UNDERWRITING AGREEMENT

Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds, payable as follows:  $113,500,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust account established by the Company as described in the Registration Statement (“Trust Account”) pursuant to the terms of the Trust Agreement (as defined below in Section 2.22 hereof) and the remaining proceeds shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Representative.  The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date.  The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date.  The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

2.             Representations and Warranties of the Company .  The Company represents and warrants to the Underwriters as follows:

2.1           Filing of the Registration Statement .

2.1.1        Pursuant to the Securities Act .  The Company has filed with the Commission on Form S-1 (File No. 333-128748) a registration statement, including a prospectus, relating to the Offering, which registration statement has been prepared in conformity with the requirements of the Securities Act, and the rules and regulations (“Regulations”) of the Commission under the Securities Act of 1933, as amended (the “Securities Act”).  The registration statement as amended at the time it becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act, is hereinafter referred to as the “Registration Statement”; the prospectus in the form first filed with the Commission pursuant to and within the time limits described in Rule 424(b) is hereinafter referred to as the “Prospectus.” If the Company has filed an abbreviated registration statement to register additional Firm Units pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement.  For purposes of this Agreement, “Time of Sale” means [ ] p.m., New York City time, on the date of this Agreement.  Prior to the Time of Sale, the Company prepared a preliminary prospectus, dated February __, 2006, for distribution by the Underwriters (the “Preliminary Prospectus”).  If, subsequent to the date of this Agreement, the Company or the Representative has determined that the Preliminary Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract.

2.1.2        Pursuant to the Exchange Act .  The Company has filed with the Commission a Form 8-A (File Number 000-51785) providing for the registration under the Securities Exchange Act of 1934, as amended (“Exchange Act”), of the Firm Units, the Common Stock and the Warrants.  The registration of the Firm Units, Common Stock and Warrants under the Exchange Act is effective as of the date hereof.

2.2           No Stop Orders, Etc.   Neither the Commission nor, to the best of the Company’s knowledge, any state regulatory authority has issued any order or threatened to issue any order preventing or suspending the effectiveness of the Registration Statement or the use of the Preliminary Prospectus or the Prospectus, or has instituted or, to the best of the Company’s knowledge, threatened to institute any proceedings with respect to such an order.

2.3           Disclosures in the Registration Statement .

2.3.1        10b-5 Representation .  The Registration Statement has been declared effective by the Commission on the date hereof.  At the time the Registration Statement became effective and at the Closing Date, the Registration Statement contains or will contain, as applicable, and the Prospectus when first filed with the Commission and at the Closing Date, will contain, all material statements that are required to be stated therein in

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accordance with the Securities Act and the Regulations, and conforms or will conform as applicable in all material respects to the requirements of the Securities Act and the Regulations; neither the Registration Statement nor the Prospectus, nor any amendment or supplement thereto, on such dates, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.  The Preliminary Prospectus, when first filed with the Commission, at the Time of Sale and at the Closing Date, complied or will comply, as applicable, in all material respects with the applicable provisions of the Securities Act and the Regulations and did not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.  No statement of material fact included in the Prospectus has been omitted from the Preliminary Prospectus or the Registration Statement and no statement of material fact included in the Preliminary Prospectus or the Registration Statement that is required to be included in the Prospectus has been omitted therefrom.  Nothing has come to the attention of the Company that has caused the Company to believe that the statistical and market-related data included in the Preliminary Prospectus, the Registration Statement and the Prospectus is not based on or derived from sources that are reliable and accurate (in accordance with the methodologies used to derive such statistical and market-related data set forth in the underlying source material) in all material respects.

