Common use of Transactions Affecting Disclosure to Nasd Clause in Contracts

Transactions Affecting Disclosure to Nasd. 2.18.1. Except as described in the Prospectus, there are no claims, payments, arrangements, contracts, agreements or understandings relating to the payment of a brokerage commission or finder's, consulting, origination or similar fee by the Company or any Initial Stockholder with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or any Initial Stockholder that may affect the Underwriters' compensation, as determined by the NASD. 2.18.2. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder's fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any NASD member; or (iii) to any person or entity that has any direct or indirect affiliation or association with any NASD member, within the twelve months prior to the Effective Date, other than payments to Maxim in connection with the Offering. 2.18.3. No officer, director or beneficial owner of any class of the Company's securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a "Company Affiliate") is a member of or a person associated or affiliated with a member of, the NASD. 2.18.4. No Company Affiliate is an owner of stock or other securities of any member of the NASD (other than securities purchased on the open market). 2.18.5. No Company Affiliate has made a subordinated loan to any member of the NASD. 2.18.6. No proceeds from the sale of the Public Securities will be paid to any NASD member, or any persons associated or affiliated with a member of the NASD, except as specifically authorized herein and except as may be paid in connection with a Business Combination as contemplated by the Prospectus. 2.18.7. The Company has not issued any warrants or other securities, or granted any options, directly or indirectly, to anyone who is a potential underwriter in the Offering or a related person (as defined by NASD rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement. 2.18.8. No person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any member of the NASD. 2.18.9. No NASD member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a "conflict of interest" exists when a member of the NASD and/or its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company's outstanding subordinated debt or common equity, or 10% or more of the Company's preferred equity. "Members participating in the Offering" include managing agents, syndicate group members and all dealers which are members of the NASD. 2.18.10. The Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to an NASD member, any person associated with a member (as defined by NASD rules), any potential underwriters in the Offering and/or any related persons, other than the arrangements the Company has entered into with Maxim in connection with the Offering.

Transactions Affecting Disclosure to Nasd. 2.18.1. 2.18.1 Except as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, contracts, agreements or understandings relating to the payment of a brokerage commission or finder's, consulting, consulting or origination or similar fee by the Company or any Initial Stockholder with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or or, to the best of the Company's knowledge, any Initial Stockholder that may affect the Underwriters' compensation, as determined by the National Association of Securities Dealers, Inc. (the "NASD"). 2.18.2. 2.18.2 The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder's fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any NASD member; or (iii) except with respect to Xxxxxx Xxxxxxx, to any person or entity that has any direct or indirect affiliation or association with any NASD member, within the twelve months prior to the Effective Date, other than payments to Maxim in connection with the OfferingX.X. Xxxxxxxxxx. 2.18.3. No 2.18.3 Except with respect to Xxxxxx Xxxxxxx, no officer, director director, or beneficial owner of any class of the Company's securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a "Company AffiliateCOMPANY AFFILIATE") is a member of or member, a person associated associated, or affiliated with a member of, of the NASD. 2.18.4. No 2.18.4 Except with respect to Xxxxxx Xxxxxxx, no Company Affiliate is an owner of stock or other securities of any member of the NASD (other than securities purchased on the open market). 2.18.5. 2.18.5 No Company Affiliate has made a subordinated loan to any member of the NASD. 2.18.6. 2.18.6 No proceeds from the sale of the Public Securities (excluding underwriting compensation), the Placement Securities or the Convertible Loans will be paid to any NASD member, or any persons associated or affiliated with a member of the NASD, except as specifically authorized herein and except as may be paid in connection with a Business Combination as contemplated by the Prospectusherein. 2.18.7. The 2.18.7 Except with respect to X.X. Xxxxxxxxxx, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly, indirectly to anyone who is a potential underwriter in the Offering or a related person (as defined by NASD rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement. 2.18.8. No 2.18.8 Except with respect to Xxxxxx Xxxxxxx, no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any member of the NASD. 2.18.9. 2.18.9 No NASD member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a "conflict of interest" exists when a member of the NASD and/or its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company's outstanding subordinated debt or common equity, or 10% or more of the Company's preferred equity. "Members participating in the Offering" include managing agents, syndicate group members and all dealers which are members of the NASD. 2.18.10. The 2.18.10 Except with respect to X.X. Xxxxxxxxxx in connection with the Offering and the Private Placement, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to an NASD member, any person associated with a member (as defined by NASD rules), any potential underwriters in the Offering and/or any related persons, other than the arrangements the Company has entered into with Maxim in connection with the Offering.

