UNDERWRITING AGREEMENT between OAKMONT ACQUISITION CORP. and MORGAN JOSEPH & CO. INC. Dated: , 2005Underwriting Agreement • June 30th, 2005 • Oakmont Acquisition Corp. • Blank checks • New York
The undersigned, Oakmont Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Morgan Joseph & Co. Inc. (being referred to herein variously as “you,” “Morgan Joseph & Co.” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Morgan Joseph & Co. is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • June 30th, 2005 • Oakmont Acquisition Corp. • Blank checks • New York
Agreement made as of , 2005 between Oakmont Acquisition Corp., a Delaware corporation, with offices at 33 Bloomfield Hills Parkway, Suite 240, Bloomfield Hills, MI 48304 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
SELECTED DEALERS AGREEMENTSelected Dealers Agreement • June 30th, 2005 • Oakmont Acquisition Corp. • Blank checks • New York
