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 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, OAKMONT ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. By: Name: Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo 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 affect 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, OAKMONT ASCEND ACQUISITION CORP. By: ------------------------------------ Name: Xxxxxxx Xxx X. Xxxx Title: President Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: --------------------------------- Name: Xxxxxx Xxxxxx Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCManaging Director

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 affect 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, OAKMONT STONELEIGH PARTNERS ACQUISITION CORP. By: ___________________________________ Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. HCFP/XXXXXXX SECURITIES LLC By: _____________________________________ Name: Avi Lipsker Title: Managing Director SCHEDULE I OAKMONT STONELEIGH PARTNERS ACQUISITION CORP. 8,000,000 25,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. HCFP/Xxxxxxx Securities LLC Pali Capital, Inc. Xxxxx Fargo Securities, LLCTotal 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 affect 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, OAKMONT ECHO HEALTHCARE ACQUISITION CORP. By: ___________________________________ Name: Xxxxxxx X. Xxxx Jxxx Xxxxxx Title: President Accepted on the date first above written. XXXXXX MXXXXX XXXXXX & CO. INC. By: ______________________________ Name: Fxxxxxxxx X. Xxxxxx Title: Managing Director SCHEDULE I OAKMONT ECHO HEALTHCARE ACQUISITION CORP. 8,000,000 6,250,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Mxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo SecuritiesRxxx Capital Partners, LLCLLC Legend Merchant 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 affect 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, OAKMONT CHINA UNISTONE ACQUISITION CORP. CORPORATION By: ___________________________________ Name: Xxxxxxx X. Xxxx James Z. Li Title: President Chief Exxxxxxxx Xxficer Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Steven Levine Title: Managing Director SCHEDULE I OAKMONT CHINA UNISTONE ACQUISITION CORP. 8,000,000 CORPORATION 3,000,000 Units Underwriter Number of Firm Units Underwriter to be Purchased Xxxxxx Xxxxxx & Co. ----------- --------------- EarlyBirdCapital, Inc. Xxxxx Fargo Securities, LLC3,000,000

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 affect 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, OAKMONT RESTAURANT ACQUISITION CORPPARTNERS, INC. By: Name: Xxxxxxx Xxxxxxxxxxx X. Xxxx Xxxxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX LADENBURG XXXXXXXX & CO. INC. By: Name: Xxxxxx Xxxxxx Title: Managing Director CAPITAL GROWTH FINANCIAL, LLC By: Name: Xxxx X. Xxxxxx Title: Chairman & CEO SCHEDULE I OAKMONT RESTAURANT ACQUISITION CORP. 8,000,000 Units 5,000,000 UNITS Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx Ladenburg Xxxxxxxx & Co. Inc. Xxxxx Fargo Securities2,500,000 Capital Growth Financial, LLCLLC 2,500,000 33 QuickLinks

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 affect 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, OAKMONT JAGUAR ACQUISITION CORP. CORPORATION By: ___________________________________ Name: Xxxxxxx X. Xxxx Xxxxxxxx Xxxxxx Title: President Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I OAKMONT JAGUAR ACQUISITION CORP. 8,000,000 Units Underwriter CORPORATION 3,000,000 UNITS Number of Firm Units Underwriter to be Purchased Xxxxxx Xxxxxx & Co. ----------- --------------- EarlyBirdCapital, Inc. Xxxxx Fargo Securities, LLC3,000,000

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 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, OAKMONT STONE ARCADE ACQUISITION CORP. CORPORATION By: ___________________________________ Name: Xxxxxxx X. Xxxx Roger Stone Title: President Chief Executive Officer Accepted on the date first above daxx xxxxx xxove written. XXXXXX XXXXXX MORGAN JOSEPH & CO. INC. By: Name______________________________ Naxx: TitleXxxxe: SCHEDULE I OAKMONT STONE ARCADE ACQUISITION CORP. 8,000,000 CORPORATION 30,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx Morgan Joseph & Co. Inc. Xxxxx Fargo SecuritiesOppenheimer & Co. EarlyBixxXxxxxxx, LLCXxc. 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 affect 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. [Signature Page Follows] 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, OAKMONT ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. AYTU BIOSCIENCE, INC. By: Name: Jxxxxx X. Xxxxxxx Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number Chief Executive Officer Confirmed as of Firm Units to be Purchased Xxxxxx Xxxxxx the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: JXXXXX XXXXXX & Co. Inc. Xxxxx Fargo SecuritiesCO., LLC. By: Name: Exxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1

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 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, OAKMONT ASIA AUTOMOTIVE ACQUISITION CORP. By: -------------------------------------- Name: Xxxxxxx X. Xxxx Rudy Wilson Title: President Chief Executive Officer Accepted on the date first above fxxxx xxxxx written. XXXXXX XXXXXX RODMAN & CO. INC. RENSHAW, LLC By: Name-------------------------------------- Xxme: TitleXxtle: SCHEDULE I OAKMONT ASIA AUTOMOTIVE ACQUISITION CORP. 8,000,000 4,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx UNDERWRITER NUMBER OF FIRM UNITS TO BE PURCHASED Rodman & Co. Inc. Xxxxx Fargo SecuritiesRenshaw, LLCLLC Chardan Capital Markets

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 affect 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, OAKMONT NORTH SHORE ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: Name: Title: SCHEDULE I OAKMONT NORTH SHORE ACQUISITION CORP. 8,000,000 6,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. EarlyBirdCapital, Inc. Xxxxx Fargo Securities, LLC6,000,000

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 affect 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, OAKMONT HYDE PARK ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President /s/ Name Title Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: /s/ Name: Sxxxxx Xxxxxx Title: Managing Director SCHEDULE I OAKMONT HYDE PARK ACQUISITION CORP. 8,000,000 11,250,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. EarlyBirdCapital, Inc. Xxxxx Fargo Securities, LLCLegend Merchant 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 affect 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, OAKMONT ITHAKA ACQUISITION CORP. By: ___________________________________ Name: Xxxxxxx X. Xxxx TitlePaul A. Brooke Titlx: President Xxxxf Xxxxxtive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Steven Levine Title: Managing Director SCHEDULE I OAKMONT ITHAKA ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities8,500,000 UNITS NUMBER OF FIRM UNITS UNDERWRITER TO BE PURCHASED ----------- -------------------- EarlyBirdCapital, LLCInc.

