Common use of Waiver, etc Clause in Contracts

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR ACQUISITION CORPORATION By: ___________________________________ Name: Xxxxxxxx Xxxxxx Title: Chief Executive Officer Accepted on the date first above written. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I JAGUAR ACQUISITION CORPORATION 3,000,000 UNITS Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,000

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR STONE ARCADE ACQUISITION CORPORATION By: ___________________________________ Name: Xxxxxxxx Xxxxxx Roger Stone Title: Chief Executive Officer Accepted on the date first above daxx xxxxx xxove written. EARLYBIRDCAPITAL, MORGAN JOSEPH & CO. INC. By: ______________________________ NameNaxx: Xxxxxx Xxxxxx TitleXxxxe: Managing Director SCHEDULE I JAGUAR STONE ARCADE ACQUISITION CORPORATION 3,000,000 UNITS 30,000,000 Units Underwriter Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapitalMorgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Inc. 3,000,000Xxc. Legend Mexxxxxx Xxxxp

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR PHOENIX INDIA ACQUISITION CORPORATION CORP. By: ___________________________________ /s/ Name: Xxxxxxxx Xxxxxx Xxxxxx Title: President and Chief Executive Strategy Officer Accepted on the date first above written. EARLYBIRDCAPITALXXXXXX & XXXXXXX, INC. LLC By: ______________________________ Name: Xxxxxx Xxxxxx Xxxx X. Xxxxx III Title: President and Senior Managing Director SCHEDULE I JAGUAR PHOENIX INDIA ACQUISITION CORPORATION 3,000,000 UNITS CORP. 12,500,000 Units Underwriter Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapitalXxxxxx & Xxxxxxx, Inc. 3,000,000LLC ___________ 12,500,000 SCHEDULE 2.28 PHOENIX INDIA ACQUISITION CORP. Board of Directors Xxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxxxx EXHIBIT A Phoenix India Acquisition Corp.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR COCONUT PALM ACQUISITION CORPORATION CORP. By: ___________________________________ Name: Xxxxxxxx Xxxxxxx X. Xxxxxx Title: Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. By: ______________________________ Name: Xxxxx X. Xxxxxxxx Title: Managing Director Accepted on the date first above written. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I JAGUAR COCONUT PALM ACQUISITION CORPORATION 3,000,000 CORP. 10,000,000 UNITS Number of Firm Units Underwriter to be Purchased ----------- --------------- Xxxxxx Xxxxxx & Co. Inc. EarlyBirdCapital, Inc. 3,000,000Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR ACQUISITION CORPORATION INTERNATIONAL METAL ENTERPRISES, INC. By: ___________________________________ Name: Xxxxxxxx Xxxxxx Xxxx Xxxxxxxxxx Title: Chief Executive Officer Accepted on the date first above written. EARLYBIRDCAPITAL, INCSUNRISE SECURITIES CORP. By: ______________________________ Name: Xxxxxx Xxxxxx Low Title: Managing Director President SCHEDULE I JAGUAR ACQUISITION CORPORATION 3,000,000 INTERNATIONAL METAL ENTERPRISES, INC. 33,500,000 UNITS Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,000Sunrise Securities Corp. 33,500,000

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR TREMISIS ENERGY ACQUISITION CORPORATION By: ___________________________________ Name: Xxxxxxxx Xxxxxx X. Xxxxx Title: Chief Executive Officer Chairman of the Board Accepted on the date first above written. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I JAGUAR TREMISIS ENERGY ACQUISITION CORPORATION 3,000,000 3,500,000 UNITS Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,000Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR ITHAKA ACQUISITION CORPORATION CORP. By: ___________________________________ Name: Xxxxxxxx Xxxxxx TitlePaul A. Brooke Titlx: Chief Executive Xxxxf Xxxxxtive Officer Accepted on the date first above written. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Xxxxxx Xxxxxx Steven Levine Title: Managing Director SCHEDULE I JAGUAR ITHAKA ACQUISITION CORPORATION 3,000,000 CORP. 8,500,000 UNITS Number of Firm Units Underwriter to be Purchased NUMBER OF FIRM UNITS UNDERWRITER TO BE PURCHASED ----------- --------------- -------------------- EarlyBirdCapital, Inc. 3,000,000Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR ACQUISITION CORPORATION INTERNATIONAL METAL ENTERPRISES, INC. By: ___________________________________ Name: Xxxxxxxx Xxxxxx Xxxx Xxxxxxxxxx Title: Chief Executive Officer Accepted on the date first above written. EARLYBIRDCAPITAL, INCSUNRISE SECURITIES CORP. By: ______________________________ Name: Xxxxxx Xxxxxx Low Title: Managing Director President SCHEDULE I JAGUAR ACQUISITION CORPORATION 3,000,000 INTERNATIONAL METAL ENTERPRISES, INC. 30,000,000 UNITS Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,000Sunrise Securities Corp. 30,000,000

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR CONFLUENCE ACQUISITION CORPORATION PARTNERS I, INC. By: ___________________________________ ------------------------------------ Name: Xxxxxxxx Xxxxxx John J. Klobnak Title: Chief Executive Officer Accepted on Presidexx Xxxxxxxx xx the date first above written. EARLYBIRDCAPITALDAWSON JAMES SECURITIES, INC. By: ______________________________ Name--------------------------------- Xxxx: Xxxxxx Xxxxxx Xxbert D. Keyser, Jr. Title: CEO ROTH CAPITAL PARTNERS, LLC By ---------------------------------- Xxxx: Joseph Schimmelpfennig Title: Managing Director SCHEDULE XXXXXXXX I JAGUAR CONFLUENCE ACQUISITION CORPORATION 3,000,000 PARTNERS I, INC. 8,000,000 UNITS Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapital-------------------- Dawson James Securities, Inc. 3,000,000Roth Capital Partners, LLC 8,000,000

