UNDERWRITING AGREEMENT between MDC ACQUISITION PARTNERS INC. and WEDBUSH MORGAN SECURITIES INC. Dated: , 2005Underwriting Agreement • September 28th, 2005 • MDC Acquisition Partners, Inc. • Blank checks • California
Wedbush Morgan Securities Inc. As Representative of the several Underwriters 1000 Wilshire Boulevard, 10th floor Los Angeles, California 90017-2465
WARRANT AGREEMENTWarrant Agreement • September 28th, 2005 • MDC Acquisition Partners, Inc. • Blank checks • New York
Agreement made as of , 2005 between MDC Acquisition Partners Inc., a Delaware corporation, with offices at 950 Tower Lane, Suite 800, Foster City, CA 94404 (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the "Warrant Agent").
QuickLinks -- Click here to rapidly navigate through this documentUnderwriting Agreement • September 28th, 2005 • MDC Acquisition Partners, Inc. • Blank checks • New York
McCown De Leeuw & Co., LLC Office Service AgreementOffice Service Agreement • September 28th, 2005 • MDC Acquisition Partners, Inc. • Blank checks • California
This Agreement is dated , 2005 and is entered into between McCown De Leeuw & Co., LLC ("McCown De Leeuw") and MDC Acquisition Partners Inc. ("Client").
FORM OF LETTER AGREEMENT TO BE ENTERED INTO BY AND BETWEEN WEDBUSH MORGAN SECURITIES INC. AND EACH OF THE INITIAL STOCKHOLDERS]Lock-Up Agreement • September 28th, 2005 • MDC Acquisition Partners, Inc. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into by and between MDC Acquisition Partners Inc., a Delaware corporation (the "Company"), and Wedbush Morgan Securities Inc., as Representative (the "Representative") of the several Underwriters named in Schedule I thereto (the "Underwriters"), relating to an underwritten initial public offering (the "IPO") of the Company's units (the "Units"), each comprised of one share of the Company's common stock, par value $0.0001 per share (the "Common Stock"), and one warrant exercisable for one share of Common Stock (a "Warrant"). The capitalized terms set forth on Schedule I attached hereto are hereby incorporated by reference herein.
QuickLinks -- Click here to rapidly navigate through this documentFounder Stock Purchase Agreement • September 28th, 2005 • MDC Acquisition Partners, Inc. • Blank checks • California
THIS AMENDMENT TO FOUNDER STOCK PURCHASE AGREEMENT (the "Amendment") is made as of the 26th day of September, 2005, by and between MDC ACQUISITION PARTNERS INC., a Delaware corporation (the "Company"), and ROBERT B. HELLMAN, JR. ("Purchaser").
