0001193125-05-140465 Sample Contracts

UNDERWRITING AGREEMENT between OAKMONT ACQUISITION CORP. and MORGAN JOSEPH & CO. INC. Dated: , 2005
Underwriting Agreement • July 12th, 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:

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