Preview | Underwriting Agreement |

Each Class A Warrant and Class B Warrant entitles its holder to purchase one share of common stock for $5.00 and $6.00, respectively, during the period commencing on the later of the completion by the Company of a business combination, as described more fully in the Registration Statement (Business Combination) or one year from the date the Registration Statement becomes effective (the Effective Date) and terminating on the five-year anniversary of the Effective Date or earlier upon redemption.

The Series A Units and Series B Units (excluding the units that may be issued in the Over-Allotment Option), together, to be hereinafter referred to as the "Firm Units". The Firm Units are to be offered initially to the public (the Offering) at a purchase price (net of discounts and commissions, and net of a non-accountable expense allowance in the amount of $.08 per Firm Unit) of $8.00 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule I attached hereto and made a part hereof at a purchase price (net of discounts and commissions, and net of a non-accountable expense allowance of $.08 per Firm Unit) of $7.36 per Firm Unit.

The Company has prepared and filed in conformity with the requirements of the Securities Act of 1933, as amended (the Securities Act), and the published rules and regulations thereunder (the Rules) adopted by the Securities and Exchange Commission (the Commission) a Registration Statement (as hereinafter defined) on Form S-1 (No. 333-133475) including a Preliminary Prospectus (as hereinafter defined) relating to the Securities, and such amendments thereof as may have been required to the date of this Agreement. Copies of such Registration Statement (including all amendments thereof) and of the related Preliminary Prospectus have heretofore been delivered by the Company to you. The term Preliminary Prospectus means any preliminary prospectus included at any time as a part of the Registration Statement or filed with the Commission by the Company pursuant to Rule 424(a) of the Rules. The term Registration Statement as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and all documents and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as amended at the time and on the date it becomes effective, including the information (if any) contained in the form of final Prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules. If the Company has filed an abbreviated registration statement to register additional Series A Units or Series B Units pursuant to Rule 462(b) under the Rules (the 462(b) Registration Statement), then any reference herein to the Registration Statement shall also be deemed to include such 462(b) Registration Statement. The term Prospectus as used in this Agreement means the Prospectus in the form included in the Registration Statement at the time of effectiveness or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final Prospectus filed with the Commission pursuant to Rule 424(b) of the Rules.

The Firm Units are expected to begin trading on or promptly after the Effective Date of the Prospectus. Each of the Common Stock, Class B Common Stock, Class A Warrants and Class B Warrants may trade separately on the 90th day after the Effective Date of the Prospectus unless the Representatives of the underwriters determines that an earlier date is acceptable. In no event will the Representatives of the underwriters allow separate trading of the Common stock, Class B Common Stock, Class A Warrants and Class B Warrants until the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the gross proceeds of the Offering and the filing of a Form 8-K by the Company, including an audited balance sheet, with the Commission as soon as practicable after the consummation of the Offering. The audited balance sheet will reflect proceeds we receive from the exercise of the over-allotment option if the over-allotment option is exercised prior to the filing of the Form 8-K.

The Company understands that the Underwriters propose to make a public offering of the Units, as set forth in and pursuant to the Prospectus, as soon as practicable after the Effective Date and the date of this Agreement. The Company hereby confirms that the Underwriters and dealers have been authorized to distribute or cause to be distributed each Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriters) as follows:

a) Initial Price. The Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $8.00 per Unit ($7.36 net of discounts and commissions, and net of a non-accountable expense allowance of $.08 per Firm Unit) (the Initial Price), the number of Firm Units set forth opposite the name of such Underwriter under the column Number of Firm Units to be Purchased on Schedule I to this Agreement, subject to adjustment in accordance with Section 6 hereof.

i) For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Units, the Company hereby grants to the Underwriters, severally and not jointly, an option to purchase up to an additional 27,000 Series A Units and 450,000 Series B Units from the Company (together, the Over-allotment Option). Such additional 27,000 Series A Units and 450,000 Series B Units are hereinafter referred to as Option Units. The Firm Units and the Option Units are hereinafter collectively referred to as the Units, and the Units, the shares of Common Stock, Class B Common Stock, Class A Warrants and Class B Warrants included in the Units and the shares of common stock issuable upon exercise of the Class A and Class B Warrants are hereinafter referred to collectively as the Public Securities. The purchase price to be paid for the Option Units will be the same price per Option Unit as the price per Firm Unit set forth in Section 1(a) hereof.

ii) The Over-allotment Option granted pursuant to Section 1(b)(i) hereof may be exercised by the Representatives as to all (at any time) or any part (from time to time) of the Option Units within 45 days after the Effective Date. The Underwriters will not be under any obligation to purchase any Option Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company by the Representatives, which must be confirmed in writing by overnight mail or facsimile transmission setting forth the number of Option Units to be purchased and the date and time for delivery of and payment for the Option Units (the Option Closing Date), which will not be later than five full business days nor earlier than two full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representatives, at the offices of the I-Bankers Securities Incorporated (I-Bankers) or at such other place as shall be agreed upon by the Company and the Representatives. Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units specified in such notice.