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 affect 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, OAKMONT ACQUISITION CORPAUGMENT SYSTEMS, INC. By: ------------------------------- Name: Xxxxxxx Xxxxxx X. Xxxx Title: President and Chief Executive Officer Accepted on as of the date first above written. XXXXXX XXXXXX & CO. INC. By: Name: Title: SCHEDULE I OAKMONT ACQUISITION New York, New York GKN SECURITIES CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo 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 affect 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, OAKMONT GLOBAL SERVICES PARTNERS ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. HCFP/XXXXXXX SECURITIES LLC By: Name: Xxx Xxxxx Xxxxxxxxx Title: Vice Chairman and Corporate Counsel SCHEDULE I OAKMONT GLOBAL SERVICES PARTNERS ACQUISITION CORP. 8,000,000 400,000 Series A Units 2,600,000 Series B Units Underwriter Number of Firm Series A Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, Number of Series B Units to be Purchased 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 affect 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 Underwriter 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, OAKMONT ACQUISITION CORP. SMX (Security Matters) Public Limited Company By: Name: Xxxxxxx X. Xxxx Title: President Accepted on Confirmed as of the date first written above written. XXXXXX XXXXXX & CO. INC. mentioned: EX Xxxxxx LLC By: Name: Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter 1 Pricing Information Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCShares: [●] Public Offering Price per one Firm Share: $[●] Underwriting Discount per one Firm Share: $[●] (2.5%) SCHEDULE 2 Issuer General Use Free Writing Prospectuses None

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 affect 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, OAKMONT CHINA DISCOVERY ACQUISITION CORP. By: ___________________________________ Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Sxxxxx Xxxxxx Title: Managing Director SCHEDULE I OAKMONT CHINA DISCOVERY ACQUISITION CORP. 8,000,000 5,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. EarlyBirdCapital, Inc. Xxxxx Fargo Securities, LLCLegend Merchant 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 affect 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, OAKMONT CHINA FORTUNE ACQUISITION CORP. By: ___________________________________ Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I OAKMONT CHINA FORTUNE ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo SecuritiesEarlyBirdCapital, LLCInc.

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 affect 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, OAKMONT CHINA OPPORTUNITY ACQUISITION CORP. By: _______________________________ Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: _______________________________ Name: Steven Levine Title: Manaxxxx Xxxxxxxx SCHEDULE I OAKMONT CHINA OPPORTUNITY ACQUISITION CORP. 8,000,000 Units Underwriter 6,000,000 UNITS Number of Firm Units Underwriter to be Purchased Xxxxxx Xxxxxx & Co. EarlyBirdCapital, Inc. Xxxxx Fargo Securities, LLCLegend Merchant 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 affect 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, OAKMONT RESTAURANT ACQUISITION CORPPARTNERS, INC. By: Name: Xxxxxxx Xxxxxxxxxxx X. Xxxx Xxxxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. CAPITAL GROWTH FINANCIAL, LLC By: Name: Xxxx X. Xxxxxx Title: Chairman & CEO SCHEDULE I OAKMONT RESTAURANT ACQUISITION CORP. 8,000,000 Units 4,000,000 UNITS Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo SecuritiesCapital Growth Financial, LLCLLC 4,000,000 32 QuickLinks

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 affect 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, OAKMONT HD PARTNERS ACQUISITION CORP. CORPORATION By: Name: Xxxxxxx Xxxx X. Xxxx Xxxxxxxxxxx Title: Chairman, President and CEO Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. By: Name: Xxxxxxxxx X. Xxxxxx Title: Managing Director SCHEDULE I OAKMONT HD PARTNERS ACQUISITION CORP. 8,000,000 CORPORATION 10,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCInc.

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 affect 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, OAKMONT PARAMOUNT ACQUISITION CORP. By: ------------------------------ Name: Xxxxxxx X. Xxxx J. Xxx Xxxxxx Title: President Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: --------------------------------------- Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I OAKMONT PARAMOUNT ACQUISITION CORP. 8,000,000 Units Underwriter 8,500,000 UNITS Number of Firm Units Underwriter to be Purchased Xxxxxx Xxxxxx & Co. ---------------------- -------------------- EarlyBirdCapital, Inc. Xxxxx Fargo Securities, LLC8,500,000

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 affect 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 Underwriter 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, OAKMONT FORTISSIMO ACQUISITION CORP. By: ___________________________________ Name: Xxxxxxx X. Xxxx Yxxxx Xxxxx Title: President Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Sxxxxx Xxxxxx Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCManaging Director

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 affect 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, OAKMONT PANTHEON CHINA ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: Name: Sxxxxx Xxxxxx Title: Managing Director SCHEDULE I OAKMONT PANTHEON CHINA ACQUISITION CORP. 8,000,000 5,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo SecuritiesEarlyBirdCapital, LLCInc.

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 affect 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, OAKMONT SPRING CREEK ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I OAKMONT SPRING CREEK ACQUISITION CORP. 8,000,000 4,500,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo SecuritiesEarlyBirdCapital, LLCInc.

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 affect 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, OAKMONT RAND ACQUISITION CORP. CORPORATION By: ______________________________ Name: Xxxxxxx Xxxxxxxx X. Xxxx Title: President Chairman of the Board Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I OAKMONT RAND ACQUISITION CORP. 8,000,000 Units Underwriter CORPORATION 3,500,000 UNITS Number of Firm Units Underwriter to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities----------- --------------- EarlyBirdCapital, LLCInc.

