Exhibit
      10.1

     

    UNDERWRITING
      AGREEMENT

     

    between
      

     

    FMG
      ACQUISITION CORP.

     

    and

     

    PALI
      CAPITAL, INC.

     

    Dated:
      October 4, 2007


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    FMG
      ACQUISITION CORP.

     

    UNDERWRITING
      AGREEMENT

     

    New
      York,
      New York

    October
      4, 2007

    


    Pali
      Capital, Inc.

    650
      Fifth
      Avenue, 6th
      Floor


    New
      York,
      New York 10019

     

    As
      Representative of the

    Several
      Underwriters named in Schedule I hereto

     

    Re:
      Public Offering of Securities

     

    Ladies
      and Gentlemen:

    


    The
      undersigned, FMG Acquisition Corp., a Delaware corporation ("Company"), hereby
      confirms its agreement with Pali Capital, Inc. ("Pali Capital" and also referred
      to herein variously as "you," or the "Representative") and with the other
      Underwriters named on Schedule I hereto for which Pali Capital is acting as
      Representative (the Representative and the other Underwriters being collectively
      called the "Underwriters" or, individually, an "Underwriter") as
      follows:

    


    1. Purchase
      and Sale of Securities.

     

    1.1 Firm
      Securities.

     

    1.1.1 Purchase
      of Firm Units.
      On the
      basis of the representations and warranties herein contained, but subject to
      the
      terms and conditions herein set forth, the Company agrees to issue and sell,
      severally and not jointly, to the several Underwriters, an aggregate of
      4,500,000 units ("Firm Units") of the Company, at a purchase price (net of
      discounts and commissions) of $7.44 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) of $7.44
      per
      Firm Unit. The Firm Units are to be offered initially to the public ("Offering")
      at the offering price of $8.00 per Firm Unit. Each Firm Unit consists of one
      share of the Company's common stock, par value $.0001 per share ("Common
      Stock"), and one warrant ("Warrant"). The Common Stock and the Warrants included
      in the Firm Units will not be separately transferable until 90 days after the
      effective date ("Effective Date") of the Registration Statement (as defined
      in
      Section 2.1.1 hereof) unless the Representative informs the Company, in writing,
      of its decision to allow earlier separate trading based on its assessment of
      the
      relative strengths of the securities markets and small capitalization companies
      in general, and the trading pattern of, and demand for, the Company's securities
      in particular, but in no event will the Representative allow separate trading
      until (i) the Company has filed with the Securities and Exchange Commission
      a
      Current Report on Form 8-K that includes an audited balance sheet reflecting
      the
      Company's receipt of the proceeds of the Offering, including any proceeds the
      Company receives from the exercise of the Over-allotment Option (as defined
      in
      Section 1.2.1), if such option is exercised prior to the filing of the Form
      8-K,
      (ii) the Company has filed with the Commission a Current Report on Form 8-K
      and
      issued a press release announcing when such separate trading will begin and
      (iii) the expiration of the Over-allotment Option or its exercise in full.
      Each
      Warrant entitles its holder to exercise it to purchase one share of Common
      Stock
      for $6.00 during the period commencing on the later of the consummation by
      the
      Company of its "Business Combination" or one year from the Effective Date of
      the
      Registration Statement and terminating on the four-year anniversary of the
      Effective Date. "Business Combination" shall mean any merger, capital stock
      exchange, asset acquisition, other contractual arrangement resulting in a
      business combination or other similar business combination consummated by the
      Company with an operating business (as described more fully in the Registration
      Statement (as defined in Section 2.1.1 below)).


    
      
        
        

      

      
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    1.1.2 Payment
      and Delivery.
      Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York
      time, on the fourth Business Day (as defined below) following the effective
      date
      of the Registration Statement or at such earlier time as shall be agreed upon
      by
      the Representative and the Company at the offices of Kramer Levin Naftalis
&
Frankel LLP ("Kramer Levin") or at such other place as shall be agreed upon
      by
      the Representative and the Company. The closing of the public offering is
      referred to herein as the “Closing” and the hour and date of delivery and
      payment for the Firm Units are called “Closing Date.” Payment for the Firm Units
      shall be made on the Closing 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: $35,640,000 of the
      proceeds received by the Company for the Firm Units and the Placement Warrants
      (as defined in Section 2.22.3 below), including $1,440,000 of the Deferred
      Fees
      (as defined in Section 1.1.3 below) shall be deposited (or with respect to
      the
      $1,250,000 of proceeds from the sale of the Placement Warrants shall have been
      deposited on or prior to the Closing Date) in the Trust Account established
      by
      the Company for the benefit of the public stockholders as described in the
      Registration Statement ("Trust Account") pursuant to the terms of an Investment
      Management Trust Agreement ("Trust Agreement") between the Company and
      Continental Stock Transfer & Trust Company ("CST") and the remaining
      proceeds shall be paid (subject to Section 3.12 hereof) to the order of the
      Company upon delivery to you of certificates (in form and substance satisfactory
      to the Underwriters) representing the Firm Units (or through the facilities
      of
      the Depository Trust Company ("DTC")) for the account of the Underwriters.
      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. "Business Day" shall mean any day other
      than a Saturday, a Sunday or a legal holiday or a day on which banking
      institutions or trust companies are authorized or obligated by law to close
      in
      New York City.

     

    1.1.3 Deferral
      of a Portion of Underwriters' Discount.
      On the
      Closing Date and, if applicable, on the Option Closing Date (as defined below),
      Pali Capital agrees to deposit into the Trust Account a portion of the
      Underwriters' discount equal to $0.32 per Unit in the Offering and, if
      applicable, a portion of the discount equal to $0.32 per Option Unit (as defined
      below) (the "Deferred Fees") until the earlier of the completion of a Business
      Combination or the liquidation of the Trust Account. Upon the consummation
      of a
      Business Combination, Pali Capital shall promptly receive the Deferred Fees
      without interest. 
      In the
      event that the Company is unable to consummate a Business Combination and
      Continental Stock Transfer & Trust Company, the trustee of the Trust
      Account, commences liquidation of the Trust Account, Pali Capital hereby agrees
      to the following: (i) to forfeit any rights or claims to the Deferred Fees
      and
      any interest accrued thereon; and (ii) that the Deferred Fees shall be
      distributed on a pro-rata basis among the holders of the Common Stock included
      in the Units sold in the Offering along with any interest accrued thereon,
      net
      of taxes.

     

    
      
        
        

      

      
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    1.2 Over-Allotment
      Option.

     

    1.2.1 Option
      Units.
      For the
      purposes of covering any over-allotments in connection with the distribution
      and
      sale of the Firm Units, the Underwriters are hereby granted, severally and
      not
      jointly, an option to purchase up to an additional 675,000 units from the
      Company ("Over-allotment Option"). Such additional 675,000 units, the net
      proceeds of which will be deposited in the Trust Account, 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 Common
      Stock and the Warrants included in the Units and the Common Stock issuable
      upon
      exercise of the Warrants are hereinafter referred to collectively as the "Public
      Securities." The purchase price to be paid for each Option Unit will be the
      same
      price per Option Unit as the price per Firm Unit set forth in Section 1.1.1
      hereof.

     

    1.2.2 Exercise
      of Option.
      The
      Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised
      by the Representative 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 Representative,
      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 after the date of the
      notice or such other time and in such other manner as shall be agreed upon
      by
      the Company and the Representative, at the offices of Kramer Levin or at such
      other place as shall be agreed upon by the Company and the Representative.
      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.

     

    1.2.3 Payment
      and Delivery.
      Payment
      for the Option Units shall be made on the Option Closing 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: $7.44 per Option Unit, plus $0.32 of Deferred Fees per Option Unit,
      shall be deposited in the Trust Account pursuant to the Trust Agreement and
      the
      remaining proceeds shall be paid (subject to Section 3.12 hereof) to the order
      of the Company upon delivery to you of certificates (in form and substance
      satisfactory to the Underwriters) representing the Option Units (or through
      the
      facilities of DTC) for the account of the Underwriters. The certificates
      representing the Option Units to be delivered will be in such denominations
      and
      registered in such names as the Representative requests not less than two full
      Business Days prior to the Closing Date or the Option Closing Date, as the
      case
      may be, and will be made available to the Representative for inspection,
      checking and packaging at the aforesaid office of the Company's transfer agent
      or correspondent not less than one full Business Day prior to such Closing
      Date.


    
      
        
        

      

      
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    1.3 Representative's
      Purchase Option.