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR ACQUISITION CORPORATION AD.VENTURE PARTNERS, INC. By: ___________________________________ -------------------------------------- Name: Xxxxxxxx Xxxxxx X. Xxxxxx Title: Chief Executive Officer Accepted on the date first above written. EARLYBIRDCAPITAL, written WEDBUSH XXXXXX SECURITIES INC. By: ------------------------------------------------------- Name: Xxxx X. Xxxxxx Title: Managing Director - Head of Investment Banking 22. SCHEDULE I AD. VENTURE PARTNERS, INC. [15,000,000] UNITS NUMBER OF FIRM UNITS UNDERWRITER TO BE PURCHASED ---------------------------------------------------- ------------------------- Wedbush Xxxxxx Securities Inc. [__________] Xxxxx Xxxxxxxx, Inc. [__________] Ramius Capital Group, LLC [__________ Name: Xxxxxx Xxxxxx Title: Managing Director _] SCHEDULE I JAGUAR ACQUISITION CORPORATION 3,000,000 UNITS Number 2.18.4 [ List all Company directors, officers and beneficial owners of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,000Company stock that have NASD affiliations ]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR ACQUISITION CORPORATION By: ___________________________________ Name: Xxxxxxxx Xxxxxx Title: Chief Executive Officer Accepted on the date first above written. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I JAGUAR ACQUISITION CORPORATION 3,000,000 4,000,000 UNITS Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,000Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR MILLSTREAM II ACQUISITION CORPORATION By: _____________________________________ Name: Xxxxxxxx Xxxxxx Xxxxxxx Title: Chief Executive Officer Chairman Accepted on the date first above written. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I JAGUAR MILLSTREAM II ACQUISITION CORPORATION 3,000,000 3,500,000 UNITS Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,000Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR RAND ACQUISITION CORPORATION By: ___________________________________ Name: Xxxxxxxx Xxxxxx X. Xxxx Title: Chief Executive Officer Chairman of the Board Accepted on the date first above written. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I JAGUAR RAND ACQUISITION CORPORATION 3,000,000 3,500,000 UNITS Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,000Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR STONELEIGH PARTNERS ACQUISITION CORPORATION CORP. By: ___________________________________ Name: Xxxxxxxx Xxxxxx Title: Chief Executive Officer Accepted on the date first above written. EARLYBIRDCAPITAL, INC. HCFP/XXXXXXX SECURITIES LLC By: _____________________________________ Name: Xxxxxx Xxxxxx Avi Lipsker Title: Managing Director SCHEDULE I JAGUAR STONELEIGH PARTNERS ACQUISITION CORPORATION 3,000,000 UNITS CORP. 1,475,000 Series A Units 18,650,000 Series B Units Underwriter Number of Firm Series A Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,000Number of Series B Units to be Purchased HCFP/Xxxxxxx Securities LLC Total 1,475,000 18,650,000

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR TERRA NOVA ACQUISITION CORPORATION By: ___________________________________ ----------------------------------- Name: Xxxxx Xxxxxxxx Xxxxxx Title: Chief Executive Officer Accepted on the date first above written. EARLYBIRDCAPITAL, INC. By: ______________________________ ------------------------------ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I JAGUAR ARDENT ACQUISITION CORPORATION 3,000,000 4,800,000 UNITS Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,000Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR PARAMOUNT ACQUISITION CORPORATION CORP. By: ___________________________________ ------------------------------ Name: Xxxxxxxx J. Xxx Xxxxxx Title: Chief Executive Officer Accepted on the date first above written. EARLYBIRDCAPITAL, INC. By: ______________________________ --------------------------------------- Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I JAGUAR PARAMOUNT ACQUISITION CORPORATION 3,000,000 CORP. 8,500,000 UNITS Number of Firm Units Underwriter to be Purchased ----------- --------------- ---------------------- -------------------- EarlyBirdCapital, Inc. 3,000,0008,500,000

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR COURTSIDE ACQUISITION CORPORATION CORP. By: ___________________________________ ------------------------------- Name: Xxxxxxxx Xxxxxx Xxxxxxx X. Xxxxxxxxx Title: Chief Executive Officer Accepted on the date first above written. EARLYBIRDCAPITAL, INC. By: ______________________________ ------------------------------ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I JAGUAR COURTSIDE ACQUISITION CORPORATION 3,000,000 CORP. 12,000,000 UNITS Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,000ThinkEquity Partners LLC =============== 12,000,000

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR ARDENT ACQUISITION CORPORATION By: ___________________________________ ------------------------------ Name: Xxxxxxxx Xxxxxx TitleBarry J. Gordon Titlx: Chief Executive Xxxxx Xxxxxxive Officer Accepted on the date first above written. EARLYBIRDCAPITAL, INC. By: ______________________________ ------------------------------ Name: Xxxxxx Xxxxxx Steven Levine Title: Managing Director SCHEDULE I JAGUAR ARDENT ACQUISITION CORPORATION 3,000,000 6,000,000 UNITS Number of Firm Units Underwriter to be To Be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,0006,000,000

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR JUNIPER PARTNERS ACQUISITION CORPORATION CORP. By: ___________________________________ --------------------------------- Name: Xxxxxxxx Xxxxxx Title: Chief Executive Officer Accepted on the date first above written. EARLYBIRDCAPITAL, INC. HCFP/XXXXXXX SECURITIES LLC By: ______________________________ ----------------------------------- Name: Xxxxxx Xxxxxx Xxx Xxxxxxxxx Title: Managing Director Vice Chairman SCHEDULE I JAGUAR JUNIPER PARTNERS ACQUISITION CORPORATION 3,000,000 CORP. 250,000 SERIES A UNITS 1,250,000 SERIES B UNITS Number of Firm Series A Units Number of Series B Units Underwriter to be Purchased to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,000--------------- HCFP/Xxxxxxx Securities LLC

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR HARBOR ACQUISITION CORPORATION By: ___________________________________ ------------------------------------ Name: Xxxxxxxx Xxxxxx X. Xxxxx Title: Chairman of the Board and Chief Executive Officer Accepted on the date first above written. EARLYBIRDCAPITALXXXXXX, INCXXXXX XXXXX, INCORPORATED. By: ______________________________ -------------------------------------- Name: Xxxxxx Xxxxxx Title: Managing Director EXHIBIT 1.1 SCHEDULE I JAGUAR HARBOR ACQUISITION CORPORATION 3,000,000 10,000,000 UNITS Number of Firm Units Underwriter to be Purchased NUMBER OF FIRM UNITS UNDERWRITER TO BE PURCHASED ----------- --------------- EarlyBirdCapital, Inc. 3,000,000-------------------- --------------------

Waiver, etc. The failure of any of the parties hereto to at any time to enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect to affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto thereafter to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR ACQUISITION GIGABEAM CORPORATION By: _____:______________________________ Name: Xxxxxxxx Xxxxxx :____________________________ Title: Chief Executive Officer :___________________________ Accepted on as of the date first above written. EARLYBIRDCAPITALNew York, INC. New York HCFP/XXXXXXX SECURITIES LLC By: __:____________________________ Name: Xxxxxx Xxxxxx :__________________________ Title: Managing Director :_________________________ SCHEDULE I JAGUAR ACQUISITION GIGABEAM CORPORATION 3,000,000 UNITS Underwriter Number of Firm Units Underwriter Securities to be Purchased ----------- --------------- EarlyBirdCapital----------------------------------------- HCFP/Xxxxxxx Securities, Inc. 3,000,000LLC