2.3.2        Disclosure of Agreements .  The agreements and documents described in the Preliminary Prospectus, the Registration Statement and the Prospectus conform to the descriptions thereof contained therein and there are no agreements or other documents required to be described in the Preliminary Prospectus, the Registration Statement or the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed.  Each agreement or other instrument (however characterized or described) to which the Company is a party or by which its property or business is or may be bound or affected and (i) that is referred to in the Preliminary Prospectus or the Prospectus, or (ii) is material to the Company’s business, has been duly and validly executed by the Company, is in full force and effect and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and none of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the best of the Company’s knowledge, any other party is in breach or default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a breach or default thereunder.  To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation, those relating to environmental laws and regulations.

2.3.3        Prior Securities Transactions .  No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling, controlled by, or under common control with the Company since the formation of the Company, except as disclosed in the Preliminary Prospectus, the Registration Statement and the Prospectus.

2.3.4        Regulations .  The disclosures in the Preliminary Prospectus, the Registration Statement and the Prospectus concerning the effects of federal, state and local regulation on the Company’s business as described in the Preliminary Prospectus, the Registration Statement and the Prospectus are correct in all material respects and do not omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

2.4           Changes After Dates in the Registration Statement .

2.4.1        No Material Adverse Change .  Since the respective dates as of which information is given in the Preliminary Prospectus, the Registration Statement and the Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse change in the condition, financial or otherwise, or business

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prospects of the Company, (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement or disclosed in the Preliminary Prospectus, the Registration Statement and the Prospectus, and (iii) no member of the Company’s management has resigned from any position with the Company.

2.4.2        Recent Securities Transactions .  Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, and except as may otherwise be indicated or contemplated herein or therein, the Company has not (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its equity securities.

2.5           Independent Accountants .  Rothstein Kass & Company PC (“Rothstein Kass”), whose report is filed with the Commission as part of the Registration Statement, are independent accountants as required by the Securities Act and the Regulations.  Rothstein Kass has not, during the periods covered by the financial statements included in the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.

2.6           Financial Statements .  The financial statements, including the notes thereto included in the Preliminary Prospectus, the Registration Statement and the Prospectus, fairly present the financial position, the results of operations and the cash flows of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved.  The Preliminary Prospectus, the Registration Statement and the Prospectus disclose all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses.

2.7           Authorized Capital; Options; Etc.   The Company had at the date or dates indicated in the Preliminary Prospectus, the Registration Statement and the Prospectus duly authorized, issued and outstanding capital stock as set forth in the Preliminary Prospectus, the Registration Statement and the Prospectus.  Based on the assumptions stated in the Preliminary Prospectus, the Registration Statement and the Prospectus, the Company will have on the Closing Date the adjusted stock capitalization set forth therein.  Except as set forth in, or contemplated by, the Preliminary Prospectus, the Registration Statement and the Prospectus, on the Effective Date and on the Closing Date, there will be no options, warrants, or other rights to purchase or otherwise acquire any authorized but unissued shares of Common Stock or any security convertible into shares of Common Stock, or any contracts or commitments to issue or sell shares of Common Stock or any such options, warrants, rights or convertible securities.

2.8           Valid Issuance of Securities; Etc.

2.8.1        Outstanding Securities .  All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company.  The authorized Common Stock conforms to all statements relating thereto contained in the Preliminary Prospectus, the Registration Statement and the Prospectus.  The offers and sales of the outstanding Common Stock were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such shares of Common Stock, exempt from such registration requirements.

2.8.2        Securities Sold Pursuant to this Agreement .  The Securities have been duly authorized and, when issued and paid for, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken.  The Securities conform in all material respects to all statements with respect thereto

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contained in the Preliminary Prospectus, the Registration Statement and the Prospectus.  When issued, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and the Warrants are enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

2.9           Registration Rights of Third Parties .  Except as set forth in the Preliminary Prospectus and the Prospectus, no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have the right to require the Company to register any such securities of the Company under the Securities Act or to include any such securities in a registration statement to be filed by the Company.