     

    1.3.1 Purchase
      Option.
      The
      Company hereby agrees to issue and sell to the Representative (and/or its
      designees) on the Effective Date an option ("Representative's Purchase Option")
      for the purchase of an aggregate of 450,000 units ("Representative's Units")
      for
      an aggregate purchase price of $100. Each of the Representative's Units is
      identical to the Firm Units, including the warrants constituting the Units
      to
      purchase Common Stock (sometimes referred to as the "Representative's
      Warrants"). The Representative's Purchase Option shall be exercisable, in whole
      or in part, commencing on the later of the consummation of a Business
      Combination and one year from the Effective Date and expiring on the five-year
      anniversary of the Effective Date at an initial exercise price per
      Representative's Unit of $10.00 (125% of the initial public offering price
      of a
      Unit), and may be exercised on a cashless basis. The Representative's Purchase
      Option, the Representative's Units, the Common Stock contained within the
      Representative's Units, the Representative's Warrants and the Common Stock
      issuable upon exercise of the Representative's Warrants are hereinafter referred
      to collectively as the "Representative's Securities." The Public Securities
      and
      the Representative's Securities are hereinafter referred to collectively as
      the
      "Securities." The Representative understands and agrees that there are
      significant restrictions against transferring
      the Representative's Securities during the first year after the Effective Date,
      as set forth in Section 3 of the Representative's Purchase
      Option.

     

    1.3.2 Payment
      and Delivery.
      Delivery and payment for the Representative's Purchase Option shall be made
      on
      the Closing Date. The Company shall deliver to the Underwriters, upon payment
      therefor, certificates for the Representative's Purchase Option in the name
      or
      names and in such authorized denominations as the Representative may
      request.

     

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

     

    2.1 Filing
      of Registration Statement.

     

    2.1.1 Pursuant
      to the Act.
      The
      Company has filed with the Securities and Exchange Commission (the "Commission")
      a Registration Statement and an amendment or amendments thereto, on Form S-1
      (File No. 333-143466), including any related preliminary Prospectus (the
      "Preliminary Prospectus"), for the registration of the Securities under the
      Securities Act of 1933, as amended ("Act"), which Registration Statement and
      amendment or amendments have been prepared by the Company in conformity with
      the
      requirements of the Act, and the rules and regulations (the "Regulations")
      of
      the Commission under the Act. The conditions for use of Form S-1 to register
      the
      Offering under the Act, as set forth in the General Instructions to such Form,
      have been satisfied. Except as the context may otherwise require, such
      Registration Statement, as amended, on file with the Commission at the time
      the
      Registration Statement becomes effective (including any Prospectus, financial
      statements, schedules, exhibits and all other documents filed as a part thereof
      or incorporated therein and all information deemed to be a part thereof as
      of
      such time pursuant to Rule 430A of the Regulations), is hereinafter called
      the
      "Registration Statement," and the form of the final Prospectus dated the
      Effective Date included in the Registration Statement (or, if applicable, the
      form of final Prospectus filed by the Company with the Commission pursuant
      to
      Rule 424(b) at or after the time of effectiveness as allowed under Rule 430A
      of
      the Regulations), is hereinafter called the "Prospectus." For purposes of this
      Agreement, "Time of Sale", as used in the Act, means 4:30 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 September 27, 2007, for distribution
      by
      the Underwriters (the "Sale Preliminary Prospectus"). If the Company has filed,
      or is required pursuant to the terms hereof to file, a Registration Statement
      pursuant to Rule 462(b) under the Act registering additional Securities of
      any
      type (a "Rule 462(b) Registration Statement"), then, unless otherwise specified,
      any reference herein to the term "Registration Statement" shall be deemed to
      include such Rule 462(b) Registration Statement. Other than a Rule 462(b)
      Registration Statement, which, if filed, becomes effective upon filing, no
      other
      document with respect to the Registration Statement has heretofore been filed
      with the Commission. All of the Public Securities have been registered under
      the
      Act pursuant to the Registration Statement or, if any Rule 462(b) Registration
      Statement is filed, will be duly registered for public sale under the Act with
      the filing of such Rule 462(b) Registration Statement. The Registration
      Statement has been declared effective by the Commission on the date hereof.
      If,
      subsequent to the date of this Agreement, the Company or the Representative
      has
      determined that at the Time of Sale the Sale Preliminary Prospectus includes
      an
      untrue statement of a material fact or omitted a statement of material fact
      necessary to make the statements therein, in 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 Sale 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.


    
      
        
        

      

      
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    2.1.2 Pursuant
      to the Exchange Act.
      The
      Company has filed with the Commission a Form 8-A (File Number 000-52833)
      providing for the registration under the Securities Exchange Act of 1934, as
      amended ("Exchange Act"), of the Units, the Common Stock and the Warrants.
      The
      registration of the Units, Common Stock and Warrants under the Exchange Act
      has
      been declared effective by the Commission on 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 use of any Sale Preliminary Prospectus or 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 Registration Statement.

     

    2.3.1 Representation
      as to Section 10b-5 of the Act.
      At the
      time the Registration Statement became effective and at all times subsequent
      thereto up to the Closing Date and the Option Closing Date, if any, the
      Registration Statement, the Sale Preliminary Prospectus and the Prospectus
      contains or will contain all material statements that are required to be stated
      therein in accordance with the Act and the Regulations, and will in all material
      respects conform to the requirements of the Act and the Regulations; and neither
      the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus,
      nor any amendment or supplement thereto, on their respective dates, nor the
      Sale
      Preliminary Prospectus as of the Time of Sale (or such subsequent Time of Sale
      pursuant to Section 2.1.1) does or will contain any untrue statement of a
      material fact or 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. When any Preliminary Prospectus or Sale
      Preliminary Prospectus was first filed with the Commission (whether filed as
      part of the Registration Statement for the registration of the Securities or
      any
      amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any
      amendment thereof or supplement thereto was first filed with the Commission,
      such Preliminary Prospectus or Sale Preliminary Prospectus and any amendments
      thereof and supplements thereto complied or will comply in all material respects
      with the applicable provisions of the 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. The representation and warranty made in this Section 2.3.1
      does
      not apply to statements made or statements omitted in reliance upon and in
      conformity with written information furnished to the Company with respect to
      the
      Underwriters by the Representative expressly for use in the Registration
      Statement, Sale Preliminary Prospectus or Prospectus or any amendment thereof
      or
      supplement thereto.


    
      
        
        

      

      
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    2.3.2 Disclosure
      of Agreements.
      The
      agreements and documents described in the Registration Statement, the Sale
      Preliminary Prospectus and the Prospectus conform to the descriptions thereof
      contained therein and there are no agreements or other documents required to
      be
      described in the Registration Statement, the Sale Preliminary Prospectus 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 Sale Preliminary Prospectus or 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 in all material respects 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.


    
      
        
        

      

      
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    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 Company's formation, except as
      disclosed in the Registration Statement.

     

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

     

    2.4 Changes
      After Dates in Registration Statement.

     

    2.4.1 No
      Material Adverse Change.
      Since
      the respective dates as of which information is given in the Registration
      Statement, the Sale Preliminary Prospectus 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 prospects of the
      Company, (ii) there have been no material transactions entered into by the
      Company, other than as contemplated pursuant to this Agreement, and (iii) no
      member of the Company's management has resigned from any position with the
      Company.

     

    2.4.2 Recent
      Securities Transactions; Etc.
      Subsequent to the respective dates as of which information is given in the
      Registration Statement, the Sale Preliminary Prospectus 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, P.C. ("RK&C"), whose report is filed with the
      Commission as part of the Registration Statement, the Sale Preliminary
      Prospectus and Prospectus and included in the Registration Statement, the Sale
      Preliminary Prospectus and the Prospectus, are independent registered public
      accountants as required by the Act and the Regulations. RK&C has not, during
      the periods covered by the financial statements included in the Registration
      Statement, the Sale Preliminary Prospectus and 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 and supporting schedules
      included in the Registration Statement, the Sale Preliminary Prospectus and
      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; such financial statements have been prepared in conformity with generally
      accepted accounting principles, consistently applied throughout the periods
      involved; and the supporting schedules included in the Registration Statement,
      the Sale Preliminary Prospectus and Prospectus present fairly the information
      required to be stated therein. The Registration Statement, the Sale Preliminary
      Prospectus and Prospectus discloses 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.