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR STONELEIGH PARTNERS ACQUISITION CORPORATION CORP. By: ___________________________________ Name: Xxxxxxxx Xxxxxx Title: Chief Executive Officer Accepted on the date first above written. EARLYBIRDCAPITAL, INC. HCFP/XXXXXXX SECURITIES LLC By: _____________________________________ Name: Xxxxxx Xxxxxx Avi Lipsker Title: Managing Director SCHEDULE I JAGUAR STONELEIGH PARTNERS ACQUISITION CORPORATION 3,000,000 UNITS CORP. 25,000,000 Units Underwriter Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapitalHCFP/Xxxxxxx Securities LLC Pali Capital, Inc. 3,000,000Legend Merchant Group, Inc. Total 25,000,000

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR PHARMAMATRIX ACQUISITION CORPORATION By: ___________________________________ Name: Xxxxxxxx Xxxxxx Norman M. Meier Title: Chief Executive Officer Accepted on the date first xxx xxxx xxxxx above written. EARLYBIRDCAPITAL, INC. JESUP & LAMONT SECURITIES CORPORATION By: ______________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I JAGUAR PHARMAMATRIX ACQUISITION CORPORATION 3,000,000 UNITS 5,333,334 Units Underwriter Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,000Jesup & Lamont Securities Corporation 5,333,334

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR STONELEIGH PARTNERS ACQUISITION CORPORATION CORP. By: ___________________________________ Name: Xxxxxxxx Xxxxxx Title: Chief Executive Officer Accepted on the date first above written. EARLYBIRDCAPITAL, INC. HCFP/XXXXXXX SECURITIES LLC By: _____________________________________ Name: Xxxxxx Xxxxxx Avi Lipsker Title: Managing Director SCHEDULE I JAGUAR STONELEIGH PARTNERS ACQUISITION CORPORATION 3,000,000 UNITS CORP. 1,250,000 Series A Units 19,000,000 Series B Units Underwriter Number of Firm Series A Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,000Number of Series B Units to be Purchased HCFP/Xxxxxxx Securities LLC Total 1,250,000 19,000,000

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Remainder of page intentionally left blank.] Skystar Bio-Pharmaceutical Company. _______________, 2008 Page 26 of 33 If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR ACQUISITION CORPORATION SKYSTAR BIO-PHARMACEUTICAL COMPANY. By: _____________________________________________ Name: Xxxxxxxx Xxxxxx [_________________________] Title: Chairman and Co-Chief Executive Officer Accepted on the date first above written. EARLYBIRDCAPITALRXXXXX & RXXXXXX, INC. LLC By: _______________________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I JAGUAR ACQUISITION CORPORATION 3,000,000 UNITS Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,0001 EXHIBIT A EXHIBIT B

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR INTERAMERICAN ACQUISITION CORPORATION GROUP INC. By: ___________________________________ ----------------------------------------------------- Name: Xxxxxxxx Xxxxxx Xxxxxxx X. Xxxxx Title: Chief Executive Officer Accepted on the date first above written. EARLYBIRDCAPITALXXXXXX & XXXXXXX, INC. LLC By: ______________________________ ----------------------------------------------------- Name: Xxxxxx Xxxxxx Xxxx Xxxxx Title: Senior Managing Director SCHEDULE I JAGUAR INTERAMERICAN ACQUISITION CORPORATION 3,000,000 UNITS GROUP INC. 10,800,000 Units UNDERWRITER Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapitalXxxxxx & Xxxxxxx, Inc. 3,000,000LLC Granite Financial Group, Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters Representative and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yoursVERY TRULY YOURS, JAGUAR ACQUISITION CORPORATION GLOBAL TELECOMMUNICATION SOLUTIONS, INC. By: ___________________________________ ------------------------------------- Name: Xxxxxxxx Xxxxxx Xxxx X. Xxxxxxxxx Title: Chief Executive Officer Accepted on as of the date first above written. EARLYBIRDCAPITALNEW YORK, NEW YORK GKN SECURITIES CORP. (for itself and as Representative of the Underwriters listed on Schedule I hereto) By: ------------------------------- Xxxxxxx X. Xxxxxx Title: Senior Vice President SCHEDULE I GLOBAL TELECOMMUNICATION SOLUTIONS, INC. By: ______________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I JAGUAR ACQUISITION CORPORATION 3,000,000 UNITS Number 2,000,000 Shares of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,000Common Stock

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR STONE ARCADE ACQUISITION CORPORATION By: ___________________________________ Name: Xxxxxxxx Xxxxxx Roger Stone Title: Chief Executive Officer Accepted on the date first above daxx xxxxx xxove written. EARLYBIRDCAPITAL, MORGAN JOSEPH & CO. INC. By: ______________________________ NameNaxx: Xxxxxx Xxxxxx TitleXxxxe: Managing Director SCHEDULE I JAGUAR STONE ARCADE ACQUISITION CORPORATION 3,000,000 UNITS 20,000,000 Units Underwriter Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapitalMorgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Inc. 3,000,000Xxc. Legend Mexxxxxx Xxxxp

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR ACQUISITION CAMDEN LEARNING CORPORATION By: ___________________________________ /s/ Xxxxx X. Xxxxxxx Name: Xxxxxxxx Xxxxxx Xxxxx X. Xxxxxxx Title: President and Chief Executive Officer Accepted on the date first above written. EARLYBIRDCAPITAL, XXXXXX XXXXXX & CO. INC. By: ______________________________ /s/ Xxxx Xxxxxx Name: Xxxxxx Xxxx Xxxxxx Title: Managing Director SCHEDULE I JAGUAR ACQUISITION CAMDEN LEARNING CORPORATION 3,000,000 UNITS 6,250,000 Units Underwriter Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapitalXxxxxx Xxxxxx & Co. Inc. 4,700,000 Xxxxxx, Xxxxx Xxxxx Incorporated 1,250,000 Legend Merchant Group, Inc. 3,000,000300,000 APPENDIX A