Transactions Affecting Disclosure to Nasd. 2.18.1. 2.18.1 Except as described in the Sale Preliminary Prospectus and the Prospectus, there are no claims, payments, arrangements, contracts, agreements or understandings relating to the payment of a brokerage commission or finder's, consulting, origination or similar fee by the Company or any Initial Stockholder with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or any Initial Stockholder that may affect the Underwriters' compensation, as determined by the NASD. 2.18.2. 2.18.2 The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder's fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any NASD member; or (iii) to any person or entity that has any direct or indirect affiliation or association with any NASD member, within the twelve months prior to the Effective Date, other than payments to Maxim in connection with the Offering. 2.18.3. 2.18.3 No officer, director or beneficial owner of any class of the Company's securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a "Company AffiliateCOMPANY AFFILIATE") is a member of or a person associated or affiliated with a member of, the NASD. 2.18.4. 2.18.4 No Company Affiliate is an owner of stock or other securities of any member of the NASD (other than securities purchased on the open market). 2.18.5. 2.18.5 No Company Affiliate has made a subordinated loan to any member of the NASD. 2.18.6. 2.18.6 No proceeds from the sale of the Public Securities or the Placement Securities will be paid to any NASD member, or any persons associated or affiliated with a member of the NASD, except as specifically authorized herein and the Placement Unit Purchase Agreement and except as may be paid in connection with a Business Combination as contemplated by the Sale Preliminary Prospectus and the Prospectus. 2.18.7. 2.18.7 The Company has not issued any warrants or other securities, or granted any options, directly or indirectly, to anyone who is a potential underwriter in the Offering or a related person (as defined by NASD rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement. 2.18.8. 2.18.8 No person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any member of the NASD. 2.18.9. 2.18.9 No NASD member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a "conflict of interest" exists when a member of the NASD and/or its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company's outstanding subordinated debt or common equity, or 10% or more of the Company's preferred equity. "Members participating in the Offering" include managing agents, syndicate group members and all dealers which are members of the NASD. 2.18.10. 2.18.10 The Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to an NASD member, any person associated with a member (as defined by NASD rules), any potential underwriters in the Offering and/or any related persons, other than the arrangements the Company has entered into with Maxim Xxxxxx in connection with the OfferingOffering and the Private Placement.

Transactions Affecting Disclosure to Nasd. 2.18.1. Except as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, there are no claims, payments, arrangements, contracts, agreements or understandings relating to the payment of a brokerage commission finder’s, consulting or finder's, consulting, origination or similar fee by the Company or any Initial Stockholder Director/Officer, Special Advisor with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or or, to the Company’s knowledge, any stockholders of the Company immediately prior to the Offering (the “Initial Stockholder Stockholders”) that may affect the Underwriters' ’ compensation, as determined by the NASD. 2.18.2. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder's ’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any NASD member; or (iii) to any person or entity that has any direct or indirect affiliation or association with any NASD member, within the twelve months prior to the Effective Date, other than payments the payment of $25,000 to Maxim in connection with the OfferingMaxim. 2.18.3. No officer, director director, or beneficial owner of any class of the Company's ’s securities, including, without limitation, holders of securities (purchased in the Private Placement, whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) derived (any such individual or entity, a "“Company Affiliate") ”), is a member of or member, a person associated associated, or affiliated with a member of, of the NASD. 2.18.4. No Company Affiliate is an owner of stock or other securities of any member of the NASD (other than securities purchased on the open market). 2.18.5. No Company Affiliate has made a subordinated loan to any member of the NASD. 2.18.6. No proceeds from the sale of the Public Securities or the Placement Warrants will be paid to any NASD member, or any persons associated or affiliated with a member of the NASD, except as specifically authorized herein and except as may be paid in connection with a Business Combination as contemplated by the Prospectusherein. 2.18.7. The Except with respect to the Representative, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly, indirectly to anyone who is a potential underwriter in the Offering or a related person (as defined by NASD rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement. 2.18.8. No person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any member of the NASD. 2.18.9. No NASD member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a "“conflict of interest" ” exists when a member of the NASD and/or and its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company's ’s outstanding subordinated debt or common equity, or 10% or more of the Company's ’s preferred equity. "“Members participating in the Offering" ” include managing agents, syndicate group members and all dealers which are members of the NASD. 2.18.10. The Except with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement, which arrangement or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to an NASD member, any person associated with a member (as defined by NASD rules), any potential underwriters in the Offering and/or and any related persons, other than the arrangements the Company has entered into with Maxim in connection with the Offering.