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 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, OAKMONT ACQUISITION CORP. CAMDEN LEARNING CORPORATION By: Name: Dxxxx Xxxxxxx X. Xxxx Title: President and Chief Executive Officer Accepted on the date first above written. XXXXXX MXXXXX XXXXXX & CO. INC. By: Name: Title: Managing Director SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 CAMDEN LEARNING CORPORATION 4,500,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Mxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCAPPENDIX 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 affect 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, OAKMONT MILLSTREAM II ACQUISITION CORP. CORPORATION By: _____________________________________ Name: Xxxxxx Xxxxxxx X. Xxxx Title: President Chairman Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I OAKMONT MILLSTREAM II ACQUISITION CORP. 8,000,000 Units Underwriter CORPORATION 3,500,000 UNITS Number of Firm Units Underwriter to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities----------- --------------- EarlyBirdCapital, LLCInc.

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 affect 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, OAKMONT ACQUISITION CORPINTERNATIONAL METAL ENTERPRISES, INC. By: _________________________________ Name: Xxxxxxx X. Xxxx Xxxxxxxxxx Title: President Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. INCSUNRISE SECURITIES CORP. By: ______________________________ Name: Xxxxxx Low Title: President SCHEDULE I OAKMONT ACQUISITION CORPINTERNATIONAL METAL ENTERPRISES, INC. 8,000,000 Units Underwriter 30,000,000 UNITS Number of Firm Units Underwriter to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLC----------- --------------- Sunrise 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 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, OAKMONT VECTOR INTERSECT SECURITY ACQUISITION CORP. By: ----------------------------------------------------- Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. XXXXXXX, LLC By: ----------------------------------------------------- Name: Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo 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 affect 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, OAKMONT TERRA NOVA ACQUISITION CORP. CORPORATION By: ----------------------------------- Name: Xxxxxxx X. Xxxx Xxxxx Xxxxxxxx Title: President Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: ------------------------------ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I OAKMONT ARDENT ACQUISITION CORP. 8,000,000 Units Underwriter CORPORATION 4,800,000 UNITS Number of Firm Units Underwriter to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities----------- --------------- EarlyBirdCapital, LLCInc.

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 affect 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 Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usagreement. Very truly yours, OAKMONT FEDERAL SERVICES ACQUISITION CORP. CORPORATION By: Name: Xxxxxxx Xxxx X. Xxxx Xxxxx Title: President Chairman and Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. : CRT CAPITAL GROUP LLC By: Name: Xxxxxxxxxxx Xxxxx Title: Managing Director 23. SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLC2.18.4 None.

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 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, OAKMONT ACQUISITION CORP. GENERAL FINANCE CORPORATION By: Name: Rxxxxx Xxxxxxx X. Xxxx Title: President Chief Executive Officer Accepted on the date first above written. XXXXXX MXXXXX XXXXXX & CO. INC. By: Name: Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 GENERAL FINANCE CORPORATION 7,500,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCPurchased

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 affect 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. [Signature Page Follows] 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, OAKMONT ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. ADVAXIS, INC. By: /s/ Kxxxxxx X. Berlin Name: Mx. Xxxxxxx X. Berlin Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number President and Chief Executive Officer Confirmed as of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securitiesthe date first written above mentioned, LLCon behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto:

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 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, OAKMONT INTERAMERICAN ACQUISITION CORPGROUP INC. By: ----------------------------------------------------- Name: Xxxxxxx X. Xxxx Xxxxx Title: President Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. GRANITE FINANCIAL GROUP, INC. By: ----------------------------------------------------- Name: Title: SCHEDULE I OAKMONT INTERAMERICAN ACQUISITION CORPGROUP INC. 8,000,000 15,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. UNDERWRITER NUMBER OF FIRM UNITS TO BE PURCHASED Granite Financial Group, Inc. Xxxxx Fargo Ramuis Securities, LLCL.L.C.

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 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, OAKMONT ACQUISITION CORP. GENERAL FINANCE CORPORATION By: Name: Rxxxxx Xxxxxxx X. Xxxx Title: President Chief Executive Officer Accepted on the date first above written. XXXXXX MXXXXX XXXXXX & CO. INC. By: Name: Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 GENERAL FINANCE CORPORATION 10,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Mxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Wedbush Mxxxxx 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 affect 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, OAKMONT ACQUISITION CORPINTERNATIONAL METAL ENTERPRISES, INC. By: _________________________________ Name: Xxxxxxx X. Xxxx Xxxxxxxxxx Title: President Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. INCSUNRISE SECURITIES CORP. By: ______________________________ Name: Xxxxxx Low Title: President SCHEDULE I OAKMONT ACQUISITION CORPINTERNATIONAL METAL ENTERPRISES, INC. 8,000,000 Units Underwriter 33,500,000 UNITS Number of Firm Units Underwriter to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLC----------- --------------- Sunrise 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 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, OAKMONT ACQUISITION CORPGLOBAL TECHNOLOGY INDUSTRIES, INC. By: /s/Xxxxxx X. Xxx Name: Xxxxxxx Xxxxxx X. Xxxx Xxx Title: President Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. By: Name: Title: SCHEDULE I OAKMONT ACQUISITION CORPGLOBAL TECHNOLOGY INDUSTRIES, INC. 8,000,000 10,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCInc.

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 affect 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, OAKMONT RHAPSODY ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I OAKMONT RHAPSODY ACQUISITION CORP. 8,000,000 4,500,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo SecuritiesEarlyBirdCapital, LLCInc.