     

    
      
        
        

      

      
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    2.7 Authorized
      Capital; Options; Etc.
      The
      Company had at the date or dates indicated in the Sale Preliminary Prospectus
      and Prospectus duly authorized, issued and outstanding capitalization as set
      forth in the Registration Statement, the Sale Preliminary Prospectus, and the
      Prospectus. Based on the assumptions stated in the Registration Statement,
      the
      Sale Preliminary Prospectus 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 Registration Statement, the Sale Preliminary
      Prospectus 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 of the Company or any security convertible
      into
      Common Stock of the Company, or any contracts or commitments to issue or sell
      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 (including, without limitation,
      the Placement Warrants) 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 Public Securities conform in
      all
      material respects to the description thereof contained in the Registration
      Statement, the Sale Preliminary Prospectus and the Prospectus. Subject to the
      disclosure contained in the Registration Statement, the Preliminary Prospectus
      and the Prospectus with respect to the Placement Warrants, the offers and sales
      of the outstanding securities of the Company were at all relevant times either
      registered under the Act or, based in part on the representations and warranties
      of the purchasers of such securities, exempt from such registration requirements
      and the registration requirements of applicable blue sky laws and
      regulations.

     

    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 the descriptions
      thereof contained in the Registration Statement, the Sale Preliminary Prospectus
      and the Prospectus. When issued, the Representative's Securities will constitute
      valid and binding obligations of the Company to issue and sell, upon exercise
      thereof and payment of the respective exercise prices therefor, the number
      and
      type of securities of the Company called for thereby in accordance with the
      terms thereof and such Representative' Securities 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 the equitable
      defenses and to the discretion of the court before which any proceeding therefor
      may be brought.


    
      
        
        

      

      
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    2.8.3 Placement
      Warrants.
      The
      Placement Warrants constitute valid and binding obligations of the Company
      to
      issue and sell, upon exercise thereof and payment of the respective exercise
      prices therefor, the number and type of securities of the Company called for
      thereby in accordance with the terms thereof, and such Placement 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 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
      the equitable defenses and to the discretion of the court before which any
      proceeding therefor may be brought. The Common Stock issuable upon exercise
      of
      the Placement Warrants have been reserved for issuance upon the exercise of
      the
      Placement Warrants and, when issued in accordance with the terms of the
      Placement Warrants, will be duly and validly authorized, validly issued, fully
      paid and non-assessable, and the holders thereof are not and will not be subject
      to personal liability by reason of being such holders.

     

    2.8.4 No
      Integration.
      Other
      than with respect to the Placement Warrants, neither the Company nor any of
      its
      affiliates has, prior to the date hereof, made any offer or sale of any
      securities which
      are
      required to be or may be "integrated" pursuant to the Act or the Regulations
      with the offer and sale of the Securities pursuant to the Registration
      Statement.

     

    2.9 Registration
      Rights of Third Parties.
      Except
      as set forth in the Sale 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 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, the Services Agreement (as defined in Section 3.7.2 hereof), the
      Escrow Agreement (as defined in Section 2.22.2 hereof) and the Subscription
      Agreement (as defined in Section 2.22.3 hereof) have been duly and validly
      authorized by the Company and constitute, and the Representative's Purchase
      Option, has been duly validly authorized by the Company and, when executed
      and
      delivered, will 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 the equitable defenses and to the discretion of the court before
      which any proceeding therefor may be brought.

     

    
      
        
        

      

      
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    2.11 No
      Conflicts, Etc.
      The
      execution, delivery, and performance by the Company of this Agreement, the
      Warrant Agreement, the Representative's Purchase Option, the Trust Agreement,
      the Services Agreement, the Escrow Agreement and the Subscription 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; (ii) result in any
      violation of the provisions of the Company’s Bylaws and Amended and Restated
      Certificate of Incorporation (the "Certificate of Incorporation"); 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.

     

    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 the Amended
      and Restated Certificate of Incorporation 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.

     

    2.13 Corporate
      Power; Licenses; Consents.

     

    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 Registration Statement,
      Sale Preliminary Prospectus and the Prospectus. The disclosures in the
      Registration Statement, the Sale Preliminary Prospectus and Prospectus
      concerning the effects of federal, state and local regulation on this Offering
      and the Company's business as currently contemplated
      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
      Representative's Purchase Option, the Trust Agreement, the Escrow Agreement
      and
      the Subscription Agreement and as contemplated by the Registration Statement,
      Sale Preliminary Prospectus and Prospectus, except with respect to applicable
      federal and state securities laws and the rules and regulations promulgated
      by
      the Financial Industry Regulatory Authority ("FINRA").

     

    
      
        
        

      

      
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    2.14 D&O
      Questionnaires.
      To the
      best of the Company's knowledge, all information contained in the questionnaires
      ("Questionnaires") completed by each of the Company's officers, directors and
      stockholders prior to the Offering ("Existing Stockholders") and previously
      provided to the Representative 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 Existing Stockholder to become inaccurate
      or 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 or, to the best of the Company's
      knowledge, any Existing Stockholder which has not been disclosed, that is
      required to be disclosed, in the Registration Statement, the Sale Preliminary
      Prospectus or the Prospectus.

     

    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 place 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 assets, business or operations of
      the
      Company.

     

    2.17 Stop
      Orders.
      The
      Commission has not issued any order preventing or suspending the use of the
      Registration Statement, any Preliminary Prospectus, the Sale Preliminary
      Prospectus or Prospectus or any part thereof and has not threatened to issue
      any
      such order.

     

    2.18 Transactions
      Affecting Disclosure to FINRA.

     

    2.18.1 Finder's
      Fees.
      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
      Existing Stockholder with respect to the sale of the Securities hereunder or
      any
      other arrangements, agreements or understandings of the Company or any Existing
      Stockholder that may affect the Underwriters' compensation, as determined by
      FINRA.

     

    2.18.2 Payments
      Within Six 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
      FINRA member or (iii) to any person or entity that has any direct or indirect
      affiliation or association with any FINRA member, within the six months prior
      to
      the Effective Date, other than payments to the Representative in connection
      with
      this Offering.

     

    2.18.3 Use
      of
      Proceeds.
      None of
      the net proceeds of the Offering and Private Placement will be paid by the
      Company to any participating FINRA 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 Sale Preliminary Prospectus.


    
      
        
        

      

      
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    2.18.4 Existing
      Stockholders' FINRA Affiliation.
      Based
      on questionnaires distributed to the Existing Stockholders, no officer, director
      or any beneficial owner of the Company's unregistered securities has any direct
      or indirect affiliation or association with any FINRA member, as determined
      in
      accordance with the rules and regulations of FINRA. The Company will advise
      the
      Representative and its counsel if it learns that any officer, director or
      beneficial owner (direct or indirect) of 5% or more of the Company's outstanding
      Common Stock is or becomes an affiliate or associated person of a FINRA member
      participating in the Offering.

     

    2.19 Foreign
      Corrupt Practices Act; Patriot Act.

     

    2.19.1 Foreign
      Corrupt Practices Act.
      Neither
      the Company nor any of the Existing 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 Prospectus or
      (iii) if not continued in the future, might adversely affect the assets,
      business, operations or prospects of the Company. The Company's internal
      accounting controls and procedures are sufficient to cause the Company to comply
      with the Foreign Corrupt Practices Act of 1977, as amended.

     

    2.19.2 Patriot
      Act.
      Neither
      the Company nor any Company Affiliate has violated: (i) the Bank Secrecy Act,
      as
      amended, (ii) the Money Laundering Control Act of 1986, as amended, or (iii)
      the
      Uniting and Strengthening of America by Providing Appropriate Tools Required
      to
      Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, and/or the
      rules
      and regulations promulgated under any such law, or any successor
      law.

     

    2.20 Officers'
      Certificate.
      Any
      certificate signed by any duly authorized officer of the Company and delivered
      to you or to your 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 and
      the Representative's Warrants with CST substantially in the form annexed as
      Exhibit 4.5 to the Registration Statement ("Warrant
      Agreement").


    
      
        
        

      

      
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    2.22 Agreements
      With Existing Stockholders.

     

    2.22.1 Insider
      Letters.
      The
      Company has caused to be duly executed legally binding and enforceable
      agreements (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, contribution or
      noncompete 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 the equitable defenses and to the
      discretion of the court before which any proceeding therefor may be brought),
      the forms of which are annexed as Exhibits 10.4 through 10.10 to the
      Registration Statement ("Insider Letters"), pursuant to which each of the
      Existing Stockholders of the Company 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 Sale Preliminary Prospectus and Prospectus.
      