Transactions Affecting Disclosure to Nasd. 2.18.1. Except as described in the Sale Preliminary Prospectus and the Prospectus, there are no claims, payments, arrangements, contracts, agreements or understandings relating to the payment of a brokerage commission or finder's, consulting, consulting or origination or similar fee by the Company or any Initial Stockholder with respect to the sale of the Public Securities hereunder or the issuance of the Placement Securities or any other arrangements, agreements or understandings of the Company or or, to the Company's knowledge, any Initial Stockholder that may affect the Underwriters' compensation, as determined by the NASD. 2.18.2. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder's fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any NASD member; or (iii) to any person or entity that has any direct or indirect affiliation or association with any NASD member, within the twelve months prior to the Effective Date, other than payments to Maxim the Underwriters in connection with the Offering. 2.18.3. No officer, director director, or beneficial owner of any class of the Company's securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a "Company AffiliateCOMPANY AFFILIATE") is a member of or a person associated or affiliated with a member of, of the NASD. 2.18.4. No Company Affiliate is an owner of stock or other securities of any member of the NASD (other than securities purchased on the open market). 2.18.5. No Company Affiliate has made a subordinated loan to any member of the NASD. 2.18.6. No proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Securities will be paid to any NASD member, or any persons associated or affiliated with a member of the NASD, except as specifically authorized herein and except as may be paid in connection with a Business Combination as contemplated by the Prospectusherein. 2.18.7. The Except to the Representative in connection with the Offering, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly, indirectly to anyone who is a potential underwriter in the Offering or a related person (as defined by NASD rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement.. Maxim Group LLC _________________, 2007 Page 16 of 50 2.18.8. No Except to the Representative in connection with the Offering, no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any member of the NASD. 2.18.9. No NASD member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a "conflict of interest" exists when a member of the NASD and/or its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company's outstanding subordinated debt or common equity, or 10% or more of the Company's preferred equity. "Members participating in the Offering" include managing agents, syndicate group members and all dealers which are members of the NASD. 2.18.10. The Except with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement, which arrangement or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to an NASD member, any person associated with a member (as defined by NASD rules), any potential underwriters in the Offering and/or any related persons, other than . 2.18.11. Neither the arrangements Company nor any officer or director of the Company has entered into with Maxim engaged any third party (including any NASD member) to assist the Company in connection with its search for a merger or acquisition candidate or to provide any other merger and acquisition services to the OfferingCompany.

Transactions Affecting Disclosure to Nasd. 2.18.1. 2.18.1 Except as described in the Prospectus, there are no claims, payments, arrangements, contracts, agreements or understandings relating to the payment of a brokerage commission or finder's, consulting, consulting or origination or similar fee by the Company or any Initial Stockholder with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or or, to the Company's knowledge, any Initial Stockholder that may affect the Underwriters' compensation, as determined by the National Association of Securities Dealers, Inc. (the "NASD"). 2.18.2. 2.18.2 The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder's fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any NASD member; or (iii) to any person or entity that has any direct or indirect affiliation or association with any NASD member, within the twelve months prior to the Effective Date, other than payments to Maxim in connection with the OfferingMaxim. 2.18.3. 2.18.3 No officer, director director, or beneficial owner of any class of the Company's securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a "Company AffiliateCOMPANY AFFILIATE") is a member of or member, a person associated associated, or affiliated with a member of, of the NASD. 2.18.4. 2.18.4 No Company Affiliate is an owner of stock or other securities of any member of the NASD (other than securities purchased on the open market). 2.18.5. 2.18.5 No Company Affiliate has made a subordinated loan to any member of the NASD. 2.18.6. 2.18.6 No proceeds from the sale of the Public Securities (excluding underwriting compensation) will be paid to any NASD member, or any persons associated or affiliated with a member of the NASD, except as specifically authorized herein and except as may be paid in connection with a Business Combination as contemplated by the Prospectus. 2.18.7. The 2.18.7 Except with respect to Maxim, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly, indirectly to anyone who is a potential underwriter in the Offering or a related person (as defined by NASD rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement. 2.18.8. 2.18.8 No person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any member of the NASD. 2.18.9. 2.18.9 No NASD member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a "conflict of interest" exists when a member of the NASD and/or its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company's outstanding subordinated debt or common equity, or 10% or more of the Company's preferred equity. "Members participating in the Offering" include managing agents, syndicate group members and all dealers which are members of the NASD. 2.18.10. The 2.18.10 Except with respect to Maxim, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to an NASD member, any person associated with a member (as defined by NASD rules), any potential underwriters in the Offering and/or any related persons, other than the arrangements the Company has entered into with Maxim in connection with the Offering.

Transactions Affecting Disclosure to Nasd. 2.18.1. Except as described in the Prospectus, there are no claims, payments, arrangements, contracts, agreements or understandings relating to the payment of a brokerage commission or finder's’s, consulting, origination or similar fee by the Company or any Initial Stockholder with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or any Initial Stockholder that may affect the Underwriters' ’ compensation, as determined by the NASD. 2.18.2. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder's ’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any NASD member; or (iii) to any person or entity that has any direct or indirect affiliation or association with any NASD member, within the twelve months prior to the Effective Date, other than payments to Maxim in connection with the Offering. 2.18.3. No officer, director or beneficial owner of any class of the Company's ’s securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a "“Company Affiliate"”) is a member of or a person associated or affiliated with a member of, the NASD. 2.18.4. No Company Affiliate is an owner of stock or other securities of any member of the NASD (other than securities purchased on the open market). 2.18.5. No Company Affiliate has made a subordinated loan to any member of the NASD. 2.18.6. No proceeds from the sale of the Public Securities will be paid to any NASD member, or any persons associated or affiliated with a member of the NASD, except as specifically authorized herein and except as may be paid in connection with a Business Combination as contemplated by the Prospectus. 2.18.7. The Company has not issued any warrants or other securities, or granted any options, directly or indirectly, to anyone who is a potential underwriter in the Offering or a related person (as defined by NASD rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement. 2.18.8. No person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any member of the NASD. 2.18.9. No NASD member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a "“conflict of interest" ” exists when a member of the NASD and/or its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company's ’s outstanding subordinated debt or common equity, or 10% or more of the Company's ’s preferred equity. "“Members participating in the Offering" ” include managing agents, syndicate group members and all dealers which are members of the NASD. 2.18.10. The Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to an NASD member, any person associated with a member (as defined by NASD rules), any potential underwriters in the Offering and/or any related persons, other than the arrangements the Company has entered into with Maxim in connection with the Offering.

Transactions Affecting Disclosure to Nasd. 2.18.1. 2.18.1 Except as described in the General Disclosure Package and/or the Prospectus, there are no claims, payments, arrangements, contracts, agreements or understandings relating to the payment of a brokerage commission finder’s, consulting or finder's, consulting, origination or similar fee by the Company or any Initial Stockholder with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or or, to the Company’s knowledge, any Initial Stockholder that may affect the Underwriters' ’ compensation, as determined by the National Association of Securities Dealers, Inc. (the “NASD”). 2.18.2. 2.18.2 The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder's ’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any NASD member; or (iii) except with respect to Xxxx Xxxxxx, to any person or entity that has any direct or indirect affiliation or association with any NASD member, within the twelve months prior to the Effective Date, other than payments to Maxim in connection with the OfferingMaxim. 2.18.3. No 2.18.3 Except with respect to Xxxx Xxxxxx, no officer, director director, or beneficial owner of any class of the Company's ’s securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a "“Company Affiliate"”) is a member of or member, a person associated associated, or affiliated with a member of, of the NASD. 2.18.4. No 2.18.4 Except with respect to Xxxx Xxxxxx, no Company Affiliate is an owner of stock or other securities of any member of the NASD (other than securities purchased on the open market). 2.18.5. 2.18.5 No Company Affiliate has made a subordinated loan to any member of the NASD. 2.18.6. 2.18.6 No proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Securities will be paid to any NASD member, or any persons associated or affiliated with a member of the NASD, except as specifically authorized herein and except as may be paid in connection with a Business Combination as contemplated by the ProspectusPlacement Unit Purchase Agreement. 2.18.7. The 2.18.7 Except with respect to Maxim, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly, indirectly to anyone who is a potential underwriter in the Offering or a related person (as defined by NASD rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement. 2.18.8. No 2.18.8 Except with respect to Xxxx Xxxxxx, no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any member of the NASD. 2.18.9. 2.18.9 No NASD member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a "“conflict of interest" ” exists when a member of the NASD and/or its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company's ’s outstanding subordinated debt or common equity, or 10% or more of the Company's ’s preferred equity. "“Members participating in the Offering" ” include managing agents, syndicate group members and all dealers which are members of the NASD. 2.18.10. The 2.18.10 Except with respect to Maxim in connection with the Offering and the Private Placement, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to an NASD member, any person associated with a member (as defined by NASD rules), any potential underwriters in the Offering and/or any related persons, other than the arrangements the Company has entered into with Maxim in connection with the Offering.

Transactions Affecting Disclosure to Nasd. 2.18.1. 2.18.1 Except as described in the Sale Preliminary Prospectus and the Prospectus, there are no claims, payments, arrangements, contracts, agreements or understandings relating to the payment of a brokerage commission or finder's’s, consulting, origination or similar fee by the Company or any Initial Stockholder with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or any Initial Stockholder that may affect the Underwriters' ’ compensation, as determined by the NASD. 2.18.2. 2.18.2 The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder's ’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any NASD member; or (iii) to any person or entity that has any direct or indirect affiliation or association with any NASD member, within the twelve months prior to the Effective Date, other than payments to Maxim in connection with the Offering. 2.18.3. 2.18.3 No officer, director or beneficial owner of any class of the Company's ’s securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a "“Company Affiliate"”) is a member of or a person associated or affiliated with a member of, the NASD. 2.18.4. 2.18.4 No Company Affiliate is an owner of stock or other securities of any member of the NASD (other than securities purchased on the open market). 2.18.5. 2.18.5 No Company Affiliate has made a subordinated loan to any member of the NASD. 2.18.6. 2.18.6 No proceeds from the sale of the Public Securities or the Placement Securities will be paid to any NASD member, or any persons associated or affiliated with a member of the NASD, except as specifically authorized herein and the Placement Unit Purchase Agreement and except as may be paid in connection with a Business Combination as contemplated by the Sale Preliminary Prospectus and the Prospectus. 2.18.7. 2.18.7 The Company has not issued any warrants or other securities, or granted any options, directly or indirectly, to anyone who is a potential underwriter in the Offering or a related person (as defined by NASD rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement. 2.18.8. 2.18.8 No person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any member of the NASD. 2.18.9. 2.18.9 No NASD member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a "“conflict of interest" ” exists when a member of the NASD and/or its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company's ’s outstanding subordinated debt or common equity, or 10% or more of the Company's ’s preferred equity. "“Members participating in the Offering" ” include managing agents, syndicate group members and all dealers which are members of the NASD. 2.18.10. 2.18.10 The Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to an NASD member, any person associated with a member (as defined by NASD rules), any potential underwriters in the Offering and/or any related persons, other than the arrangements the Company has entered into with Maxim Rxxxxx in connection with the OfferingOffering and the Private Placement.

Transactions Affecting Disclosure to Nasd. 2.18.1. Except as described in the Sale Preliminary Prospectus and the Prospectus, there and except for the affiliations between the Company, the Sponsor, Xxxxx Brothers, LLC, the sole member of the Sponsor (“Xxxxx Brothers”), and certain of the Company’s officers and directors, on the one hand, and Xxxxx Brothers & Company, LLC, an NASD member and a wholly-owned subsidiary of Xxxxx Brothers, on the other hand, in each case as set forth in the Questionnaires: 2.18.1. There are no claims, payments, arrangements, contracts, agreements or understandings relating to the payment of a brokerage commission finder’s, consulting or finder's, consulting, origination or similar fee by the Company or Company, the Sponsor, any Affiliate of the Sponsor or, to the best of the Company’s knowledge, any other Initial Stockholder with respect to the sale of the Public Securities hereunder or the issuance of the Placement Securities or the Incentive Securities or any other arrangements, agreements or understandings of the Company or Company, the Sponsor, any Affiliate of the Sponsor or, to the Company’s knowledge, any other Initial Stockholder that may affect the Underwriters' ’ compensation, as determined by the NASD. 2.18.2. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder's ’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any NASD member; or (iii) to any person or entity that has any direct or indirect affiliation or association with any NASD member, within the twelve months prior to the Effective Date, other than payments to Maxim the Underwriters in connection with the Offering. 2.18.3. No officer, director director, or beneficial owner of any class of the Company's ’s securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a "“Company Affiliate"”) is a member of or or, except for the Sponsor, a person associated associated, or affiliated with a member of, of the NASD.. , 2006 2.18.4. No Except for the Sponsor, no Company Affiliate is an owner of stock or other securities of any member of the NASD (other than securities purchased on the open market). 2.18.5. No Company Affiliate has made a subordinated loan to any member of the NASD. 2.18.6. No proceeds from the sale of the Public Securities (excluding underwriting compensation), the Incentive Securities or the Placement Securities will be paid to any NASD member, or any persons associated or affiliated with a member of the NASD, except as specifically authorized herein and except as may be paid in connection with a Business Combination as contemplated by the Prospectusherein. 2.18.7. The Company has not issued any warrants or other securities, or granted any options, directly or indirectly, indirectly to anyone who is a potential underwriter in the Offering or a related person (as defined by NASD rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement. 2.18.8. No person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any member of the NASD. 2.18.9. No To the knowledge of the Company and the Sponsor, no NASD member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a "“conflict of interest" ” exists when a member of the NASD and/or its associated persons, parent or affiliates Affiliates in the aggregate beneficially own 10% or more of the Company's ’s outstanding subordinated debt or common equity, or 10% or more of the Company's ’s preferred equity. "“Members participating in the Offering" ” include managing agents, syndicate group members and all dealers which are members of the NASD. 2.18.10. The Except with respect to the Representatives in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement, which arrangement or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to an NASD membermember or, to the knowledge of the Company and the Sponsor, any person associated with a member (as defined by NASD rules), any potential underwriters in the Offering and/or any related persons, other than the arrangements the Company has entered into with Maxim in connection with the Offering.

Transactions Affecting Disclosure to Nasd. 2.18.1. 2.18.1 Except as described in the Prospectus, there are no claims, payments, arrangements, contracts, agreements or understandings relating to the payment of a brokerage commission finder’s, consulting or finder's, consulting, origination or similar fee by the Company or any Initial Stockholder with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or or, to the Company’s knowledge, any Initial Stockholder that may affect the Underwriters' ’ compensation, as determined by the National Association of Securities Dealers, Inc. (the “NASD”). 2.18.2. 2.18.2 The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder's ’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any NASD member; or (iii) except with respect to Xxxx Xxxxxx, to any person or entity that has any direct or indirect affiliation or association with any NASD member, within the twelve months prior to the Effective Date, other than payments to Maxim in connection with the OfferingMaxim. 2.18.3. No 2.18.3 Except with respect to Xxxx Xxxxxx, no officer, director director, or beneficial owner of any class of the Company's ’s securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a "“Company Affiliate"”) is a member of or member, a person associated associated, or affiliated with a member of, of the NASD. 2.18.4. No 2.18.4 Except with respect to Xxxx Xxxxxx, no Company Affiliate is an owner of stock or other securities of any member of the NASD (other than securities purchased on the open market). 2.18.5. 2.18.5 No Company Affiliate has made a subordinated loan to any member of the NASD. 2.18.6. 2.18.6 No proceeds from the sale of the Public Securities (excluding underwriting compensation) will be paid to any NASD member, or any persons associated or affiliated with a member of the NASD, except as specifically authorized herein and except as may be paid in connection with a Business Combination as contemplated by the Prospectus. 2.18.7. The 2.18.7 Except with respect to Maxim, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly, indirectly to anyone who is a potential underwriter in the Offering or a related person (as defined by NASD rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement. 2.18.8. No 2.18.8 Except with respect to Xxxx Xxxxxx, no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any member of the NASD. 2.18.9. 2.18.9 No NASD member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a "“conflict of interest" ” exists when a member of the NASD and/or its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company's ’s outstanding subordinated debt or common equity, or 10% or more of the Company's ’s preferred equity. "“Members participating in the Offering" ” include managing agents, syndicate group members and all dealers which are members of the NASD. 2.18.10. The 2.18.10 Except with respect to Maxim, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to an NASD member, any person associated with a member (as defined by NASD rules), any potential underwriters in the Offering and/or any related persons, other than the arrangements the Company has entered into with Maxim in connection with the Offering.