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 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, OAKMONT EVEREST ACQUISITION CORP. CORPORATION By: ___________________________________ Name: Xxxxx X. Xxxxxxx X. Xxxx Title: President Chief Executive Officer Accepted on the date first above written. JESUP & XXXXXX XXXXXX & CO. INC. SECURITIES CORPORATION By: ______________________________ Name: Title: SCHEDULE I OAKMONT EVEREST ACQUISITION CORP. 8,000,000 CORPORATION 16,000,000 Units Underwriter Number of Firm Units to be Purchased Jesup & Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCSecurities Corporation 16,000,000

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 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, OAKMONT ACQUISITION CORPHUIHENG MEDICAL, INC. By: Name: Xxxxxxx X. Xxxx Hxx Xxxxxxxx Title: President Chief Executive Officer Accepted on as of the date first above written. XXXXXX XXXXXX & CO. INC. CHARDAN CAPITAL MARKETS, LLC New York, New York By: Name: Kxxxx Xxxxxxx Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCManaging Director

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 affect 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, OAKMONT ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. APPLIED UV, INC. By: Name: Mxx Xxxx Title: President Accepted by the Representative, acting for itself and as Representative of the Underwriters named on Schedule I hereto, as of the date first written above: NETWORK 1 FINANCIAL SECURITIES, INC. By: Name: Dxxxx X. Xxxxxxxxxx Title: Director of Investment Banking SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCI

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 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, OAKMONT ACQUISITION CORPAMERICAN TELECOM SERVICES INC. By: Name: Xxxxxxx X. Xxxxx Xxxx Title: President Chief Executive Officer Accepted on as of the date first above written. XXXXXX XXXXXX & CO. INC. New York, New York HCFP/XXXXXXX SECURITIES LLC By: Name: Title: SCHEDULE I OAKMONT ACQUISITION CORPAMERICAN TELECOM SERVICES INC. 8,000,000 Units Underwriter Number of Firm Units Securities to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo 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 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, OAKMONT PHARMAMATRIX ACQUISITION CORP. CORPORATION By: ___________________________________ Name: Xxxxxxx X. Xxxx Norman M. Meier Title: President Chief Executive Officer Accepted on the date first xxx xxxx xxxxx above written. XXXXXX XXXXXX JESUP & CO. INC. LAMONT SECURITIES CORPORATION By: ______________________________ Name: Title: SCHEDULE I OAKMONT PHARMAMATRIX ACQUISITION CORP. 8,000,000 CORPORATION 5,333,334 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx Jesup & Co. Inc. Xxxxx Fargo Securities, LLCLamont 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 affect 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, OAKMONT ARPEGGIO ACQUISITION CORP. CORPORATION By: _________________________________ Name: Xxxxxxx Xxxx X. Xxxx Xxxxxxxxx Title: President Chairman of the Board Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I OAKMONT ARPEGGIO ACQUISITION CORP. 8,000,000 Units Underwriter CORPORATION 6,000,000 UNITS Number of Firm Units Underwriter to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities----------- --------------- EarlyBirdCapital, LLCInc.

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 affect 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. [Signature Page Follows] 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, OAKMONT ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. SOLIGENIX, INC. By: Name: Xxxxxxxxxxx X. Xxxxxxx, PhD Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number President and CEO Confirmed as of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securitiesthe date first written above mentioned, LLCon behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto:

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 affect 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, OAKMONT TERRA NOVA ACQUISITION CORP. CORPORATION By: ----------------------------------- Name: Xxxxxxx X. Xxxx Xxxxx Xxxxxxxx Title: President Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: ------------------------------ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I OAKMONT ARDENT ACQUISITION CORP. 8,000,000 Units Underwriter CORPORATION 3,000,000 UNITS Number of Firm Units Underwriter to be Purchased Xxxxxx Xxxxxx & Co. ----------- --------------- EarlyBirdCapital, Inc. Xxxxx Fargo Securities, LLC3,000,000

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 affect 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, OAKMONT ACQUISITION CORPCHINA EDUCATION ALLIANCE, INC. By: /s/ Xiqun Yu Name: Xxxxxxx X. Xxxx Xiqun Yu Title: President Chairman and Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX RXXXXX & CO. INC. RXXXXXX, LLC By: /s/ Jxxx Xxxxx Name: Jxxx Xxxxx Title: SCHEDULE I OAKMONT ACQUISITION CORPSr. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx Managing Director ANNEX 1 Schedule 1 Rxxxxx & Co. Inc. Xxxxx Fargo Securities, Rxxxxxx 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 affect 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, OAKMONT ACQUISITION CORPHIGHBURY FINANCIAL INC. By: :____________________________________________ Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. written THINKEQUITY PARTNERS LLC By: :___________________________________________ Name: Title: SCHEDULE I OAKMONT ACQUISITION CORPHIGHBURY FINANCIAL INC. 8,000,000 6,733,333 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. ThinkEquity Partners LLC EarlyBirdCapital, Inc. Xxxxx Fargo Securities, LLCSCHEDULE 3.17.4 INSIDER NASD MEMBER

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 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, OAKMONT INTERAMERICAN ACQUISITION CORPGROUP INC. By: ------------------------------------------------- Name: Xxxxxxx X. Xxxx Xxxxx Title: President Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. CHARDAN CAPITAL MARKETS, LLC By: ------------------------------------------------- Name: Xxxxx Xxxxxxx Title: Chief Executive Officer SCHEDULE I INTERAMERICAN ACQUISITION GROUP INC. By: Name: Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 5,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo SecuritiesUNDERWRITER NUMBER OF FIRM UNITS TO BE PURCHASED CHARDAN CAPITAL MARKETS, 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 affect 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, OAKMONT DG ACQUISITION CORP. By: ---------------------------------------- Name: Xxxxxxx Xxxx X. Xxxx Xxxxxx Title: President Co-Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: ----------------------------------- Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I OAKMONT DG ACQUISITION CORP. 8,000,000 Units Underwriter 12,000,000 UNITS Number of Firm Units Underwriter to be Purchased Xxxxxx Xxxxxx & Co. ----------- --------------- EarlyBirdCapital, Inc. Xxxxx Fargo 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 affect 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, OAKMONT ACQUISITION CORPINTERNATIONAL SHIPPING ENTERPRISES, INC. By: Name: Xxxxxxxx Xxxxxxx X. Xxxx Title: President Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. INCSUNRISE SECURITIES CORP. By: Name: Xxxxxx Low Title: President SCHEDULE I OAKMONT ACQUISITION CORPINTERNATIONAL SHIPPING ENTERPRISES, INC. 8,000,000 28,500,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCSunrise Securities 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 affect 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-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. [Signature Page Follows] 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, OAKMONT ACQUISITION CORP. Golden Heaven Group Holdings Ltd. By: /s/ Xxxxx Xxx Name: Xxxxxxx X. Xxxx Xxxxx Xxx Title: President Accepted on Chairman Confirmed as of the date first written above written. XXXXXX XXXXXX & CO. INC. mentioned, on behalf of itself and as Representatives of the several Underwriters named on Schedule 1 hereto: Revere Securities LLC By: /s/ xxxxxxx xxx Name: xxxxxxx xxx Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCManaging director

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 affect 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, OAKMONT ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. HIGHBURY FINANCIAL INC. By: Name: Title: Accepted on the date first above written THINKEQUITY PARTNERS LLC By:___________________________________ Name: Title: SCHEDULE I OAKMONT ACQUISITION CORPHIGHBURY FINANCIAL INC. 8,000,000 6,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. ThinkEquity Partners LLC [__________] Early Bird Capital, Inc. Xxxxx Fargo Securities, LLC[__________] SCHEDULE 3.17.4

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 affect 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 Underwriter 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, OAKMONT ACQUISITION CORP. DAIS ANALYTIC CORPORATION By: Name: Xxxxxxx X. Xxxx Title: President /s/ Name Title Accepted on the date first above written. XXXXXX XXXXXX MDB CAPITAL GROUP, LLC Name Title Exhibit A Form of Underwriter’s Warrant Agreement ANNEX 2 [Form of Xxxxxxxxxx & CO. INC. By: Name: Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCLLP Opinion as Issuer’s Counsel]

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 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, OAKMONT INTERAMERICAN ACQUISITION CORPGROUP INC. By: ----------------------------------------------------- Name: Xxxxxxx X. Xxxx Xxxxx Title: President Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. GRANITE FINANCIAL GROUP, INC. By: ----------------------------------------------------- Name: Title: SCHEDULE I OAKMONT INTERAMERICAN ACQUISITION CORPGROUP INC. 8,000,000 15,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo SecuritiesUNDERWRITER NUMBER OF FIRM UNITS TO BE PURCHASED Granite Financial Group, LLCInc.

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 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, OAKMONT ACQUISITION CORP. CAMDEN LEARNING CORPORATION By: :__________________________________ Name: Dxxxx X. Xxxxxxx X. Xxxx Title: President and Chief Executive Officer Accepted on the date first above written. XXXXXX MXXXXX XXXXXX & CO. INC. By: :________________________ Name: [______________] Title: Managing Director SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 CAMDEN LEARNING CORPORATION 6,250,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Mxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCAPPENDIX A

Waiver, etc. The failure of any of the parties hereto to enforce 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 affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to enforce 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, OAKMONT ACQUISITION CORPPHOTOMEDEX, INC. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written, as representative of the Underwriters. XXXXXX XXXXXX LADENBURG XXXXXXXX & CO. INC. By: Name: Title: SCHEDULE [SIGNATURE PAGE TO PHOTOMEDEX UNDERWRITING AGREEMENT] Schedule I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriters Underwriter Number of Firm Units Shares to be Purchased Xxxxxx Xxxxxx Ladenburg Xxxxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCInc.

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 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, OAKMONT PHARMAMATRIX ACQUISITION CORP. CORPORATION By: ___________________________________ Name: Xxxxxxx X. Xxxx TitleNorman M. Meier Titlx: President Xxxxx Xxxcutive Officer Accepted on the date first above written. XXXXXX XXXXXX JESUP & CO. INC. ByLAMONT SECURITIES CORPORATION Xx: ______________________________ Name: Title: SCHEDULE I OAKMONT PHARMAMATRIX ACQUISITION CORP. 8,000,000 CORPORATION 5,333,334 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx Jesup & Co. Lamont Securities Corporation 2,666,667 Granite Financial Group, Inc. Xxxxx Fargo Securities, LLC2,666,667 ========= 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 affect 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, OAKMONT CHINA OPPORTUNITY ACQUISITION CORP. By: _______________________________ Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: _______________________________ Name: Steven Levine Title: Manaxxxx Xxxxxxxx SCHEDULE I OAKMONT CHINA OPPORTUNITY ACQUISITION CORP. 8,000,000 Units Underwriter 6,000,000 UNITS Number of Firm Units Underwriter to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo SecuritiesEarlyBirdCapital, LLCInc.

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 affect 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. Skystar Bio-Pharmaceutical Company _______________, 2009 Page 27 of 27 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, OAKMONT ACQUISITION CORP. SKYSTAR BIO-PHARMACEUTICAL COMPANY By: Name: Xxxxxxx X. Xxxx Wxxxxxx Xx Title: President Chairman and Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX RXXXXX & CO. INC. RXXXXXX, LLC By: Name: Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLC1 EXHIBIT 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 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, OAKMONT ARGYLE SECURITY ACQUISITION CORP. CORPORATION By: Name: Xxxxxxx X. Xxxx Xxx Xxxxxx Title: President Co-Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. XXXXXXX, LLC By: Name: Xxxxxx Xxxxx Title: Chief Financial Officer SCHEDULE I OAKMONT ARGYLE SECURITY ACQUISITION CORP. 8,000,000 CORPORATION 12,500,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCPurchased

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 affect 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, OAKMONT LUMAX ACQUISITION CORP. By: Name: Sxxxx X. Xxxxxxx X. Xxxx Title: President Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. CAPITAL GROWTH FINANCIAL, LLC By: Name: Axxx X. Xxxxxx Title: Chairman & CEO SCHEDULE I OAKMONT LUMAX ACQUISITION CORP. 8,000,000 Units 3,333,333 UNITS Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCPurchased

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 affect 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, OAKMONT HYDE PARK ACQUISITION CORP. By: ___________________________________ Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I OAKMONT HYDE PARK ACQUISITION CORP. 8,000,000 11,250,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. EarlyBirdCapital, Inc. Xxxxx Fargo Securities, LLCLegend Merchant Group Inc. 11,250,000

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 affect 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, OAKMONT CHARDAN CHINA ACQUISITION CORP. III By: ________________________________ Name: Xxxxxxx X. Xxxx Jiangnan Xxxxx Title: President Chairman of the Board Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I OAKMONT CHARDAN CHINA ACQUISITION CORP. 8,000,000 Units Underwriter III 4,000,000 UNITS Number of Firm Units Underwriter to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities----------- --------------- EarlyBirdCapital, LLCInc.

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 affect 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 Underwriter 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, OAKMONT ACQUISITION CORPVIRAGEN, INC. By: Name: Xxxxxxx X. Xxxx Title: President and Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. XXXXX SECURITIES, INC. By: Name: Xxxxxx X. Xxxxxx, Xx. Title: Chief Executive Officer SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCISSUER FREE WRITING PROSPECTUSES 41 SCHEDULE II SUBSIDIARIES OF THE COMPANY 42 SCHEDULE III EXCEPTIONS TO SECTION 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 affect 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 Underwriter 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, OAKMONT ACQUISITION CORPVIRAGEN, INC. By: Name: Xxxxxxx X. Xxxx Title: President and Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. XXXXX SECURITIES, INC. By: Name: Xxxxxx X. Xxxxxx, Xx. Title: Chief Executive Officer SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCISSUER FREE WRITING PROSPECTUSES SCHEDULE II SUBSIDIARIES OF THE COMPANY SCHEDULE III

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 affect 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, OAKMONT ACQUISITION CORPISIGN SOLUTIONS INC. By: :. /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxxx X. Xxxx Xxxxxxxx Title: President Accepted on Chief Executive Officer Confirmed as of the date first written above written. mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO. INC., LLC. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLC1

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 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, OAKMONT ACQUISITION CORPPACIFIC RESTAURANT HOLDINGS, INC. By: Name: Xxxxxxx X. Xxxx Jxxx Xxxxx Title: President Chief Executive Officer Accepted on as of the date first above written. XXXXXX XXXXXX JESUP & CO. INC. LXXXXX SECURITIES CORPORATION By: Name: Axxxxx Xxxxx Title: Senior Managing Director SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units Securities to be Purchased Xxxxxx Xxxxxx Jesup & Co. Lxxxxx Securities Corporation Empire Financial Group, Inc. Xxxxx Fargo Securities, LLC_____________________________________ 1,700,000

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 affect 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, OAKMONT ACQUISITION CORP. BySANTA MONICA MEDIA CORPORATION Xx: ___________________________________ Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. THE SHEMANO GROUP, INC. By: ______________________________ Name: Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 _____________ Units Underwriter Number of Firm Units Underwriter to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities----------- --------------- The Shemano Group, LLCInc.

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 affect 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. [Signature Page Follows] 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, OAKMONT ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. NUVECTIS PHARMA, INC. By: /s/ Rxx Xxxxxxx Name: Rxx Xxxxxxx, M.B.A. Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number Chairman and Chief Executive Officer Confirmed as of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securitiesthe date first written above mentioned, LLCon behalf of itself and as Representative of the Underwriters named on Schedule 1 hereto:

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 affect 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, OAKMONT STONELEIGH PARTNERS ACQUISITION CORP. By: ___________________________________ Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. HCFP/XXXXXXX SECURITIES LLC By: _____________________________________ Name: Avi Lipsker Title: Managing Director SCHEDULE I OAKMONT STONELEIGH PARTNERS ACQUISITION CORP. 8,000,000 25,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. HCFP/Xxxxxxx Securities LLC Pali Capital, Inc. Xxxxx Fargo SecuritiesLegend Merchant Group, LLCInc. 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 affect 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, OAKMONT ACQUISITION CORPGLOBAL ALTERNATIVE ASSET MANAGEMENT, INC. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. Acting severally on behalf of itself and the several Underwriters listed in Schedule I hereto By: Name: Title: SCHEDULE I OAKMONT ACQUISITION CORPGLOBAL ALTERNATIVE ASSET MANAGEMENT, INC. 8,000,000 20,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx EarlyBirdCapital, Inc. Ladenburg Xxxxxxxx & Co. Inc. Xxxxx Fargo SecuritiesMaxim Group LLC Pali Capital, LLCInc. 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 affect 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, OAKMONT SPRING CREEK ACQUISITION CORP. By: ___________________________________ Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Sxxxxx Xxxxxx Title: Managing Director SCHEDULE I OAKMONT SPRING CREEK ACQUISITION CORP. 8,000,000 4,500,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo SecuritiesEarlyBirdCapital, LLCInc.