2.10         Validity and Binding Effect of Agreements .  This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement (as defined in Section 2.22 hereof), those certain letter agreements (each substantially in the form filed as Exhibits 10.1 through 10.1.10 to the Registration Statement), pursuant to which each of the Initial Stockholders (as defined in Section 2.14 hereof), Larry N. Feinberg, Mark A. Radzik, Per G. H. Lofberg and Kevin C. Johnson agree to certain matters, including but not limited to, certain matters described as being agreed to by them under the “Proposed Business” section of the Prospectus (“Insider Letters”), the Founding Director Warrant Purchase Agreement (as defined in Section 2.29 hereof), and the Escrow Agreement (substantially in the form filed as Exhibit 10.2 to the Registration Statement), whereby the Common Stock owned by the Initial Stockholders prior to the date hereof will be placed in escrow until three years after the closing of the Offering (the “Escrow Agreement”), and the Office Services Agreement (as defined in Section 2.28 hereof) have been duly and validly authorized by the Company and constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

2.11         No Conflicts, Etc .  The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Founding Director Warrant Purchase Agreement, the Trust Agreement, the Insider Letters, the Office Services Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.22 hereof; (ii) result in any violation of the provisions of the Amended and Restated Certificate of Incorporation or its Amended and Restated Bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business, except, in the case of clauses (i) and (iii), to the extent that such breach, violation or conflict would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the Company.

2.12         No Defaults; Violations .  No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject.  The Company is not in violation of any term or provision of its Amended and Restated Certificate of Incorporation or its Amended and Restated Bylaws or in violation of any material franchise, license, permit, applicable law, rule, regulation, judgment or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses.

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2.13         Corporate Power; Licenses; Ownership .

2.13.1      Conduct of Business .  The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct its business as described in the Preliminary Prospectus, the Registration Statement and the Prospectus.  The disclosures in the Preliminary Prospectus, the Registration Statement and the Prospectus concerning the effects of federal, state and local regulation on this offering and the Company’s business purpose as described in the Preliminary Prospectus, the Prospectus and the Registration Statement are correct in all material respects and do not omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

2.13.2      Transactions Contemplated Herein .  The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained.  No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery, of the Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agreement, the Trust Agreement, the Insider Letters, the Warrant Purchase Agreement, the Office Services Agreement and the Escrow Agreement and as contemplated by the Prospectus, except with respect to applicable federal and state securities laws.

2.13.3      Ownership .  Except as set forth in the Preliminary Prospectus, the Registration Statement and the Prospectus, the Company owns or has valid leasehold interests in all material properties and assets required for the operation of its business as now conducted or as presently proposed to be conducted, including those described in the Preliminary Prospectus, the Registration Statement and the Prospectus as being owned by it; and the Company has good and marketable title to all properties and assets owned by it material to its business in each case free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by the Company.  All real property leases to which the Company is a party are valid, subsisting and, to the knowledge of the Company, enforceable by the Company, in each case with no exceptions that would materially interfere with the use made or to be made thereof by the Company and the Company enjoys peaceful and undisturbed possession under all such leases to which it is a party as lessee.  The Company owns or possesses, or can acquire on a timely basis and on commercially reasonable terms, all material trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property necessary for the Company’s business as currently proposed to be conducted.

2.14         D&O Questionnaires .  To the best of the Company’s knowledge, all information contained in the director and officer questionnaires and NASD supplemental questionnaires (“Questionnaires”) completed by Larry N. Feinberg, Mark A. Radzik, Per. G. H. Lofberg, Kevin C. Johnson and each of the Company’s stockholders of record immediately prior to the Offering (“Initial Stockholders”) and provided to the Representative as an exhibit to his or her Insider Letter (as defined in Section 2.10 hereof) is true and correct and the Company has not become aware of any information which would cause the information disclosed in the questionnaires completed by each Initial Stockholder, Per. G. H. Lofberg or Kevin C. Johnson to become inaccurate and incorrect.

2.15         Litigation; Governmental Proceedings .  There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding pending or, to the best of the Company’s knowledge, threatened against, or involving the Company, which has not been disclosed in the Preliminary Prospectus, the Prospectus or the Registration Statement.