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR TC ACQUISITION CORPORATION CORP. By: ___________________________________ Name: Xxxxxx Xxxxxxxx Xxxxxx Title: President and Chief Executive Officer Accepted on the date first above written. EARLYBIRDCAPITAL, INCwritten XXXXXXXX CURHAN FORD & CO. By: ______________________________ Name: Xxxxxx Xxxxxx Xxxxxxxxxxx Xxxxxxx, Esq. Title: Managing Director General Counsel SCHEDULE I JAGUAR TC ACQUISITION CORPORATION 3,000,000 UNITS CORP. 6,000,000 Units Underwriter to be Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapitalXxxxxxxx Curhan Ford & Co. [ ] Legend Merchant Group [ ] Schedule 2.18.4 Exhibit A Form of Opinion Exhibit 1.1 UNDERWRITING AGREEMENT between TC ACQUISITION CORP. and XXXXXXXX CURHAN FORD & CO. Dated: , Inc. 3,000,0002006 TC ACQUISITION CORP. UNDERWRITING AGREEMENT SCHEDULE I TC ACQUISITION CORP. 6,000,000 Units Schedule 2.18.4

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR TRINITY PARTNERS ACQUISITION CORPORATION COMPANY INC. By: ___________________________________ ---------------------------- Name: Xxxxxxxx Xxxxxx Xxxxxxxx Title: Chief Executive Officer President Accepted on the date first above written. EARLYBIRDCAPITAL, HCFP/XXXXXXX SECURITIES LLC By: ---------------------------- Name: Xxx Xxxxxxxxx Title: Vice Chairman SCHEDULE I TRINITY PARTNERS ACQUISITION COMPANY INC. By: ______________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I JAGUAR ACQUISITION CORPORATION 3,000,000 125,000 SERIES A UNITS 650,000 SERIES B UNITS Number of Firm Series A Units Number of Series B Units Underwriter to be Purchased to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,000--------------- HCFP/Xxxxxxx Securities LLC 125,000 650,000

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR PHARMAMATRIX ACQUISITION CORPORATION By: ___________________________________ -------------------------------- Name: Xxxxxxxx Xxxxxx Norman M. Meier Title: Chief Executive Xxxxx Xxxxxxxxx Officer Accepted on the date first above written. EARLYBIRDCAPITAL, INC. ByJESUP & LAMONT SECURITIES CORPORATION Xx: ______________________________ -------------------------------- Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I JAGUAR PHARMAMATRIX ACQUISITION CORPORATION 3,000,000 UNITS 5,333,334 Units Number of Firm Units to Underwriter to be Purchased ----------- --------------- EarlyBirdCapitalJesup & Lamont Securities Corporation 2,666,667 Granite Financial Group, Inc. 3,000,0002,666,667 ========= Total......... 5,333,334

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-non- fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters Underwriters, and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR ACQUISITION CORPORATION UNITY EMERGING TECHNOLOGY VENTURE ONE LTD. By: __:_________________________________ Name: Xxxxxxxx Xxxxxx Title: Chief Executive Officer Xxxxxxxx President Accepted on the date first above written. EARLYBIRDCAPITAL, : GBI CAPITAL PARTNERS INC. Acting on behalf of itself and as the Representative of the several Underwriters named in Schedule I hereof By: _:_____________________________ Name: Xxxxxx Xxxxxx Title: Managing Director Xxxxxxx Chairman SCHEDULE I JAGUAR ACQUISITION CORPORATION 3,000,000 UNITY EMERGING TECHNOLOGY VENTURE ONE LTD. 1,250,000 UNITS Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapital, -------------------- GBI Capital Partners Inc. 3,000,000GKN Securities Corp. _________ TOTAL 1,250,000

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR ACQUISITION CORPORATION GLOBAL ALTERNATIVE ASSET MANAGEMENT, INC. By: ________________________________________ Name: Xxxxxxxx Xxxxxx Title: Chief Executive Officer Accepted on the date first above written. EARLYBIRDCAPITAL, INC. Acting severally on behalf of itself and the several Underwriters listed in Schedule I hereto By: ________________________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I JAGUAR ACQUISITION CORPORATION 3,000,000 UNITS GLOBAL ALTERNATIVE ASSET MANAGEMENT, INC. 20,000,000 Units Underwriter Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,000Ladenburg Txxxxxxx & Co. Inc. Maxim Group LLC Pali Capital, Inc. 20,000,000

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR JUNIPER PARTNERS ACQUISITION CORPORATION CORP. By: ___________________________________ --------------------------------- Name: Xxxxxxxx Xxxxxx Title: Chief Executive Officer Accepted on the date first above written. EARLYBIRDCAPITAL, INC. HCFP/XXXXXXX SECURITIES LLC By: ______________________________ ----------------------------------- Name: Xxxxxx Xxxxxx Xxx Xxxxx Xxxxxxxxx Title: Managing Director Vice Chairman and Corporate Counsel SCHEDULE I JAGUAR JUNIPER PARTNERS ACQUISITION CORPORATION 3,000,000 CORP. 250,000 SERIES A UNITS 1,250,000 SERIES B UNITS <TABLE> Number of Firm Series A Units Number of Series B Units Underwriter to be Purchased to be Purchased ----------- --------------- EarlyBirdCapital--------------- HCFP/Xxxxxxx Securities LLC Xxxxx Xxxxxx & Co., Inc. 3,000,000</TABLE>

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR ISRAEL TECHNOLOGY ACQUISITION CORPORATION CORP. By: ___________________________________ Name: Xxxxxxxx Xxxxxx Israel Frieder Title: Chief Executive Chxxx Xxxxxxxxx Officer Accepted on the date first above written. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Xxxxxx Xxxxxx Steven Levine Title: Managing Director SCHEDULE I JAGUAR ISRAEL TECHNOLOGY ACQUISITION CORPORATION 3,000,000 CORP. 6,000,000 UNITS Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,000Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR PHOENIX INDIA ACQUISITION CORPORATION CORP. By: ___________________________________ /s/ Name: Xxxxxxxx Xxxxxx Xxxxxx Title: President and Chief Executive Strategy Officer Accepted on the date first above written. EARLYBIRDCAPITALXXXXXX & XXXXXXX, INC. LLC By: ______________________________ Name: Xxxxxx Xxxxxx Xxxx X. Xxxxx III Title: President and Senior Managing Director SCHEDULE I JAGUAR PHOENIX INDIA ACQUISITION CORPORATION 3,000,000 UNITS CORP. 6,156,250 Units Underwriter Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapitalXxxxxx & Xxxxxxx, LLC I-Bankers Securities, Inc. 3,000,0006,156,250 SCHEDULE 2.28 PHOENIX INDIA ACQUISITION CORP. Board of Directors Xxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxxxx EXHIBIT A Phoenix India Acquisition Corp.