     

    2.22.2 Escrow
      Agreement.
      The
      Company has caused the Existing Stockholders to enter into an escrow agreement
      ("Escrow Agreement") with CST ("Escrow Agent"), substantially in the form
      annexed as Exhibit 10.2 to the Registration Statement, whereby (i) the Common
      Stock owned by the Existing Stockholders (the "Existing Stockholders Shares")
      will be held in escrow by the Escrow Agent, until one (1) year from the date
      of
      consummation of a Business Combination and (ii) the Placement Warrants will
      be
      held in escrow by the Escrow Agent until ninety (90) days from the date of
      consummation of a Business Combination; provided, however, that if the Escrow
      Agent is notified by the Company that the Company is being liquidated at any
      time during the applicable Escrow Period (as that term is defined in the Escrow
      Agreement), then immediately prior to the effectiveness of such liquidation,
      the
      Escrow Agent shall promptly destroy the certificates representing the Existing
      Stockholders Shares and the Placement Warrants. During such escrow period,
      the
      Existing Stockholders shall be prohibited from selling or otherwise transferring
      such shares (except (a)
      to
      spouses and children of Existing Stockholders,
      (b)
      after a Business Combination in a transaction whereby all the outstanding shares
      of the Company are exchanged or converted into cash or another entity’s
      securities and (c)
      as
      otherwise set forth in the Escrow Agreement)
      but
      will retain the right to vote such shares.
      To the
      Company's knowledge, the Escrow Agreement is enforceable against each of the
      Existing Stockholders and will not, with or without the giving of notice or
      the
      lapse of time or both, result in a breach of, or conflict with any of the terms
      and provisions of, or constitute a default under, any agreement or instrument
      to
      which any of the Existing Stockholders is a party. The Escrow Agreement shall
      not be amended, modified or otherwise changed without the prior written consent
      of the Representative.

     

    2.22.3 Existing
      Stockholders Subscription Agreement.
      FMG
      Investors LLC (“FMGI”), an entity affiliated with the Company's executive
      officers and directors, has executed and delivered an agreement, annexed as
      Exhibit 10.12 of the Registration Statement (the "Subscription Agreement"),
      pursuant to which such entity has purchased an aggregate of 1,250,000 warrants
      in a private placement intended to be exempt from registration under the Act
      under Section 4(2) of the Act ("Private Placement") at a purchase price of
      $1.00
      per warrant ("Placement Warrants") occurring immediately prior to the Effective
      Date. FMGI and the Company have delivered executed copies of the Subscription
      Agreement and FMGI has delivered the purchase price on or before the Effective
      Date. Pursuant to the Subscription Agreement, (i) the $1,250,000 of proceeds
      from the sale of the Placement Warrants has been deposited by the Company in
      the
      Trust Account in accordance with the terms of the Trust Agreement on or prior
      to
      the Effective Date, and (ii) the purchasers of the Placement Warrants have
      waived any and all rights and claims that they may have to any proceeds, and
      any
      interest thereon, held in the Trust in respect of the Placement Warrants in
      the
      event that a Business Combination is not consummated and the Trust Account
      is
      liquidated in accordance with the terms of the Trust Agreement.


    
      
        
        

      

      
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    2.23 Investment
      Management Trust Agreement.
      The
      Company has entered into the Trust Agreement with CST with respect to certain
      proceeds of the Offering and the Private Placement substantially in the form
      annexed as Exhibit 10.1 to the Registration Statement.

     

    2.24 No
      Existing Non-Competition Agreements.
      No
      Existing Stockholder, employee, officer or director of the Company is subject
      to
      any non competition agreement or non-solicitation agreement with any employer
      or
      prior employer which could materially affect his ability to be an Existing
      Stockholder, employee, officer and/or director of the Company.

     

    2.25 Investments.
      No more
      than 45% of the "value" (as defined in Section 2(a)(41) of the Investment
      Company Act of 1940, as amended ("Investment Company Act")) of the Company's
      total assets (exclusive of "Government Securities" (as defined in Section
      2(a)(16) of the Investment Company Act)) consist of, and no more than 45% of
      the
      Company's net income after taxes is derived from, securities other than the
      Government Securities.

     

    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 Registration
      Statement, Sale Preliminary Prospectus and the Prospectus that have not been
      described as required.

     

    2.28 Sarbanes-Oxley
      Act.
      Solely
      to the extent that the Sarbanes-Oxley Act of 2002, as amended, and the rules
      and
      regulations promulgated by the Commission thereunder (the “Sarbanes-Oxley Act”)
      has been applicable to the Company, there is and has been no failure on the
      part
      of the Company to comply in all material respects with any provision of the
      Sarbanes-Oxley Act. The Company has taken all necessary actions to ensure that
      it is in compliance in all material respects with all provisions of the
      Sarbanes-Oxley Act that are in effect and with which the Company is required
      to
      comply.

     

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

     

    3.1 Amendments
      To Registration Statement.
      The
      Company will deliver to the Representative, prior to filing, any amendment
      or
      supplement to the Registration Statement or Prospectus proposed to be filed
      after the Effective Date and the Company shall 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 is required to be delivered under the Act, the
      Company will use all reasonable efforts to comply with all requirements imposed
      upon it by the 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 Public Securities in
      accordance with the provisions hereof and the Prospectus. If at any time when
      a
      Sale Preliminary Prospectus or Prospectus relating to the Public Securities
      is
      required to be delivered under the Act, any event shall have occurred as a
      result of which, in the opinion of counsel for the Company or counsel for the
      Underwriters, the Sale Preliminary Prospectus or 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 Sale Preliminary
      Prospectus or the Prospectus to comply with the 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 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 following the Effective Date pursuant to
      the
      requirements of Rule 424 of the Regulations.

     

    3.2.3 Exchange
      Act Registration.
      The
      Company will use its best efforts to maintain the registration of the Public
      Securities under the provisions of the Exchange Act (except in connection with
      a
      going-private transaction) for a period of five years from the Effective Date,
      or until the Company is required to be liquidated if earlier, or, in the case
      of
      the Warrants, until the Warrants expire and are no longer exercisable. The
      Company will not deregister the Public Securities under the Exchange Act without
      the prior written consent of the Representative.

     

    3.2.4 Ineligible
      Issuer.
      At the
      time of filing the Registration Statement and at the date hereof, the Company
      was and is an "ineligible issuer," as defined in Rule 405 under the Securities
      Act. The Company has not made and will not make any offer relating to the Public
      Securities that would constitute an "issuer free writing Prospectus," as defined
      in Rule 433, or that would otherwise constitute a "free writing Prospectus,"
      as
      defined in Rule 405.

     

    3.3 Blue
      Sky Filing.
      Unless
      the Securities are listed or quoted, as the case may be, on the New York Stock
      Exchange, the American Stock Exchange or the NASDAQ Global Market, the Company
      will endeavor in good faith, in cooperation with the Representative, at or
      prior
      to the time the Registration Statement becomes effective, to qualify the Public
      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. 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. The Company shall pay all filings fees in
      connection with the qualification of the securities under the securities laws
      of
      such jurisdictions as the Representative may reasonably
      designate.

     

    
      
        
        

      

      
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    3.4 Delivery
      to Underwriters of Preliminary Prospectus, Sale Preliminary Prospectus And
      Prospectuses.
      The
      Company will deliver to each of the several Underwriters, without charge, from
      time to time during the period when the Prospectus is required to be delivered
      under the Act or the Exchange Act such number of copies of each Preliminary
      Prospectus, Sale Preliminary Prospectus and the Prospectus as such Underwriters
      may reasonably request and, as soon as the Registration Statement or any
      amendment or supplement thereto becomes effective, deliver to you two 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 a copy of all original executed consents of certified
      experts.

     

    3.5 Effectiveness
      and Events Requiring Notice to the Representative.
      The
      Company will use its best efforts to cause the Registration Statement to remain
      effective 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
      suspending the effectiveness of the Registration Statement or any post-effective
      amendment thereto or preventing or suspending the use of any Preliminary
      Prospectus or the Prospectus 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
      public 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 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 3.2.3 hereof
      that,
      in the judgment of the Company or its counsel, makes any statement of a material
      fact made in the Registration Statement, the Sale Preliminary Prospectus or
      the
      Prospectus untrue or that requires the making of any changes in the Registration
      Statement, the Sale Preliminary Prospectus or the Prospectus in order to make
      the statements therein, in light of the circumstances under which they were
      made, not misleading. If the Commission or any state securities commission
      shall
      enter a stop order or suspend such qualification at any time, the Company will
      make every reasonable effort to obtain promptly the lifting of such
      order.