2.16         Good Standing .  The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state of incorporation, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the Company.

2.17         [Reserved.]

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2.18         Transactions Affecting Disclosure to NASD .

2.18.1      Finder’s Fees .  Except as described in the Preliminary Prospectus, the Registration Statement and the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Initial Stockholder with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the best of the Company’s knowledge, any Initial Stockholder or director that may affect the Underwriters’ compensation, as determined by the National Association of Securities Dealers, Inc. (“NASD”).

2.18.2      Payments Within Twelve Months .  The Company has not made any direct or indirect payments (in cash, securities or otherwise) (i) to any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company, (ii) to any NASD member or (iii) to any person or entity that has any direct or indirect affiliation or association with any NASD member, within the twelve months prior to the Effective Date.

2.18.3      Use of Proceeds .  None of the net proceeds of the Offering will be paid by the Company to any participating NASD member or its affiliates, except as specifically authorized herein and except as may be paid in connection with a Business Combination as contemplated by the Prospectus.

2.18.4      Insiders’ NASD Affiliation .  Based on the Questionnaires distributed to such persons, except as set forth on Schedule 2.18.4, no officer, director or any beneficial owner of the Company’s unregistered securities has any direct or indirect affiliation or association with any NASD member.  The Company will advise the Representative and its counsel if it learns that any officer or director or owner of at least 5% of the Company’s outstanding Common Shares is or becomes an affiliate or associated person of an NASD member participating in the Offering.

2.19         Foreign Corrupt Practices Act .  Neither the Company nor any of the Initial Stockholders or any other person acting on behalf of the Company has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official or employee of any governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate for office (domestic or foreign) or any political party or candidate for office (domestic or foreign) or other person who was, is, or may be in a position to help or hinder the business of the Company (or assist it in connection with any actual or proposed transaction) that (i) might subject the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, might have had a material adverse effect on the assets, business or operations of the Company as reflected in any of the financial statements contained in the Preliminary Prospectus, the Registration Statement and the Prospectus or (iii) if not continued in the future, might adversely affect the assets, business, operations or prospects of the Company.

2.20         Officer’s Certificate .  Any certificate signed by any duly authorized officer of the Company and delivered to the Representative or to the Representative’s counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.

2.21         Warrant Agreement .  The Company has entered into a warrant agreement with respect to the Warrants with Continental Stock Transfer & Trust Company substantially in the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”).

2.22         Investment Management Trust Agreement .  The Company has entered into the Investment Management Trust Agreement with respect to certain proceeds of the Offering substantially in the form filed as Exhibit 10.5 to the Registration Statement (the “Trust Agreement”).

2.23         Covenants Not to Compete .  Except as set forth on Schedule 2.23, no Initial Stockholder, employee, officer or director of the Company is subject to any noncompetition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his ability to be an Initial Stockholder, employee, officer and/or director of the Company.

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2.24         Investment Company Act .  The Company is not and, after giving effect to the offering and sale of the Firm Units contemplated hereunder and the application of the net proceeds from such sale as described in the Registration Statement and the Prospectus, will not be an “investment company” within the meaning of such term under the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder.

2.25         Rule 419 Under the Exchange Act .  Upon delivery and payment for the Firm Units on the Closing Date, the Company will not be subject to Rule 419 under the Securities Act and none of the Company’s outstanding securities will be deemed to be a “penny stock” as defined in rule 3a-51-1 under the Exchange Act.

2.26         Subsidiaries .  The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other business entity.

2.27         Related Party Transactions .  There are no business relationships or related party transactions involving the Company or any other person required to be described in the Preliminary Prospectus or the Prospectus that have not been described as required.

2.28         Administrative Services .  The Company has entered into an agreement (the “Office Services Agreement”) with Oracle Investment Management, Inc. (“OIM”) substantially in the form annexed as Exhibit 10.8 to the Registration Statement pursuant to which OIM will make available to the Company office space and general and secretarial support for the Company’s use for $7,500 per month.

