descriptions for a period commencing on the Effective Date and expiring on the earlier fifth anniversary of five the consummation of a Business Combination, (5b) years from the Effective Date or until the Public Securities are no longer registered under the Exchange Act. Additionally, the Company shall take such steps as may be necessary to obtain a secondary market trading exemption for the Public Securities Company’s securities in such jurisdictions as may be requested by the Representative; provided, however, no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. The Company shall also take such other action as may be reasonably requested by the Representative to obtain a secondary market trading exemption in I such other states as may be requested by the Representative.

Secondary Market Trading and Standard & Poor’s. If In the event the Public Securities are not listed on a national securities exchange and exchange: (a) if requested by the Representative, the Company will apply to be included in the Mergent Manual, Inc. or Standard & Poor’s Daily News and Corporation Records Corporate Descriptions for a period commencing on the Effective Date and expiring on the earlier of five (5) years from the Effective Date or until the Public Securities are no longer registered under the Exchange Act. Additionally, (b) the Company shall take such steps as may be necessary to obtain a secondary market trading exemption for the Public Securities in such jurisdictions as may be requested by the Representative; provided, however, no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. The , and (c) the Company shall also take such other action as may be reasonably requested by the Representative to obtain a secondary market trading exemption in such other states as may be requested by the Representative.

Secondary Market Trading and Standard & Poor’s. If In the event the Public Securities are not listed on a national securities exchange and if requested by the RepresentativeNew York Stock Exchange, the Nasdaq Stock Market or AMEX: (a) the Company will apply to be included in Standard & and Poor’s Daily News and Corporation Records Corporate Descriptions for a period commencing on the Effective Date and expiring on the earlier fifth anniversary of five the consummation of a Business Combination, (5b) years from the Effective Date or until the Public Securities are no longer registered under the Exchange Act. Additionally, the Company shall take such steps as may be necessary to obtain a secondary market trading exemption for the Public Securities Company’s securities in such jurisdictions as may be requested by the Representative; provided, however, no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. The Company shall also take such other action as may be reasonably requested by the Representative to obtain a secondary market trading exemption in such other states as may be requested by the Representative.

Secondary Market Trading and Standard & Poor’s. If In the event the Public Securities are not listed on a national securities exchange and if requested by the Representative, exchange: (a) the Company will apply to be included in the Mergent Manual, Inc. or Standard & Poor’s Daily News and Corporation Records Corporate Descriptions for a period commencing on the Effective Date and expiring on the earlier of five (5) years from the Effective Date or until the Public Securities are no longer registered under the Exchange Act. Additionally, (b) the Company shall take such steps as may be necessary to obtain a secondary market trading exemption for the Public Securities in such jurisdictions as may be requested by the Representative; provided, however, no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. The , and (c) the Company shall also take such other action as may be reasonably requested by the Representative to obtain a secondary market trading exemption in such other states as may be requested by the Representative.

Secondary Market Trading and Standard & Poor’s. If In the event the Public Securities are not listed on a national securities exchange and if requested by the RepresentativeNew York Stock Exchange, the Nasdaq Stock Market or AMEX: (a) the Company will apply to be included in Standard & and Poor’s Daily News and Corporation Records Corporate Descriptions for a period commencing on the Effective Date and expiring on the earlier fifth anniversary of five the consummation of a Business Combination, (5b) years from the Effective Date or until the Public Securities are no longer registered under the Exchange Act. Additionally, the Company shall take such steps as may be necessary to obtain a secondary market trading exemption for the Public Securities Company’s securities in such jurisdictions as may be requested by the RepresentativeRepresentatives; provided, however, no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. The Company shall also take such other action as may be reasonably requested by the Representative Representatives to obtain a secondary market trading exemption in such other states as may be requested by the RepresentativeRepresentatives.

Secondary Market Trading and Standard & Poor’s. If In the event the Public Securities are not listed on a national securities exchange and if requested by the Representative, New York Stock Exchange or AMEX or quoted on the Nasdaq Global Market: (a) the Company will apply to be included in Standard & and Poor’s Daily News and Corporation Records Corporate Descriptions for a period commencing on the Effective Date and expiring on the earlier fifth anniversary of five the consummation of a Business Combination, (5b) years from the Effective Date or until the Public Securities are no longer registered under the Exchange Act. Additionally, the Company shall take such steps as may be necessary to obtain a secondary market trading exemption for the Public Securities Company’s securities in such jurisdictions as may be requested by the Representative; provided, however, no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. The Company shall also take such other action as may be reasonably requested by the Representative to obtain a secondary market trading exemption in I such other states as may be requested by the Representative.. March [ ], 2008

Secondary Market Trading and Standard & Poor’s. If In the event the Public Securities are not listed on a the AMEX or such other national securities exchange and if requested by the Representative, exchange: (a) the Company will apply to be included in the Mergent Manual, Inc. or Standard & Poor’s Daily News and Corporation Records Corporate Descriptions for a period commencing on the Effective Date and expiring on the earlier of five (5) years from the Effective Date or until the Public Securities are no longer registered under the Exchange Act. Additionally, (b) the Company shall take such steps as may be necessary to obtain a secondary market trading exemption for the Public Securities in such jurisdictions as may be requested by the Representative; provided, however, no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. The , and (c) the Company shall also take such other action as may be reasonably requested by the Representative to obtain a secondary market trading exemption in such other states as may be requested by the Representative.