Waiver, etc. The failure of any of the parties hereto to at any ------------ time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-non- fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Representative, for itself and as Representative of the Underwriters listed in Schedule 1 hereto, and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR ACQUISITION CORPORATION U.S. ENERGY SYSTEMS, INC. By: ____________:_______________________ Name: Xxxxxxxx Xxxxxxx X. Xxxxxx Title: Chief Executive Officer President Accepted on as of the date first above written. EARLYBIRDCAPITALNew York, New York XXXXXX, XXXXXXX INC. (for itself and as Representative of the Underwriters listed on Schedule 1 hereto) 39 By: :______________________________ Name: Xxxxxx Xxxxxx Xxxxxxx Title: Managing Director Chairman SCHEDULE I JAGUAR ACQUISITION CORPORATION 3,000,000 UNITS Number of Firm Units Underwriter to be Purchased 1 ========== U.S. ENERGY SYSTEMS, INC. 3,100,000 SHARES OF COMMON STOCK AND 3,100,000 REDEEMABLE COMMON STOCK PURCHASE WARRANTS UNDERWRITER NUMBER OF SHARES OF COMMON NUMBER OF WARRANTS ----------- STOCK TO BE PURCHASED TO BE PURCHASED --------------------------- ------------------ Xxxxxx, Xxxxxxx Inc. --------- --------- 3,100,000 3,100,000 SCHEDULE 2 ========== NAME NUMBER OF SHARES LOCK-UP PERIOD ---- ---------------- ============== SCHEDULE 3 ========== OTHER COUNSEL OPINION SUBJECT ------------- --------------- EarlyBirdCapitalXxxx & Priest, Inc. 3,000,000LLP The Company Xxxxxxxx Xxxxxxxx Xxxxx and Xxxx Xxxxx & Xxxxx X.X. Lehi Xxxxx, Xxxxx & Xxxxxx, P.C. and Xxxx X. Xxxx Plymouth Xxxxxxx & Xxxx Steamboat L.L.C. NRG SCHEDULE 4 ========== ACCOUNTING FIRM COMFORT LETTER SUBJECT --------------- ----------------------

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Representatives, for itself and as Representatives of the Underwriters listed on Schedule I hereto, and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR ACQUISITION CORPORATION CrossZ Software Corporation By: ___________________________________ Name: Xxxxxxxx Xxxxxx Xxxx X. Xxxxxxx Title: Chief Executive Officer President Accepted on as of the date first above written. EARLYBIRDCAPITALNew York, INC. New York GKN Securities Corp. (for itself and as one of the Representatives of the Underwriters listed on Schedule I hereto) By: ________________________________ Name: Xxxxxx Xxxxxx Xxxxx Coventry Title: Vice President Barington Capital Group, L.P. (for itself and as one of the Representatives of the Underwriters listed on Schedule I hereto) By: _________________________________ Name: Xxxx Xxxxxxxx Title: Managing Director SCHEDULE I JAGUAR ACQUISITION CORPORATION 3,000,000 UNITS CrossZ Software Corporation 2,500,000 Shares of Common Stock Underwriter Number of Firm Units Underwriter Securities ----------- to be Purchased ----------- --------------- EarlyBirdCapitalGKN Securities Corp. Barington Capital Group, Inc. 3,000,000L.P. Total =====================

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR ASIA AUTOMOTIVE ACQUISITION CORPORATION By: ___________________________________ -------------------------------------- Name: Xxxxxxxx Xxxxxx Rudy Wilson Title: Chief Executive Officer Accepted on the date first above fxxxx xxxxx written. EARLYBIRDCAPITALRODMAN & RENSHAW, INC. LLC By: ______________________________ Name-------------------------------------- Xxme: Xxxxxx Xxxxxx TitleXxtle: Managing Director SCHEDULE I JAGUAR ASIA AUTOMOTIVE ACQUISITION CORPORATION 3,000,000 CORP. 4,375,000 Units UNDERWRITER NUMBER OF FIRM UNITS Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapitalTO BE PURCHASED Rodman & Renshaw, LLC 2,387,500 Chardan Cxxxxxx Maxxxxx, LLC 187,500 Maxim Group LLC 1,500,000 Fagenson & Co., Inc. 3,000,000200,000 Capital Growth Financial, LLC 100,000

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR MILLSTREAM II ACQUISITION CORPORATION By: _____________________________________ Name: Xxxxxxxx Xxxxxx Xxxxxxx Title: Chief Executive Officer Chairman Accepted on the date first above written. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I JAGUAR MILLSTREAM II ACQUISITION CORPORATION 3,000,000 4,000,000 UNITS Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,000Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR STONELEIGH PARTNERS ACQUISITION CORPORATION CORP. By: ___________________________________ Name: Xxxxxxxx Xxxxxx Title: Chief Executive Officer Accepted on the date first above written. EARLYBIRDCAPITAL, INC. HCFP/XXXXXXX SECURITIES LLC By: _____________________________________ Name: Xxxxxx Xxxxxx Avi Lipsker Title: Managing Director SCHEDULE I JAGUAR STONELEIGH PARTNERS ACQUISITION CORPORATION 3,000,000 UNITS CORP. 1,250,000 Series A Units 19,000,000 Series B Units Underwriter Number of Firm Series A Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapitalNumber of Series B Units to be Purchased HCFP/Xxxxxxx Securities LLC Pali Capital, Inc. 3,000,000Legend Merchant Group, Inc. Total 1,250,000 19,000,000

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR STONELEIGH PARTNERS ACQUISITION CORPORATION CORP. By: ___________________________________ Name: Xxxxxxxx Xxxxxx Title: Chief Executive Officer Accepted on the date first above written. EARLYBIRDCAPITAL, INC. HCFP/XXXXXXX SECURITIES LLC By: _____________________________________ Name: Xxxxxx Xxxxxx Avi Lipsker Title: Managing Director SCHEDULE I JAGUAR STONELEIGH PARTNERS ACQUISITION CORPORATION 3,000,000 UNITS CORP. 850,000 Series A Units 9,200,000 Series B Units Underwriter Number of Firm Series A Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,000Number of Series B Units to be Purchased HCFP/Xxxxxxx Securities LLC Total 850,000 9,200,000