2.29         Warrant Purchase Agreement .  The Company has entered into a Warrant Purchase Agreement, substantially in the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which each of Larry N. Feinberg and Joel D. Liffmann (collectively, the “Founding Directors”) or their designees and/or affiliates agrees to purchase a certain number of the Company’s warrants (the “Founding Director Warrants”) in a registered offering concurrent with the Offering (the “Founding Director Warrant Purchase Agreement”).

2.30         Sarbanes-Oxley Act .  The Company has taken all necessary actions to ensure that it is in compliance with all provisions of the Sarbanes-Oxley Act with which the Company is required to comply.

3.             Covenants of the Company .  The Company covenants and agrees as follows:

3.1           Amendments to the Registration Statement .  The Company will deliver to the Representative, prior to filing, any amendment or supplement to the Registration Statement or the Prospectus proposed to be filed after the Effective Date and not file any such amendment or supplement to which the Representative shall reasonably object in writing.

3.2           Federal Securities Laws .

3.2.1        Compliance .  During the time when a Prospectus (or in lieu thereof the notice referred to under Rule 173(a) under the Act) is required to be delivered under the Securities Act, the Company will use all reasonable efforts to comply with all requirements imposed upon it by the Securities Act, the Regulations and the Exchange Act and by the regulations under the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus.  If at any time when a Prospectus (or in lieu thereof the notice referred to under Rule 173(a) under the Act) relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Representative, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Representative promptly and prepare and file with the Commission, subject to Section 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.

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3.2.2        Filing of Final Prospectus .  The Company will file the Prospectus (in form and substance satisfactory to the Representative) with the Commission pursuant to the requirements of Rule 424 of the Regulations.

3.2.3        Exchange Act Registration .  Until the earlier of five years from the Effective Date or the date that the Company is liquidated, the Company (i) will use its best efforts to maintain the registration of the Firm Units, Common Stock and Warrants under the provisions of the Exchange Act and (ii) will not deregister the Firm Units under the Exchange Act without the prior written consent of the Representative, which consent shall not be unreasonably withheld; provided , however , that the Company may terminate its Exchange Act registration without the prior written consent of the Representative in the event that all of the outstanding voting stock of the Company is acquired by a third party.

3.3           Blue Sky Filings .  The Company will endeavor in good faith, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representative may reasonably designate, provided that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction.  Until the earliest of (i) five years after the effective date, (ii) the date on which the Securities are listed or quoted, as the case may be, on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market (or any successor to such entities) and (iii) the date of the liquidation of the Company (the period from the Effective Date to such earliest date, the “Blue Sky Compliance Period”), in each jurisdiction where such qualification shall be effected, the Company will, unless the Representative agrees that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may be required by the laws of such jurisdiction.

3.4           Delivery to the Representative of Prospectuses .  The Company will deliver to the Representative, without charge, from time to time during the period when the Prospectus (or in lieu thereof the notice referred to under Rule 173(a) under the Act) is required to be delivered under the Securities Act or the Exchange Act, such number of copies of each Preliminary Prospectus and the Prospectus as the Representative may reasonably request and, as soon as the Registration Statement or any amendment or supplement thereto becomes effective, deliver to the Representative one original executed Registration Statements, including exhibits, and all post-effective amendments thereto and copies of all exhibits filed therewith or incorporated therein by reference and original executed consents of all certified experts.

3.5           Effectiveness and Events Requiring Notice to the Representative .

3.5.1        The Company will use its best efforts to cause the Registration Statement to remain effective until distribution of the Securities is complete and will notify the Representative immediately and confirm the notice in writing (i) of the effectiveness of the Registration Statement and any amendment thereto, (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose, (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose, (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or the Prospectus, (v) of the receipt of any comments or request for any additional information from the Commission, and (vi) of the happening of any event during the period described in Section 3.4 hereof that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements th