0001193125-06-205615 Sample Contracts

9,700,000 Units DEKANIA CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • October 10th, 2006 • Dekania Corp. • Blank checks • New York

The undersigned, Dekania Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Maxim Group LLC (which is collectively referred to herein with Merrill Lynch as the “Representatives”) and with the other underwriters named on Schedule A hereto for which the Representatives are acting as representative (the Representatives and the other Underwriters being collectively referred to herein as the “Underwriters” which term shall also include any underwriter substituted as hereinafter provided in Section 6 hereof, or, individually, an “Underwriter”) as follows:

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STOCK ESCROW AGREEMENT
Stock Escrow Agreement • October 10th, 2006 • Dekania Corp. • Blank checks • New York

This STOCK ESCROW AGREEMENT, dated as of , 2006 (the “Agreement”) is entered into by and among Dekania Corp., a Delaware corporation (“Company”), the undersigned parties listed as Initial Stockholders on the signature page hereto (collectively, the “Initial Stockholders”) and American Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).

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