     

    3.6 Review
      of Quarterly Financial Statements.
      Until
      the earlier of five years from the Effective Date, or until such earlier time
      upon which the Company is required to be liquidated, the Company, at its
      expense, shall cause its regularly engaged independent registered public
      accounting firm to review (but not audit) the Company's financial statements
      for
      each of the first three fiscal quarters prior to the announcement of quarterly
      financial information, the filing of the Company's Form 10-Q quarterly report
      and the mailing of quarterly financial information to stockholders.

     

    3.7 Affiliated
      Transactions.

     

    3.7.1 Business
      Combinations.
      The
      Company will not consummate a Business Combination with any entity which is
      affiliated with any Existing Stockholder unless the Company obtains an opinion
      from an independent investment banking firm that is a member of FINRA that
      the
      Business Combination is fair to the Company's stockholders from a financial
      perspective. No Existing Stockholder or any affiliate of such person shall
      receive any fees of any type (other than reimbursement of ordinary and customary
      expenses incurred on behalf of the Company) in connection with any Business
      Combination

     

    
      
        
        

      

      
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    3.7.2 Administrative
      Services.
      The
      Company has entered into an office services agreement ("Services Agreement")
      with Fund Management Group LLC ("Affiliate") substantially in the form annexed
      as Exhibit 10.11 to the Registration Statement pursuant to which the Affiliate
      will make available to the Company general and administrative services,
      including office space, utilities, administrative, technology and secretarial
      services for the Company's use for up to $7,500 per month. 

     

    3.7.3 Compensation
      to Existing Stockholders.
      Except
      as set forth above in this Section 3.7, the Company shall not pay any Existing
      Stockholder or any of their affiliates any fees or compensation from the
      Company, for services rendered to the Company prior to, or in connection with,
      the consummation of a Business Combination; provided that the Existing
      Stockholders shall be entitled to reimbursement from the Company for their
      reasonable out-of-pocket expenses incurred in connection with seeking and
      consummating a Business Combination.

     

    3.8 Financial
      Public Relations Firm.
      Promptly after the execution of a definitive agreement for a Business
      Combination, the Company shall consider, in good faith, retaining at its expense
      a financial public relations firm reasonably acceptable to Pali Capital for
      a
      term to be agreed on by the Company and Pali Capital.

     

    3.9 Reports
      to the Representative.

     

    3.9.1 Periodic
      Reports, Etc.
      For a
      period of five years from the Effective Date or until such earlier time upon
      which the Company is required to be liquidated, the Company will furnish to
      the
      Representative (Pali Capital, Inc., Attn: Michael Powell) and its counsel copies
      of such financial statements and other periodic and special reports as the
      Company from time to time furnishes generally to holders of any class of its
      securities, and promptly furnish to the Representative (i) a copy of each
      periodic report the Company shall be required to file with the Commission,
      (ii)
      a copy of every press release and every news item and article with respect
      to
      the Company or its affairs which was released by the Company, (iii) a copy
      of
      each Form 8-K or Schedules 13D, 13G, 14D-1 or 13E-4 received or prepared by
      the
      Company, (iv) two (2) copies of each Registration Statement filed by the Company
      with the Commission under the Securities Act, and (v) such additional documents
      and information with respect to the Company and the affairs of any future
      subsidiaries of the Company as the Representative may from time to time
      reasonably request; provided
      the
      Representative shall sign, if requested by the Company, a Regulation FD
      compliant confidentiality agreement which is reasonably acceptable to the
      Representative and its counsel in connection with the Representative’s receipt
      of such information.
      Documents filed with the Commission pursuant to its EDGAR system shall be deemed
      to have been delivered to the Representative pursuant to this
      Section.

     

    3.9.2 Transfer
      Sheets.
      For a
      period of two years following the Effective Date or until such earlier time
      upon
      which the Company is required to be liquidated, the Company shall retain CST
      or
      another transfer and warrant agent acceptable to the Representative ("Transfer
      Agent") and will furnish to the Underwriters at the Company's sole cost and
      expense, for a period of one year following the Effective Date, such transfer
      sheets of the Company's securities as the Representative may request, including
      the daily and monthly consolidated transfer sheets of the Transfer Agent and
      DTC. The Underwriters acknowledge that Continental Stock Transfer & Trust
      Company is an acceptable Transfer Agent.

     

    
      
        
        

      

      
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    3.9.3 Secondary
      Market Trading Maintenance.
      Unless
      the Securities are listed or quoted, as the case may be, on the New York Stock
      Exchange, the American Stock Exchange or quoted on the NASDAQ Global Market,
      until such earlier time upon which the Company is required to be liquidated
      or
      upon consummation of a Business Combination, the Company shall take such actions
      reasonably requested by the Representative, including the filings
      of any required initial and renewal notices in the various States to permit
      secondary market trading of the securities under the Blue Sky laws of the fifty
      States and, at the Company’s
      cost and
      expense and at the beginning of each fiscal quarter, shall provide the
      Representative with a written report of counsel detailing those states in which
      the Securities may be traded in non-issuer transactions under the Blue Sky
      laws
      of the fifty States ("Secondary Market Trading Survey").

     

    3.9.4 Trading
      Reports.
      During
      such time as any of the Securities are quoted on the NASD OTC Bulletin Board
      (or
      any successor trading market such as the Bulletin Board Exchange) or the Pink
      Sheets, LLC (or similar publisher of quotations) and no other automated
      quotation system, the Company shall provide to the Representative, at its
      expense, such reports published by the NASD or the Pink
      Sheets, LLC relating to price trading of the Securities, as the Representative
      shall reasonably request.

     

    3.10 Disqualification
      of Form S-1.
      Until
      the earlier of seven years from the date hereof or until the Warrants have
      expired and are no longer exercisable, the Company will not take any action
      or
      actions which may prevent or disqualify the Company's use of Form S-1 (or other
      appropriate form) for the registration of the Warrants and the Representative's
      Warrants under the Act (except in connection with a going-private
      transaction).

     

    3.11 Payment
      of Expenses.

     

    3.11.1 General
      Expenses Related to the Offering.
      The
      Company hereby agrees to pay on each of the Closing Date and the Option Closing
      Date, if any, to the extent not paid at Closing Date, all expenses incident
      to
      the performance of the obligations of the Company under this Agreement,
      including but not limited to (i) the preparation, printing, filing and mailing
      (including the payment of postage with respect to such mailing) of the
      Registration Statement, the Preliminary, the Preliminary Sale and Final
      Prospectuses and the printing and mailing of this Agreement and related
      documents, including the cost of all copies thereof and any amendments thereof
      or supplements thereto supplied to the Underwriters in quantities as may be
      required by the Underwriters, (ii) the printing, engraving, issuance and
      delivery of the Units, the Common Stock and the Warrants included in the Units
      and the Representative's Purchase Option, including any transfer or other taxes
      payable thereon, (iii) filing fees incurred in registering the Offering with
      FINRA and filing fees, costs and expenses of qualifying the Public Securities
      under state or foreign securities or Blue Sky laws (such fees shall not exceed
      $25,000 in the aggregate), (iv) filing fees incurred in listing the Company
      on
      the NASD OTC Bulletin Board, (v) fees and disbursements of the transfer, escrow
      and warrant agent, (vi) the Company's expenses associated with "due diligence"
      and "road show" meetings arranged by the Representative, and (vii) the
      preparation, binding and delivery of transaction "bibles," in form and style
      reasonably satisfactory to the Representative and transaction lucite cubes
      or
      similar commemorative items in a style and quantity as reasonably requested
      by
      the Representative. The Company also agrees that, if requested by the
      Representative, it will engage and pay up to $10,000 for an investigative search
      firm of the Representative's choice to conduct an investigation of the
      principals of the Company as shall be mutually selected by the Representative
      and the Company. The Representative may deduct from the net proceeds of the
      Offering payable to the Company on the Closing Date, or the Option Closing
      Date,
      if any, the expenses set forth in this Agreement to be paid by the Company
      to
      the Representative and others. 

     

    
      
        
        

      

      
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    3.11.2 Expenses
      Related to Business Combination.
      The
      Company further agrees that, in the event the Representative, at the request
      of
      the Company, assists the Company in trying to obtain stockholder approval of
      a
      proposed Business Combination, the Company agrees to reimburse the
      Representative for all reasonable out-of-pocket expenses, including, but not
      limited to, "road-show" and due diligence expenses.