Transactions Affecting Disclosure to Nasd. 2.18.1. 2.18.1 Except as described in the Prospectus, there are no claims, payments, arrangements, contracts, agreements or understandings relating to the payment of a brokerage commission finder’s, consulting or finder's, consulting, origination or similar fee by the Company or any Initial Stockholder with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or or, to the Company’s knowledge, any Initial Stockholder that may affect the Underwriters' ’ compensation, as determined by the National Association of Securities Dealers, Inc. (the “NASD”). 2.18.2. 2.18.2 The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder's ’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any NASD member; or (iii) to any person or entity that has any direct or indirect affiliation or association with any NASD member, within the twelve months prior to the Effective Date, other than payments to Maxim in connection with the OfferingMaxim. 2.18.3. 2.18.3 No officer, director director, or beneficial owner of any class of the Company's ’s securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a "“Company Affiliate"”) is a member of or member, a person associated associated, or affiliated with a member of, of the NASD. 2.18.4. 2.18.4 No Company Affiliate is an owner of stock or other securities of any member of the NASD (other than securities purchased on the open market). 2.18.5. 2.18.5 No Company Affiliate has made a subordinated loan to any member of the NASD. 2.18.6. 2.18.6 No proceeds from the sale of the Public Securities (excluding including underwriting compensation) will be paid to any NASD member, or any persons associated or affiliated with a member of the NASD, except as specifically authorized herein and except as may be paid in connection with a Business Combination as contemplated by the Prospectus. 2.18.7. The 2.18.7 Except with respect to Maxim, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly, indirectly to anyone who is a potential underwriter in the Offering or a related person (as defined by NASD rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement. 2.18.8. 2.18.8 No person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any member of the NASD. 2.18.9. 2.18.9 No NASD member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a "“conflict of interest" ” exists when a member of the NASD and/or its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company's ’s outstanding subordinated debt or common equity, or 10% or more of the Company's ’s preferred equity. "“Members participating in the Offering" ” include managing agents, syndicate group members and all dealers which are members of the NASD. 2.18.10. The 2.18.10 Except with respect to Maxim, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to an NASD member, any person associated with a member (as defined by NASD rules), any potential underwriters in the Offering and/or any related persons, other than the arrangements the Company has entered into with Maxim in connection with the Offering.