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR PHARMAMATRIX ACQUISITION CORPORATION By: ___________________________________ Name: Xxxxxxxx Xxxxxx TitleNorman M. Meier Tixxx: Chief Executive Xxxxx Xxecutive Officer Accepted on the date first above written. EARLYBIRDCAPITAL, INC. ByJESUP & LAMONT SECURITIES CORPORATION Xx: ______________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I JAGUAR PHARMAMATRIX ACQUISITION CORPORATION 3,000,000 UNITS 5,333,334 Units Underwriter Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapitalJesup & Lamont Securities Corporation 2,666,667 Granite Financial Group, Inc. 3,000,0002,666,667 ========= Total. . . . . . 5,333,334

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR ISRAEL TECHNOLOGY ACQUISITION CORPORATION CORP. By: ___________________________________ Name: Xxxxxxxx Xxxxxx Israel Frieder Title: Chief Executive Chxxx Xxxxxxxxx Officer Accepted on the date first above written. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Xxxxxx Xxxxxx Steven Levine Title: Managing Director SCHEDULE I JAGUAR ISRAEL TECHNOLOGY ACQUISITION CORPORATION CORP. 3,000,000 UNITS Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,000Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR RESTAURANT ACQUISITION CORPORATION PARTNERS, INC. By: ___________________________________ /s/ Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxxx Xxxxxxxxxxx X. Xxxxxx Title: Chief Executive Officer and President Accepted on the date first above written. EARLYBIRDCAPITALCAPITAL GROWTH FINANCIAL, LLC By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chairman & CEO SCHEDULE I RESTAURANT ACQUISITION PARTNERS, INC. By: ______________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I JAGUAR ACQUISITION CORPORATION 3,000,000 3,333,333 UNITS Underwriter Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapitalTejas Securities Group, Inc. 3,000,0001,666,667 Xxxxxx and Xxxxxxx 1,000,000 Forge Financial Group, Inc. 275,000 vFinance Investments, Inc. 275,000

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR TREMISIS ENERGY ACQUISITION CORPORATION By: ___________________________________ Name: Xxxxxxxx Xxxxxx X. Xxxxx Title: Chief Executive Officer Chairman of the Board Accepted on the date first above written. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I JAGUAR TREMISIS ENERGY ACQUISITION CORPORATION 3,000,000 4,000,000 UNITS Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,000Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR TERRA NOVA ACQUISITION CORPORATION By: ___________________________________ ----------------------------------- Name: Xxxxx Xxxxxxxx Xxxxxx Title: Chief Executive Officer Accepted on the date first above written. EARLYBIRDCAPITAL, INC. By: ______________________________ ------------------------------ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I JAGUAR ARDENT ACQUISITION CORPORATION 3,000,000 UNITS Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,000

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR PHARMAMATRIX ACQUISITION CORPORATION By: ___________________________________ Name: Xxxxxxxx Xxxxxx TitleNorman M. Meier Titlx: Chief Executive Xxxxx Xxxcutive Officer Accepted on the date first above written. EARLYBIRDCAPITAL, INC. ByJESUP & LAMONT SECURITIES CORPORATION Xx: ______________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I JAGUAR PHARMAMATRIX ACQUISITION CORPORATION 3,000,000 UNITS 5,333,334 Units Underwriter Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapitalJesup & Lamont Securities Corporation 2,666,667 Granite Financial Group, Inc. 3,000,0002,666,667 ========= Total. . . . . . 5,333,334

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR ITHAKA ACQUISITION CORPORATION CORP. By: ___________________________________ Name: Xxxxxxxx Xxxxxx TitlePaul A. Brooke Titlx: Chief Executive Xxxxf Xxxxxtive Officer Accepted on the date first above written. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Xxxxxx Xxxxxx Steven Levine Title: Managing Director SCHEDULE I JAGUAR ITHAKA ACQUISITION CORPORATION 3,000,000 CORP. 8,000,000 UNITS Number of Firm Units Underwriter to be Purchased NUMBER OF FIRM UNITS UNDERWRITER TO BE PURCHASED ----------- --------------- -------------------- EarlyBirdCapital, Inc. 3,000,000Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR DG ACQUISITION CORPORATION CORP. By: ___________________________________ ---------------------------------------- Name: Xxxxxxxx Xxxx X. Xxxxxx Title: Co-Chief Executive Officer Accepted on the date first above written. EARLYBIRDCAPITAL, INC. By: ______________________________ ----------------------------------- Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I JAGUAR DG ACQUISITION CORPORATION 3,000,000 CORP. 12,000,000 UNITS Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,000--------------- 12,000,000

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR RAND ACQUISITION CORPORATION By: ___________________________________ Name: Xxxxxxxx Xxxxxx X. Xxxx Title: Chief Executive Officer Chairman of the Board Accepted on the date first above written. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I JAGUAR RAND ACQUISITION CORPORATION 3,000,000 4,000,000 UNITS Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,0004,000,000

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR PHOENIX INDIA ACQUISITION CORPORATION CORP. By: ___________________________________ Name: Xxxxxxxx Xxxxxx Xxxxxx Title: President and Chief Executive Strategy Officer Accepted on the date first above written. EARLYBIRDCAPITALXXXXXX & XXXXXXX, INC. LLC By: ______________________________ Name: Xxxxxx Xxxxxx Xxxx X. Xxxxx III Title: President and Senior Managing Director SCHEDULE I JAGUAR PHOENIX INDIA ACQUISITION CORPORATION 3,000,000 UNITS CORP. 6,156,250 Units Underwriter Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapitalXxxxxx & Xxxxxxx, LLC I-Bankers Securities, Inc. 3,000,0006,156,250 SCHEDULE 2.28 PHOENIX INDIA ACQUISITION CORP. Board of Directors Xxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxxxx EXHIBIT A Phoenix India Acquisition Corp.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR INTERAMERICAN ACQUISITION CORPORATION GROUP INC. By: ___________________________________ ------------------------------------------------- Name: Xxxxxxxx Xxxxxx Xxxxxxx X. Xxxxx Title: Chief Executive Officer Accepted on the date first above written. EARLYBIRDCAPITALXXXXXX & XXXXXXX, INC. LLC By: ______________________________ ------------------------------------------------- Name: Xxxxxx Xxxxxx Xxxx Xxxxx Title: Senior Managing Director SCHEDULE I JAGUAR INTERAMERICAN ACQUISITION CORPORATION 3,000,000 GROUP INC. 7,500,000 Units UNDERWRITER NUMBER OF FIRM UNITS Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapitalTO BE PURCHASED Xxxxxx & Xxxxxxx, Inc. 3,000,000LLC Granite Financial Group, Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR ACQUISITION CORPORATION By: ___________________________________ /s/ Xxxxxxxx Xxxxxx ----------------------------------- Name: Xxxxxxxx Xxxxxx Title: Chief Executive Officer Accepted on the date first above written. EARLYBIRDCAPITAL, INC. By: ______________________________ /s/ Xxxxxx Xxxxxx ------------------------------ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I JAGUAR ACQUISITION CORPORATION 3,000,000 4,000,000 UNITS Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,0003,800,000 Maxim Group LLC 200,000 --------- 4,000,000