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 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, OAKMONT ARGYLE SECURITY ACQUISITION CORP. CORPORATION By: Name: Xxxxxxx X. Xxxx Xxx Xxxxxx Title: President Co-Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. XXXXXXX, LLC By: Name: Xxxxxx Xxxxx Title: Chief Financial Officer SCHEDULE I OAKMONT ARGYLE SECURITY ACQUISITION CORP. 8,000,000 CORPORATION 12,500,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo SecuritiesXxxxxxx, 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 affect 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, OAKMONT ARDENT ACQUISITION CORP. CORPORATION By: ------------------------------ Name: Xxxxxxx X. Xxxx TitleBarry J. Gordon Titlx: President Xxxxx Xxxxxxive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: ------------------------------ Name: Steven Levine Title: Managing Director SCHEDULE I OAKMONT ARDENT ACQUISITION CORP. 8,000,000 Units Underwriter CORPORATION 5,000,000 UNITS Number of Firm Units to be Underwriter To Be Purchased Xxxxxx Xxxxxx & Co. ----------- --------------- EarlyBirdCapital, Inc. Xxxxx Fargo Securities, LLC5,000,000

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 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, OAKMONT ACQUISITION CORPPIVOT RULES, INC. By: /s/ E. Xxxxxxx Xxxxx -------------------------------- Name: E. Xxxxxxx X. Xxxx Xxxxx Title: President and Chief Executive Officer Accepted on as of the date first above written. XXXXXX XXXXXX & CO. INCNew York, New York GKN SECURITIES CORP. By: Name: /s/ Xxxxxxx X. Xxxxxx -------------------------- Xxxxxxx X. Xxxxxx Title: Vice President SCHEDULE I OAKMONT ACQUISITION CORPPIVOT RULES, INC. 8,000,000 Units Underwriter 1,500,000 UNITS Number of Firm Units Underwriter to be Purchased Xxxxxx ----------- --------------- GKN Securities Corp. 1,200,000 Xxxxxx & Co. Associates, Inc. Xxxxx Fargo Securities, LLC300,000 SCHEDULE 2.22 INTANGIBLES

Waiver, etc. The failure of any of the parties hereto to enforce 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 affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to enforce 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, OAKMONT ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. PHOTOMEDEX, INC. By: Name: Title: SCHEDULE Accepted on the date first above written, as representative of the Underwriters. XXXXXX & XXXXXXX, LLC By: Name: Title: Schedule I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriters Underwriter Number of Firm Units Shares to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCXxxxxxx

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 affect 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, OAKMONT ACQUISITION CORP. ATOMERA INCORPORATED By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. NATIONAL SECURITIES CORPORATION, as Representative of the several Underwriters By: Name: Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units 1 Name of Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCShares National Securities Corporation [ ]

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 affect 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, OAKMONT ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. CADRENAL THERAPEUTICS, INC. By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number Chief Executive Officer Confirmed as of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: BOUSTEAD SECURITIES, LLC By: /s/ Xxxxx Fargo Securities, LLCXxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer

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 affect 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. [Signature Page Follows] 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, OAKMONT ACQUISITION CORP. CYTOSORBENTS CORPORATION By: Name: Xxxxxxx X. Pxxxxxx Xxxx Title: President Accepted on and CEO Confirmed as of the date first written above written. XXXXXX XXXXXX & CO. INC. mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: BREAN CAPITAL, LLC By: :___________________________ Name: Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo 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 affect 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 Underwriter 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, OAKMONT ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. JERASH HOLDINGS (US), INC. By: /s/ Cxxx Xxx Hung Name: Cxxx Xxx Hung Title: President Confirmed as of the date first written above, on behalf of itself as Underwriter: NETWORK 1 FINANCIAL SECURITIES, INC. By: /s/ Dxxxx X. Xxxxxxxxxx Name: Dxxxx X. Xxxxxxxxxx Title: Director of Investment Banking SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number 1 Issuer General Use Free Writing Prospectuses SCHEDULE 2 Written Testing-the-Waters Communications SCHEDULE 3 List of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCLock-Up Parties

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 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 among 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, OAKMONT ACQUISITION CORPDELICIOUS BRANDS, INC. By: ____________________________________ Name: Xxxxxxx Michxxx X. Xxxx Xxxxx Title: President and Chief Executive Officer 31 33 Accepted on as of the date first above written. XXXXXX XXXXXX & CO. INCNew York, New York GAINXX, XXRLXXX XXX. By: ____________________________________ Name: Stevxx Xxxxxxxx Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCSenior Director

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 affect 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, OAKMONT ACQUISITION CORPVIRAGEN, INC. By: Name: Xxxxxxx X. Xxxx Title: President and Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. XXXXX SECURITIES, INC. By: Name: Xxxxxx X. Xxxxxx, Xx. Title: Chief Executive Officer SCHEDULE I OAKMONT ACQUISITION CORPVIRAGEN, INC. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCInc. SCHEDULE II ISSUER FREE WRITING PROSPECTUSES SCHEDULE III SUBSIDIARIES OF THE COMPANY SCHEDULE IV

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 affect 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, OAKMONT PANTHEON CHINA ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: Name: Sxxxxx Xxxxxx Title: Managing Director SCHEDULE I OAKMONT PANTHEON CHINA ACQUISITION CORP. 8,000,000 5,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. EarlyBirdCapital, Inc. Xxxxx Fargo Securities, LLCLegend Merchant 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 affect 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, OAKMONT DG ACQUISITION CORP. By: ------------------------------------ Name: Xxxxxxx Xxxx X. Xxxx Xxxxxx Title: President Co-Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX XXXXXXXX CURHAN FORD & CO. INC. By: --------------------------------------------- Name: Title: DG ACQUISITION LLC By: --------------------------------------------- Name: Title: SCHEDULE I OAKMONT DG ACQUISITION CORP. 8,000,000 Units 8,875,000 CLASS A UNITS Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx Xxxxxxxx Curhan Ford & Co. Inc. Xxxxx Fargo Securities, LLC8,875,000

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 affect 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, OAKMONT CHINA DISCOVERY ACQUISITION CORP. By: ___________________________________ Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Sxxxxx Xxxxxx Title: Managing Director SCHEDULE I OAKMONT CHINA DISCOVERY ACQUISITION CORP. 8,000,000 5,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo SecuritiesEarlyBirdCapital, LLCInc.