     

    3.12 Application
      of Net Proceeds.
      The
      Company will apply the net proceeds from the Offering and Private Placement
      received by it in a manner consistent with the application described under
      the
      caption "Use of Proceeds" in the Registration Statement, Sale Preliminary
      Prospectus and Prospectus.

     

    3.13 Delivery
      of Earnings Statements to Security Holders.
      The
      Company will make generally available to its security holders as soon as
      practicable, but not later than the first day of the fifteenth full calendar
      month following the Effective Date, an earnings statement (which need not be
      certified by independent public or independent certified public accountants
      unless required by the Act or the Regulations,
      but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of
      the
      Act) covering a period of at least twelve consecutive months beginning after
      the
      Effective Date.

     

    3.14 Notice
      to FINRA.
      In the
      event any person or entity (regardless of any FINRA affiliation or association)
      is engaged to assist the Company in its search for a merger candidate or to
      provide any other merger and acquisition services, the Company will provide
      the
      following to FINRA and to Pali Capital prior to the consummation of the Business
      Combination: (i) complete details of all services and copies of agreements
      governing such services; and (ii) justification as to why the person or entity
      providing the merger and acquisition services should not be considered an
      "Underwriter and related person" with respect to the Company's initial public
      offering, as such term is defined in Rule 2710 of the NASD's Conduct Rules.
      The
      Company also agrees that proper disclosure of such arrangement or potential
      arrangement will be made in the proxy statement which the Company will file
      for
      purposes of soliciting stockholder approval for the Business
      Combination.

     

    3.15 Stabilization.
      Neither
      the Company, nor, to its knowledge, any of its employees, directors or
      stockholders (without the consent of the Representative), has taken or will
      take, directly or indirectly, any action designed to or that has constituted
      or
      that might reasonably be expected to cause or result in, under the Exchange
      Act,
      or otherwise, stabilization or manipulation of the price of any security of
      the
      Company to facilitate the sale or resale of the Public Securities.

     

    
      
        
        

      

      
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    3.16 Internal
      Controls.
      The
      Company will maintain a system of internal accounting controls sufficient to
      provide reasonable assurances that: (i) transactions are executed in accordance
      with management's general or specific authorization, (ii) transactions are
      recorded as necessary in order to permit preparation of financial statements
      in
      accordance with generally accepted accounting principles and to maintain
      accountability for assets, (iii) access to assets is permitted only in
      accordance with management's general or specific authorization, and (iv) the
      recorded accountability for assets is compared with existing assets at
      reasonable intervals and appropriate action is taken with respect to any
      differences.

     

    3.17 Accountants.
      Until
      the earlier of five years from the Effective Date or until such earlier time
      upon which the Company is required to be liquidated, the Company shall retain
      RK&C or another independent registered public accounting firm reasonably
      acceptable to the Representative.

     

    3.18 Form
      8-K.
      The
      Company shall, on the date hereof, retain its independent registered public
      accounting firm to audit the financial statements of the Company as of the
      Closing Date ("Audited Financial Statements") reflecting the receipt by the
      Company of the proceeds of the Offering and the Private Placement. As soon
      as
      the audited financial statements become available, the Company shall immediately
      file a current report on Form 8-K with the Commission, which report shall
      contain the Company's Audited Financial Statements.

     

    Upon
      the
      earlier to occur of (i) the expiration or termination of the Over-allotment
      Option and (ii) the exercise in full of the Over-allotment Option, the Company
      shall, subject to having filed the Current Report(s) on Form 8-K pursuant to
      the
      previous paragraph, promptly issue a press release announcing that separate
      trading of the Warrants and Common Stock will begin on the NASD OTC Bulletin
      Board.

    


    3.19 Corporate
      Proceedings.
      All
      corporate proceedings and other legal matters necessary to carry out the
      provisions of this Agreement and the transactions contemplated hereby shall
      have
      been done to the reasonable satisfaction to counsel for the
      Underwriters.

     

    3.20 Investment
      Company.
      The
      Company shall cause the proceeds of the Offering to be held in the Trust Account
      to be invested only in "Government Securities" (as defined in the Trust
      Agreement) and disclosed in the Registration Statement, Sale, Preliminary
      Prospectus or Prospectus. The Company will otherwise conduct its business in
      a
      manner so that it will not become subject to the Investment Company Act.
      Furthermore, once the Company consummates a Business Combination, it will be
      engaged in a business other than that of investing, reinvesting, owning, holding
      or trading securities. 

     

    3.21 Business
      Combination Announcement.
      Within
      four (4) business days following the consummation by the Company of a Business
      Combination, the Company shall cause an announcement ("Business Combination
      Announcement") to be placed, at its cost, in the Wall Street Journal, the New
      York Times and a third publication to be selected by the Representative
      announcing the consummation of the Business Combination and indicating that
      the
      Representative was the managing Underwriter in the Offering, in an aggregate
      amount not to exceed $5,000. The Company shall supply the Representative with
      a
      draft of the Business Combination Announcement and provide the Representative
      with a reasonable opportunity to comment thereon. The Company will not place
      the
      Business Combination Announcement without the final approval of the
      Representative, which such approval will not be unreasonably
      withheld.

     

    
      
        
        

      

      
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    3.22 Colorado
      Trust Filing.
      In the
      event the Securities are registered in the State of Colorado, the Company will
      cause a Colorado form ES to be filed with the Commissioner of the State of
      Colorado no less than 10 days prior to the distribution of the Trust Account
      in
      connection with a Business Combination and will do all things necessary to
      comply with Section 11-51-302 and Rule 51-3.4 of the Colorado Securities
      Act.

     

    3.23 Amendments
      to Certificate of Incorporation.
      

     

    (i) The
      Company covenants and agrees, that prior to its initial Business Combination
      it
      will not seek to amend or modify any of provisions (A) - (F) of
      Article Sixth of its Certificate of Incorporation.

     

    (ii)
      The
      Company acknowledges that the purchasers of the Public Securities in the
      Offering shall be deemed to be third party beneficiaries of this Agreement
      and
      specifically this Section 3.23.

     

    (iii)
      The
      Representative specifically advises the Company that it will not waive this
      Section 3.23 under any circumstances.

     

    3.24 Private
      Placement Proceeds.
      Prior
      to the Effective Date, the Company shall deposit $1,250,000 of the proceeds
      from
      the Private Placement in the Trust Account and shall provide Pali Capital with
      evidence of the same.

     

    3.25 Sarbanes-Oxley
      Act.
      The
      Company will take all necessary actions to ensure that, upon and at all times
      after the effectiveness of the Registration Statement, it will be in compliance
      in all material respects with all provisions of the Sarbanes-Oxley Act that
      are
      then in effect and applicable to it and shall take such steps as are necessary
      to ensure that it will be in compliance in all material respects with other
      provisions of the Sarbanes-Oxley Act not currently in effect upon the
      effectiveness of such provisions to the extent they are applicable to the
      Company.

     

    3.26 Forfeiture
      of Existing Stockholders’ Shares.
      If the
      Over-allotment Option is not exercised in full, then promptly following the
      earlier to occur of the expiration or termination of the Over-allotment Option,
      the Company will cause the Existing Stockholders to forfeit shares of Common
      Stock in an aggregate amount (up to 168,750 shares of Common Stock) sufficient
      to cause the Existing Stockholders to own a number of shares of Common Stock
      equal to 20% of the outstanding Common Stock after giving effect to the offering
      of the Units and the exercise, if any, of the Over-allotment Option. For the
      avoidance of doubt, if the Underwriters exercise the Over-allotment Option
      in
      full, the Existing Stockholders shall not be required to forfeit any shares
      of
      Common Stock pursuant to this Section 3.26. 

     

    4. Conditions
      of Underwriters' Obligations.
      The
      obligations of the several Underwriters to purchase and pay for the Units,
      as
      provided herein, shall be subject to the continuing accuracy of the
      representations and warranties of the Company as of the date hereof and as
      of
      each of the Closing Date and the Option Closing Date, if any, to the accuracy
      of
      the statements of officers of the Company made pursuant to the provisions hereof
      and to the performance by the Company of its obligations hereunder and to the
      following conditions:

     

    
      
        
        

      

      
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    4.1 Regulatory
      Matters.