Transactions Affecting Disclosure to Nasd. 2.18.1. Except as described in the Sale Preliminary Prospectus and the Prospectus, there and except for the affiliations between the Company, the Sponsor, Xxxxx Brothers, LLC, the sole member of the Sponsor (“Xxxxx Brothers”), and certain of the Company’s officers and directors, on the one hand, and Xxxxx Brothers & Company, LLC, an NASD member and a wholly-owned subsidiary of Xxxxx Brothers, on the other hand, in each case as set forth in the Questionnaires: 2.18.1. There are no claims, payments, arrangements, contracts, agreements or understandings relating to the payment of a brokerage commission finder’s, consulting or finder's, consulting, origination or similar fee by the Company or Company, the Sponsor, any Affiliate of the Sponsor or, to the best of the Company’s knowledge, any other Initial Stockholder with respect to the sale of the Public Securities hereunder or the issuance of the Placement Securities or the Incentive Securities or any other arrangements, agreements or understandings of the Company or Company, the Sponsor, any Affiliate of the Sponsor or, to the Company’s knowledge, any other Initial Stockholder that may affect the Underwriters' ’ compensation, as determined by the NASD. 2.18.2. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder's ’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any NASD member; or (iii) to any , 2006 person or entity that has any direct or indirect affiliation or association with any NASD member, within the twelve months prior to the Effective Date, other than payments to Maxim the Underwriters in connection with the Offering. 2.18.3. No officer, director director, or beneficial owner of any class of the Company's ’s securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a "“Company Affiliate"”) is a member of or or, except for the Sponsor, a person associated associated, or affiliated with a member of, of the NASD. 2.18.4. No Except for the Sponsor, no Company Affiliate is an owner of stock or other securities of any member of the NASD (other than securities purchased on the open market). 2.18.5. No Company Affiliate has made a subordinated loan to any member of the NASD. 2.18.6. No proceeds from the sale of the Public Securities (excluding underwriting compensation), the Incentive Securities or the Placement Securities will be paid to any NASD member, or any persons associated or affiliated with a member of the NASD, except as specifically authorized herein and except as may be paid in connection with a Business Combination as contemplated by the Prospectusherein. 2.18.7. The Company has not issued any warrants or other securities, or granted any options, directly or indirectly, indirectly to anyone who is a potential underwriter in the Offering or a related person (as defined by NASD rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement. 2.18.8. No person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any member of the NASD. 2.18.9. No To the knowledge of the Company and the Sponsor, no NASD member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a "“conflict of interest" ” exists when a member of the NASD and/or its associated persons, parent or affiliates Affiliates in the aggregate beneficially own 10% or more of the Company's ’s outstanding subordinated debt or common equity, or 10% or more of the Company's ’s preferred equity. "“Members participating in the Offering" ” include managing agents, syndicate group members and all dealers which are members of the NASD. 2.18.10. The Except with respect to the Representatives in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement, which arrangement or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to an NASD membermember or, to the knowledge of the Company and the Sponsor, any person associated with a member (as defined by NASD rules), any potential underwriters in the Offering and/or any related persons. , other than the arrangements the Company has entered into with Maxim in connection with the Offering.2006

Transactions Affecting Disclosure to Nasd. 2.18.1. Except as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, there are no claims, payments, arrangements, contracts, agreements or understandings relating to the payment of a brokerage commission finder’s, consulting or finder's, consulting, origination or similar fee by the Company or any Initial Stockholder Company Affiliate with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or or, to the Company’s knowledge, any Initial Stockholder Shareholder that may affect the Underwriters' ’ compensation, as determined by the NASD. 2.18.2. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder's ’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any NASD member; or (iii) to any person or entity that has any direct or indirect affiliation or association with any NASD member, within the twelve months prior to the Effective Date, other than payments to Maxim in connection with the Offering. 2.18.3. No officerDirectors/Officers, director or any direct or indirect beneficial owner of any class of the Company's ’s securities including the Initial Shareholders and holders of securities purchased in the Private Placement (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a "“Company Affiliate"”) is a member of or member, a person associated associated, or affiliated with a member of, of the NASD. 2.18.4. No Company Affiliate is an owner of stock or other securities of any member of the NASD (other than securities purchased on the open market). 2.18.5. No Company Affiliate has made a subordinated loan to any member of the NASD.. Maxim Group LLC , 2007 Page 15 of 48 2.18.6. No proceeds from the sale of the Public Securities (excluding underwriting compensation), the Representative’s Securities or Placement Securities will be paid to any NASD member, or any persons associated or affiliated with a member of the NASD, except as specifically authorized herein and except as may be paid in connection with a Business Combination as contemplated by the Prospectusherein. 2.18.7. The Except with respect to Maxim, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly, indirectly to anyone who is a potential underwriter in the Offering or a related person (as defined by NASD rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement. 2.18.8. No person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any member of the NASD. 2.18.9. No NASD member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a "“conflict of interest" ” exists when a member of the NASD and/or its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company's ’s outstanding subordinated debt or common equity, or 10% or more of the Company's ’s preferred equity. "“Members participating in the Offering" ” include managing agents, syndicate group members and all dealers which are members of the NASD. 2.18.10. The Except with respect to Maxim in connection with the Offering and the Private Placement, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement, which arrangement or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to an NASD member, any person associated with a member (as defined by NASD rules), any potential underwriters in the Offering and/or any related persons, other than the arrangements the Company has entered into with Maxim in connection with the Offering.