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 affect 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, OAKMONT RAND ACQUISITION CORP. CORPORATION By: ______________________________ Name: Xxxxxxx Xxxxxxxx X. Xxxx Title: President Chairman of the Board Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I OAKMONT RAND ACQUISITION CORP. 8,000,000 Units Underwriter CORPORATION 4,000,000 UNITS Number of Firm Units Underwriter to be Purchased Xxxxxx Xxxxxx & Co. ----------- --------------- EarlyBirdCapital, Inc. Xxxxx Fargo Securities, LLC4,000,000

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 affect 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. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriter 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, OAKMONT ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. CITIUS PHARMACEUTICALS, INC. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number CEO & President Confirmed as of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCthe date first written above:

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 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, OAKMONT ACQUISITION CORP. CAMDEN LEARNING CORPORATION By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx X. Xxxx Title: President and Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 CAMDEN LEARNING CORPORATION 6,250,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. 4,700,000 Xxxxxx, Xxxxx Fargo SecuritiesXxxxx Incorporated 1,250,000 Legend Merchant Group, LLCInc. 300,000 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 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, OAKMONT PHARMAMATRIX ACQUISITION CORP. CORPORATION By: ___________________________________ Name: Xxxxxxx X. Xxxx TitleNorman M. Meier Tixxx: President Xxxxx Xxecutive Officer Accepted on the date first above written. XXXXXX XXXXXX JESUP & CO. INC. ByLAMONT SECURITIES CORPORATION Xx: ______________________________ Name: Title: SCHEDULE I OAKMONT PHARMAMATRIX ACQUISITION CORP. 8,000,000 CORPORATION 5,333,334 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx Jesup & Co. Lamont Securities Corporation 2,666,667 Granite Financial Group, Inc. Xxxxx Fargo Securities, LLC2,666,667 ========= 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 affect 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 Underwriter 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, OAKMONT ACQUISITION CORP. DAIS ANALYTIC CORPORATION By: /s/ Name: Xxxxxxx X. Xxxx Title: President . Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. MDB CAPITAL GROUP, LLC By: /s/ Name: Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number Exhibit A Form of Firm Units to be Purchased Xxxxxx Xxxxxx Underwriter’s Warrant Agreement ANNEX 2 [Form of Xxxxxxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCLLP Opinion as Issuer’s Counsel]

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 affect 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, OAKMONT ISRAEL TECHNOLOGY ACQUISITION CORP. By: ___________________________________ Name: Xxxxxxx X. Xxxx Israel Frieder Title: President Chxxx Xxxxxxxxx Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Steven Levine Title: Managing Director SCHEDULE I OAKMONT ISRAEL TECHNOLOGY ACQUISITION CORP. 8,000,000 Units Underwriter 6,000,000 UNITS Number of Firm Units Underwriter to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities----------- --------------- EarlyBirdCapital, LLCInc.

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 affect 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, OAKMONT ACQUISITION CORPHIGHBURY FINANCIAL INC. By: :_____________________________ Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. written THINKEQUITY PARTNERS LLC By: _____________________________ Name: Title: SCHEDULE I OAKMONT ACQUISITION CORPHIGHBURY FINANCIAL INC. 8,000,000 5,833,333 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. ThinkEquity Partners LLC [__________] EarlyBirdCapital, Inc. Xxxxx Fargo Securities, LLC[__________] SCHEDULE 3.17.4

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 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. [Remainder of page intentionally left blank] 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, OAKMONT 57TH STREET GENERAL ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. By: Name: Title: SCHEDULE I OAKMONT 00XX XXXXXX GENERAL ACQUISITION CORP. 8,000,000 5,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCAPPENDIX 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 affect 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. Cavico Corp. __________________, 2009 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, OAKMONT ACQUISITION CAVICO CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX RXXXXX & CO. INC. RXXXXXX, LLC By: Name: Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo 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 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, OAKMONT INTERAMERICAN ACQUISITION CORPGROUP INC. By: Name: Xxxxxxx X. Xxxx Xxxxx Title: President Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. CHARDAN CAPITAL MARKETS, LLC By: Name: Xxxxx Xxxxxxx Title: Chief Executive Officer SCHEDULE I OAKMONT INTERAMERICAN ACQUISITION CORPGROUP INC. 8,000,000 5,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo SecuritiesChardan Capital Markets, 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 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, OAKMONT INTERAMERICAN ACQUISITION CORPGROUP INC. By: ------------------------------------------------- Name: Xxxxxxx X. Xxxx Xxxxx Title: President Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. XXXXXXX, LLC By: ------------------------------------------------- Name: Xxxx Xxxxx Title: Senior Managing Director SCHEDULE I INTERAMERICAN ACQUISITION GROUP INC. By: Name: Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 7,500,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx UNDERWRITER NUMBER OF FIRM UNITS TO BE PURCHASED Xxxxxx & Co. Inc. Xxxxx Fargo SecuritiesXxxxxxx, LLCLLC 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 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, OAKMONT PHARMAMATRIX ACQUISITION CORP. CORPORATION By: ___________________________________ Name: Xxxxxxx X. Xxxx Norman M. Meier Title: President Cxxxx Xxxxxxxxx Officer Accepted on the date first above written. XXXXXX XXXXXX JESUP & CO. INC. ByLAMONT SECURITIES CORPORATION Xx: ______________________________ Name: Title: SCHEDULE I OAKMONT PHARMAMATRIX ACQUISITION CORP. 8,000,000 CORPORATION 5,333,334 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx Jesup & Co. Inc. Xxxxx Fargo Securities, LLCLamont 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 affect 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, OAKMONT ACQUISITION CORPGLOBAL ALTERNATIVE ASSET MANAGEMENT, INC. By: ________________________________________ Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. Acting severally on behalf of itself and the several Underwriters listed in Schedule I hereto By: ________________________________________ Name: Title: SCHEDULE I OAKMONT ACQUISITION CORPGLOBAL ALTERNATIVE ASSET MANAGEMENT, INC. 8,000,000 20,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx EarlyBirdCapital, Inc. Maxim Group LLC Ladenburg Txxxxxxx & Co. Inc. Xxxxx Fargo Securities, LLC20,000,000