     

    4.1.1 Effectiveness
      of Registration Statement.
      The
      Registration Statement shall have become effective not later than 4:30 p.m.,
      New
      York time, on the date of this Agreement or such later date and time as shall
      be
      consented to in writing by you, and, at each of the Closing Date and the Option
      Closing Date, no stop order suspending the effectiveness of the Registration
      Statement shall have been issued and no proceedings for the purpose shall have
      been instituted or shall be pending or contemplated by the Commission and any
      request on the part of the Commission for additional information shall have
      been
      complied with to the reasonable satisfaction of Kramer Levin, counsel to the
      Underwriters. 

     

    4.1.2 FINRA
      Clearance.
      By the
      Effective Date, the Representative shall have received clearance from FINRA
      as
      to the amount of compensation allowable or payable to the Underwriters as
      described in the Registration Statement.

     

    4.1.3 No
      Blue Sky Stop Orders.
      No
      order suspending the sale of the Units in any jurisdiction designated by you
      pursuant to Section 3.3 hereof shall have been issued on either on the Closing
      Date or the Option Closing Date, and no proceedings for that purpose shall
      have
      been instituted or shall be contemplated.

     

    4.1.4 The
      NASD OTC Bulletin Board.
      The
      Securities shall have been admitted and approved for quotation on the NASD
      OTC
      Bulletin Board.

     

    4.2 Company
      Counsel Matters.

     

    4.2.1 Closing
      Date and Option Closing Date Opinion of Counsel.
      On the
      Closing Date and the Option Closing Date, if any, the Representative shall
      have
      received the favorable opinion of Ellenoff Grossman & Schole LLP, dated the
      Closing Date or the Option Closing Date, as the case may be, addressed to the
      Representative and in form and substance reasonably satisfactory to Kramer
      Levin, covering the matters set forth on Appendix
      A
      hereto.

     

    4.2.2 Reliance.
      In
      rendering such opinion, such counsel may rely (i) as to matters involving the
      application of laws other than the laws of the United States and jurisdictions
      in which they are admitted, to the extent such counsel deems proper and to
      the
      extent specified in such opinion, if at all, upon an opinion or opinions (in
      form and substance reasonably satisfactory to Kramer Levin) or other counsel
      reasonably acceptable to Representative, familiar with the applicable laws,
      and
      (ii) as to matters of fact, to the extent they deem proper, on certificates
      or
      other written statements of officers of the Company and officers of departments
      of various jurisdictions having custody of documents respecting the corporate
      existence or good standing of the Company, provided that copies of any such
      statements or certificates shall be delivered to the Underwriters' counsel
      if
      requested. The opinion of counsel for the Company and any opinion relied upon
      by
      such counsel for the Company shall include a statement to the effect that it
      may
      be relied upon by counsel for the Underwriters in its opinion delivered to
      the
      Underwriters.


    
      
        
        

      

      
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    4.3 Cold
      Comfort Letter.
      At the
      time this Agreement is executed, and at each of the Closing Date and the Option
      Closing Date, if any, you shall have received a letter, addressed to the
      Representative and in form and substance satisfactory in all respects (including
      the non-material nature of the changes or decreases, if any, referred to in
      clause (iii) below) to you and to Kramer Levin from RK&C dated,
      respectively, as of the date of this Agreement and as of the Closing Date and
      the Option Closing Date, if any:

     

    (i)
      Confirming that they are independent accountants with respect to the Company
      within the meaning of the Act and the applicable Regulations and that they
      have
      not, during the periods covered by the financial statements included in the
      Preliminary Prospectus, Sale Preliminary Prospectus and the Prospectus, provided
      to the Company any non-audit services, as such term is used in Section 10A(g)
      of
      the Exchange Act;

     

    (ii)
      Stating that in their opinion the financial statements of the Company included
      in the Registration Statement, the Sale Preliminary Prospectus and Prospectus
      comply as to form in all material respects with the applicable accounting
      requirements of the Act and the published Regulations thereunder;

     

    (iii)
      Stating that, on the basis of their review which included a reading of the
      latest available unaudited interim financial statements of the Company (with
      an
      indication of the date of the latest available unaudited interim financial
      statements), a reading of the latest available minutes of the stockholders
      and
      board of directors and the various committees of the board of directors,
      consultations with officers and other employees of the Company responsible
      for
      financial and accounting matters and other specified procedures and inquiries,
      nothing has come to their attention which would lead them to believe that
      (a)
      the unaudited financial statements of the Company included in the Registration
      Statement, the Sale Preliminary Prospectus and Prospectus do not comply as
      to
      form in all material respects with the applicable accounting requirements of
      the
      Act and the Regulations or are not fairly presented in conformity with generally
      accepted accounting principles applied on a basis substantially consistent
      with
      that of the audited financial statements of the Company included in the
      Registration Statement, the Sale Preliminary Prospectus and Prospectus, or
      (b)
      at a date not later than five days prior to the Effective Date, Closing Date
      or
      Option Closing Date, as the case may be, there was any change in the capital
      stock or long-term debt of the Company, or any decrease in the stockholder's
      equity of the Company as compared with amounts shown in the May 25, 2007 balance
      sheet included in the Registration Statement, the Sale Preliminary Prospectus
      and the Prospectus, other than as set forth in or contemplated by the
      Registration Statement, the Sale Preliminary Prospectus and the Prospectus,
      or,
      if there was any decrease, setting forth the amount of such decrease and (c)
      during the period from May 25, 2007 to a specified date not later than five
      days
      prior to the Effective Date, Closing Date or Option Closing Date, as the case
      may be, there was any decrease in revenues, net earnings or net earnings per
      share of Common Stock, in each case as compared with the corresponding period
      in
      the preceding year and as compared with the corresponding period in the
      preceding quarter, other than as set forth in or contemplated by the
      Registration Statement, the Sale Preliminary Prospectus and Prospectus or,
      if
      there was any such decrease, setting forth the amount of such
      decrease;

     

    
      
        
        

      

      
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    (iv)
      Setting forth, at a date not later than five days prior to the Effective Date,
      the amount of liabilities of the Company (including a break-down of commercial
      papers and notes payable to banks);

     

    (v)
      Stating that they have compared specific dollar amounts, numbers of shares,
      percentages of revenues and earnings, statements and other financial information
      pertaining to the Company set forth in the Registration Statement and the Sale
      Preliminary Prospectus and Prospectus, in each case to the extent that such
      amounts, numbers, percentages, statements and information may be derived from
      the general accounting records, including work sheets, of the Company and
      excluding any questions requiring an interpretation by legal counsel, with
      the
      results obtained from the application of specified readings, inquiries and
      other
      appropriate procedures (which procedures do not constitute an examination in
      accordance with generally accepted auditing standards) set forth in the letter
      and found them to be in agreement; 

     

    (vi)
      Stating that they have not, since the Company's incorporation, provided the
      Company's management with any written communication in accordance with PCAOB
      Interim Auditing Standards AU Section 325, “Communications About Control
      Deficiencies in an Audit of Financial Statements”; and

     

    (vii)
      Statements as to such other matters incident to the transaction contemplated
      hereby as you may reasonably request.

     

    4.4 Officers'
      Certificates.

     

    4.4.1 Officers'
      Certificate.
      At each
      of the Closing Date and the Option Closing Date, if any, the Representative
      shall have received a certificate of the Company signed by the Chairman of
      the
      Board or the Chief Executive Officer and the Secretary or Assistant Secretary
      of
      the Company (in their capacities as such), dated the Closing Date or the Option
      Closing Date, as the case may be, respectively, to the effect that the Company
      has performed all covenants and complied with all conditions required by this
      Agreement to be performed or complied with by the Company prior to and as of
      the
      Closing Date, or the Option Closing Date, as the case may be, and that the
      conditions set forth in Section 4.5 hereof have been satisfied as of such date
      and that, as of Closing Date and the Option Closing Date, as the case may be,
      the representations and warranties of the Company set forth in Section 2 hereof
      are true and correct. In addition, the Representative will have received such
      other and further certificates of officers of the Company (in their capacities
      as such) as the Representative may reasonably request. 

     

    4.4.2 Secretary's
      Certificate.
      At each
      of the Closing Date and the Option Date, if any, the Representative shall have
      received a certificate of the Company signed by the Secretary or Assistant
      Secretary of the Company, dated the Closing Date or the Option Date, as the
      case
      may be, respectively, certifying (i) that the Certificate of Incorporation
      is
      true and complete, has not been modified and is in full force and effect, (ii)
      that the resolutions relating to the public offering contemplated by this
      Agreement are in full force and effect and have not been modified, (iii) all
      correspondence between the Company or its counsel and the Commission, and (iv)
      as to the incumbency of the officers of the Company. The documents referred
      to
      in such certificate shall be attached to such certificate.