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR COURTSIDE ACQUISITION CORPORATION CORP. By: ___________________________________ ------------------------------- Name: Xxxxxxxx Xxxxxx Xxxxxxx X. Xxxxxxxxx Title: Chief Executive Officer Accepted on the date first above written. EARLYBIRDCAPITAL, INC. By: ______________________________ ------------------------------ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I JAGUAR COURTSIDE ACQUISITION CORPORATION 3,000,000 CORP. 12,000,000 UNITS Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,000ThinkEquity Partners LLC Ramius Securities, LLC =============== 12,000,000

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR CHARDAN SOUTH CHINA ACQUISITION CORPORATION By: ___________________________________ Name: Xxxxxxxx Xxxxxx Jiangnan Xxxxx Title: Chief Executive Officer Chairman of the Board Accepted on the date first above written. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I JAGUAR CHARDAN SOUTH CHINA ACQUISITION CORPORATION 3,000,000 4,000,000 UNITS Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,000Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR CHARDAN CHINA ACQUISITION CORPORATION CORP. III By: ___________________________________ Name: Xxxxxxxx Xxxxxx Jiangnan Xxxxx Title: Chief Executive Officer Chairman of the Board Accepted on the date first above written. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I JAGUAR CHARDAN CHINA ACQUISITION CORPORATION 3,000,000 CORP. III 4,000,000 UNITS Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,000Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR DG ACQUISITION CORPORATION CORP. By: ___________________________________ ------------------------------------ Name: Xxxxxxxx Xxxx X. Xxxxxx Title: Co-Chief Executive Officer Accepted on the date first above written. EARLYBIRDCAPITAL, INCXXXXXXXX CURHAN FORD & CO. By: ______________________________ --------------------------------------------- Name: Xxxxxx Xxxxxx Title: Managing Director DG ACQUISITION LLC By: --------------------------------------------- Name: Title: SCHEDULE I JAGUAR DG ACQUISITION CORPORATION 3,000,000 CORP. 8,875,000 CLASS A UNITS Underwriter Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,000Xxxxxxxx Curhan Ford & Co. 8,875,000

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR INTERAMERICAN ACQUISITION CORPORATION GROUP INC. By: ___________________________________ ------------------------------------------------- Name: Xxxxxxxx Xxxxxx Xxxxxxx X. Xxxxx Title: Chief Executive Officer Accepted on the date first above written. EARLYBIRDCAPITALCHARDAN CAPITAL MARKETS, LLC By: ------------------------------------------------- Name: Xxxxx Xxxxxxx Title: Chief Executive Officer SCHEDULE I INTERAMERICAN ACQUISITION GROUP INC. By: ______________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I JAGUAR ACQUISITION CORPORATION 3,000,000 5,000,000 Units UNDERWRITER NUMBER OF FIRM UNITS Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapitalTO BE PURCHASED CHARDAN CAPITAL MARKETS, Inc. 3,000,000LLC

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR JUNIPER PARTNERS ACQUISITION CORPORATION CORP. By: ___________________________________ --------------------------------- Name: Xxxxxxxx Xxxxxx Title: Chief Executive Officer Accepted on the date first above written. EARLYBIRDCAPITAL, INC. HCFP/XXXXXXX SECURITIES LLC By: ______________________________ ----------------------------------- Name: Xxxxxx Xxxxxx Xxx Xxxxx Xxxxxxxxx Title: Managing Director Vice Chairman and Corporate Counsel SCHEDULE I JAGUAR JUNIPER PARTNERS ACQUISITION CORPORATION 3,000,000 CORP. 250,000 SERIES A UNITS 1,250,000 SERIES B UNITS Number of Firm Series A Units Number of Series B Units Underwriter to be Purchased to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,000--------------- HCFP/Xxxxxxx Securities LLC

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR ARPEGGIO ACQUISITION CORPORATION By: ___________________________________ Name: Xxxxxxxx Xxxxxx Xxxx X. Xxxxxxxxx Title: Chief Executive Officer Chairman of the Board Accepted on the date first above written. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I JAGUAR ARPEGGIO ACQUISITION CORPORATION 3,000,000 6,000,000 UNITS Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,000Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR ARDENT ACQUISITION CORPORATION By: ___________________________________ ------------------------------ Name: Xxxxxxxx Xxxxxx TitleBarry J. Gordon Titlx: Chief Executive Xxxxx Xxxxxxive Officer Accepted on the date first above written. EARLYBIRDCAPITAL, INC. By: ______________________________ ------------------------------ Name: Xxxxxx Xxxxxx Steven Levine Title: Managing Director SCHEDULE I JAGUAR ARDENT ACQUISITION CORPORATION 3,000,000 5,000,000 UNITS Number of Firm Units Underwriter to be To Be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,0005,000,000

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters Representative and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR ACQUISITION CORPORATION PIVOT RULES, INC. By: ___________________________________ /s/ E. Xxxxxxx Xxxxx -------------------------------- Name: Xxxxxxxx Xxxxxx E. Xxxxxxx Xxxxx Title: President and Chief Executive Officer Accepted on as of the date first above written. EARLYBIRDCAPITALNew York, New York GKN SECURITIES CORP. By: /s/ Xxxxxxx X. Xxxxxx -------------------------- Xxxxxxx X. Xxxxxx Title: Vice President SCHEDULE I PIVOT RULES, INC. By: ______________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I JAGUAR ACQUISITION CORPORATION 3,000,000 1,500,000 UNITS Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapitalGKN Securities Corp. 1,200,000 Xxxxxx & Associates, Inc. 3,000,000300,000 SCHEDULE 2.22 INTANGIBLES

