0001144204-06-027127 Sample Contracts

UNDERWRITING AGREEMENT between CROSSFIRE CAPITAL CORPORATION and FERRIS, BAKER WATTS INCORPORATED Dated: _______ __, 2006
Underwriting Agreement • June 30th, 2006 • Crossfire Capital Corp. • Blank checks • Maryland

The undersigned, Crossfire Capital Corporation, a Delaware corporation (“Company”), hereby confirms its agreement with Ferris, Baker Watts, Inc. (hereinafter referred to as “you,” “FBW” or the “Representative”) and with the other underwriters named on Schedule I hereto for which FBW is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

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WARRANT AGREEMENT
Warrant Agreement • June 30th, 2006 • Crossfire Capital Corp. • Blank checks • New York

Agreement made as of _______, 2006 between Crossfire Capital Corporation, a Delaware corporation, with offices at 950 Third Avenue, Suite 2500, New York, NY 10022 (the "Company"), and American Stock Transfer & Trust Company, a New York corporation, with offices at 59 Maiden Lane, New York, NY (the "Warrant Agent").

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