0001144204-06-026653 Sample Contracts

PLACEMENT AGENCY AGREEMENT June 27, 2006
Placement Agency Agreement • June 29th, 2006 • Adagio Acquisition I, Inc • Blank checks • New York

Adagio Acquisition I, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with YYYY, a [state] limited liability company (the “Placement Agent”) as follows:

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REDEMPTION AGREEMENT
Redemption Agreement • June 29th, 2006 • Adagio Acquisition I, Inc • Blank checks • New York

This Agreement (the “Agreement”) is made as of the 26th day of June, 2006 by and between Adagio Acquisition I, Inc., a Delaware corporation having its offices at c/o Spencer Trask Ventures, 535 Madison Avenue, 18th Floor, New York, New York 10022 (the “Issuer”), and William P. Dioguardi, with an address at c/o Spencer Trask Ventures, Inc., 535 Madison Avenue, 18th Floor, New York, New York 10022 (the “Seller”).

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