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR PHOENIX INDIA ACQUISITION CORPORATION CORP. By: ___________________________________ /s/ Name: Xxxxxxxx Xxxxxx Xxxxxx Title: President and Chief Executive Strategy Officer Accepted on the date first above written. EARLYBIRDCAPITALXXXXXX & XXXXXXX, INC. LLC By: ______________________________ Name: Xxxxxx Xxxxxx Xxxx X. Xxxxx III Title: President and Senior Managing Director SCHEDULE I JAGUAR PHOENIX INDIA ACQUISITION CORPORATION 3,000,000 UNITS CORP. 6,250,000 Units Underwriter Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapitalXxxxxx & Xxxxxxx, Inc. 3,000,000LLC ___________ 6,250,000 SCHEDULE 2.28 PHOENIX INDIA ACQUISITION CORP. Board of Directors Xxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxxxx EXHIBIT A Phoenix India Acquisition Corp.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR ARDENT ACQUISITION CORPORATION By: ___________________________________ ------------------------------ Name: Xxxxxxxx Xxxxxx TitleBarry J. Gordon Titlx: Chief Executive Xxxxx Xxxxxxive Officer Accepted on the date first above written. EARLYBIRDCAPITAL, INC. By: ______________________________ ------------------------------ Name: Xxxxxx Xxxxxx Steven Levine Title: Managing Director SCHEDULE I JAGUAR ARDENT ACQUISITION CORPORATION 3,000,000 UNITS Number of Firm Units Underwriter to be To Be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,000

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR INTERAMERICAN ACQUISITION CORPORATION GROUP INC. By: ___________________________________ ------------------------------------------------- Name: Xxxxxxxx Xxxxxx Xxxxxxx X. Xxxxx Title: Chief Executive Officer Accepted on the date first above written. EARLYBIRDCAPITALCHARDAN CAPITAL MARKETS, LLC By: ------------------------------------------------- Name: Xxxxx Xxxxxxx Title: Chief Executive Officer SCHEDULE I INTERAMERICAN ACQUISITION GROUP INC. By: ______________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I JAGUAR ACQUISITION CORPORATION 3,000,000 5,000,000 Units UNDERWRITER NUMBER OF FIRM UNITS Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapitalTO BE PURCHASED CHARDAN CAPITAL MARKETS, Inc. 3,000,000LLC MAXIM GROUP LLC

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between among the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between among us. Very truly yours, JAGUAR ACQUISITION CORPORATION PURO WATER GROUP, INC. By: ___________________________________ --------------------------- Name: Xxxxxxxx Xxxxxx Xxxx Xxxx Title: Chief Executive Officer President Accepted on as of the date first above written. EARLYBIRDCAPITALNew York, New York XXXXXXX EQUITIES, INC. GILFORD SECURITIES INCORPORATED Acting on behalf of themselves and as the Representatives of the other several Underwriters named in Schedule I hereof. By: XXXXXXX EQUITIES, INC. By: ______________________________ ------------------------------------ Name: Xxxxxx X. Xxxxxx Title: Managing Director By: GILFORD SECURITIES INCORPORATED By: ----------------------------------- Name: Title: SCHEDULE I JAGUAR ACQUISITION CORPORATION 3,000,000 UNITS Number of Firm Units Name of Underwriter Shares to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,000------------------- ----------------------

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR CHARDAN SOUTH CHINA ACQUISITION CORPORATION By: ___________________________________ Name: Xxxxxxxx Xxxxxx Jiangnan Huang Title: Chief Executive Officer Chairman of the Board Accepted on the date first above written. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Xxxxxx Xxxxxx Steven Levine Title: Managing Director Mxxxxxxx Xxxxxtor SCHEDULE I JAGUAR CHARDAN SOUTH CHINA ACQUISITION CORPORATION 3,000,000 5,000,000 UNITS Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,000Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR COURTSIDE ACQUISITION CORPORATION CORP. By: ___________________________________ ------------------------------- Name: Xxxxxxxx Xxxxxx Xxxxxxx X. Xxxxxxxxx Title: Chief Executive Officer Accepted on the date first above written. EARLYBIRDCAPITAL, INC. By: ______________________________ ------------------------------ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I JAGUAR COURTSIDE ACQUISITION CORPORATION 3,000,000 CORP. 12,000,000 UNITS Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,00012,000,000

Waiver, etc. The failure of any of the parties hereto to at any time to enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect to affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto thereafter to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR ACQUISITION GIGABEAM CORPORATION By: _____:______________________________ Name: Xxxxxxxx Xxxxxx Xxxxx X. Xxxxxxxxx Title: Chief Executive Officer and Chairman Accepted on as of the date first above written. EARLYBIRDCAPITALNew York, INC. New York HCFP/XXXXXXX SECURITIES LLC By: __:____________________________ Name: Xxxxxx Xxxxxx :__________________________ Title: Managing Director :_________________________ SCHEDULE I JAGUAR ACQUISITION GIGABEAM CORPORATION 3,000,000 UNITS Underwriter Number of Firm Units Underwriter Securities to be Purchased ----------- --------------- EarlyBirdCapital----------------------------------------- HCFP/Xxxxxxx Securities, Inc. 3,000,000LLC

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR PHARMAMATRIX ACQUISITION CORPORATION By: ___________________________________ Name: Xxxxxxxx Xxxxxx Norman M. Meier Title: Chief Executive Cxxxx Xxxxxxxxx Officer Accepted on the date first above written. EARLYBIRDCAPITAL, INC. ByJESUP & LAMONT SECURITIES CORPORATION Xx: ______________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I JAGUAR PHARMAMATRIX ACQUISITION CORPORATION 3,000,000 UNITS 5,333,334 Units Underwriter Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,000Jesup & Lamont Securities Corporation 5,333,334

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, JAGUAR ACQUISITION CORPORATION GLOBAL ALTERNATIVE ASSET MANAGEMENT, INC. By: ________________________________________ Name: Xxxxxxxx Xxxxxx Title: Chief Executive Officer Accepted on the date first above written. EARLYBIRDCAPITAL, INC. Acting severally on behalf of itself and the several Underwriters listed in Schedule I hereto By: ________________________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I JAGUAR ACQUISITION CORPORATION 3,000,000 UNITS GLOBAL ALTERNATIVE ASSET MANAGEMENT, INC. 20,000,000 Units Underwriter Number of Firm Units Underwriter to be Purchased ----------- --------------- EarlyBirdCapital, Inc. 3,000,000Maxim Group LLC Ladenburg Txxxxxxx & Co. Inc. 20,000,000