FORM OF UNDERWRITING AGREEMENT] MARATHON ACQUISITION CORP. 37,500,000 Units Common Stock Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • August 11th, 2006 • Marathon Acquisition Corp. • Blank checks • New York
Marathon Acquisition Corp., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as sole representative, an aggregate of 37,500,000 units of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to an additional 5,625,000 units to cover over-allotments (the “Option Securities”). The Underwritten Securities and the Option Securities are hereinafter referred to collectively as the “Units.”