     

    
      
        
        

      

      
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    4.5 No
      Material Changes.
      Prior
      to and on each of the Closing Date and the Option Closing Date, if any, (i)
      there shall have been no material adverse change or development involving a
      prospective material adverse change in the condition or prospects or the
      business activities, financial or otherwise, of the Company from the latest
      dates as of which such condition is set forth in the Registration Statement,
      the
      Sale Preliminary Prospectus and Prospectus, (ii) no action suit or proceeding,
      at law or in equity, shall have been pending or threatened against the Company
      or any Existing Stockholder before or by any court or federal or state
      commission, board or other administrative agency wherein an unfavorable
      decision, ruling or finding may materially adversely affect the business,
      operations, prospects or financial condition or income of the Company, except
      as
      set forth in the Registration Statement, the Sale Preliminary Prospectus and
      Prospectus, (iii) no stop order shall have been issued under the Act and no
      proceedings therefor shall have been initiated or threatened by the Commission,
      and (iv) the Registration Statement, the Sale Preliminary Prospectus and the
      Prospectus and any amendments or supplements thereto shall contain all material
      statements which are required to be stated therein in accordance with the Act
      and the Regulations and shall conform in all material respects to the
      requirements of the Act and the Regulations, and neither the Registration
      Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment
      or supplement thereto shall contain any 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.

     

    4.6 Delivery
      of Agreements.

     

    4.6.1 Effective
      Date Deliveries.
      On the
      Effective Date, the Company shall have delivered to the Representative executed
      copies of the Escrow Agreement, the Trust Agreement, the Warrant Agreement,
      the
      Services Agreement, the Subscription Agreement and all of the Insider Letters.
      

     

    4.6.2 Closing
      Date Deliveries.
      On the
      Closing Date, the Company shall have delivered to the Representative executed
      copies of the Representative's Purchase Option.

     

    4.7 Opinion
      of Counsel for the Underwriters.
      All
      proceedings taken in connection with the authorization, issuance or sale of
      the
      Securities as herein contemplated shall be reasonably satisfactory in form
      and
      substance to you and to Kramer Levin and you shall have received from such
      counsel a favorable opinion, dated the Closing Date and the Option Closing
      Date,
      if any, with respect to such matters as you and Kramer Levin may reasonably
      require. On or prior to the Effective Date, the Closing Date and the Option
      Closing Date, as the case may be, counsel for the Underwriters shall have been
      furnished such documents, certificates and opinions as they may reasonably
      require for the purpose of enabling them to review or pass upon the matters
      referred to in this Section 4.7, or in order to evidence the accuracy,
      completeness or satisfaction of any of the representations, warranties or
      conditions herein contained.

     

    4.8 Secondary
      Market Trading and Standard & Poor's.
      Unless
      the Securities are listed or quoted, as the case may be, on the New York Stock
      Exchange, the American Stock Exchange or the NASDAQ Global or Capital Market,
      the Company (a) shall take such steps as may be necessary to obtain a secondary
      market trading exemption for the Company's securities in the State of California
      and (b) shall also take such other action as
      may be
      reasonably requested by the Representative to obtain a secondary market trading
      exemption in such other states as may be requested by the
      Representative.

     

    
      
        
        

      

      
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    5. Indemnification.

     

    5.1 Indemnification
      Of Underwriters.

     

    5.1.1 General.
      Subject
      to the conditions set forth below, the Company agrees to indemnify and hold
      harmless each of the Underwriters, and each dealer selected by you that
      participates in the offer and sale of the Securities (each a "Selected Dealer")
      and each of their respective directors, officers and employees and each person,
      if any, who controls any such Underwriter ("Controlling Person") within the
      meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against
      any and all loss, liability, claim, damage and expense whatsoever (including
      but
      not limited to any and all legal or other expenses reasonably incurred in
      investigating, preparing or defending against any litigation, commenced or
      threatened, or any claim whatsoever, whether arising out of any action between
      any of the Underwriters and the Company or between any of the Underwriters
      and
      any third party or otherwise) to which they or any of them may become subject
      under the Act, the Exchange Act or any other statute or at common law or
      otherwise or under the laws of foreign countries, arising out of or based upon
      any untrue statement or alleged untrue statement of a material fact contained
      in
      (i) any Preliminary Prospectus, the Registration Statement, Sale Preliminary
      Prospectus or the Prospectus (as from time to time each may be amended and
      supplemented); (ii) any materials or information provided to investors by,
      or
      with the approval of, the Company in connection with the marketing of the
      offering of the Securities, including any "road show" or investor presentations
      made to investors by the Company (whether in person or electronically); (iii)
      any application or other document or written communication (in this Section
      5,
      collectively called "application") executed by the Company or based upon written
      information furnished by the Company in any jurisdiction in order to qualify
      the
      Units under the securities laws thereof or filed with the Commission, any state
      securities commission or the OTC Bulletin Board; or (iv) any post effective
      amendments to the Registration Statement or Prospectus or new Registration
      Statement or Prospectus filed by the Company with the Commission, any state
      securities commission or agency, the OTC Bulletin Board or any other securities
      exchange in which is included any of the Representative's Securities, or the
      omission or alleged omission from any Preliminary Prospectus, the Registration
      Statement, Sale Preliminary Prospectus or the Prospectus or subsequent filing
      by
      the Company under clause (iv) above of a material fact required to be stated
      therein or necessary to make the statements therein, in the light of the
      circumstances under which they were made, not misleading, unless (x) such
      statement or omission was made in reliance upon and in conformity with written
      information furnished to the Company with respect to an Underwriter by or on
      behalf of such Underwriter expressly for use in any Preliminary Prospectus,
      the
      Registration Statement, Sale Preliminary Prospectus or Prospectus, or any
      amendment or supplement thereof, or in any application, as the case may be,
      or
      (y) the
      use
      of the Sale Preliminary Prospectus or Prospectus in violation of any stop order
      or other notice received by any Underwriter indicating the then-current
      Prospectus is not to be used in connection with the sale of any
      Securities.
      With
      respect to any untrue statement or omission or alleged untrue statement or
      omission made in the Preliminary Prospectus, the indemnity agreement contained
      in this paragraph shall not inure to the benefit of any Underwriter to the
      extent that any loss, liability, claim, damage or expense of such Underwriter
      results from the fact that a copy of the Prospectus was not given or sent to
      the
      person asserting any such loss, liability, claim or damage at or prior to the
      written confirmation of sale of the Securities to such person as required by
      the
      Act and the Regulations, and if the untrue statement or omission has been
      corrected in the Prospectus, unless such failure to deliver the Prospectus
      was a
      result of non-compliance by the Company with its obligations under Section
      3.4
      hereof. The Company agrees promptly to notify the Representative of the
      commencement of any litigation or proceedings against the Company or any of
      its
      officers, directors or controlling persons in connection with the issue and
      sale
      of the Securities or in connection with the Registration Statement, Sale
      Preliminary Prospectus or Prospectus.

     

    
      
        
        

      

      
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    5.1.2 Procedure.
      If any
      action is brought against an Underwriter, a Selected Dealer or a controlling
      person in respect of which indemnity may be sought against the Company pursuant
      to Section 5.1.1, such Underwriter or Selected Dealer shall promptly notify
      the
      Company in writing of the institution of such action and the Company shall
      assume the defense of such action, including the employment and fees of counsel
      (subject to the reasonable approval of such Underwriter or Selected Dealer,
      as
      the case may be) and payment of actual expenses. Such Underwriter, Selected
      Dealer or controlling person shall have the right to employ its or their own
      counsel in any such case, but the fees and expenses of such counsel shall be
      at
      the expense of such Underwriter, Selected Dealer or controlling person unless
      (i) the employment of such counsel at the expense of the Company shall have
      been
      authorized in writing by the Company in connection with the defense of such
      action, or (ii) the Company shall not have employed counsel to have charge
      of
      the defense of such action, or (iii) such indemnified party or parties shall
      have reasonably
      concluded that there may be defenses available to it or them which are different
      from or additional to those available to the Company (in which case the Company
      shall not have the right to direct the defense of such action on behalf of
      the
      indemnified party or parties), in any of which events the reasonable fees and
      expenses of not more than one additional firm of attorneys selected by the
      Underwriter, Selected Dealer and/or controlling person shall be borne by the
      Company. Notwithstanding anything to the contrary contained herein, if the
      Underwriter, Selected Dealer or controlling person shall assume the defense
      of
      such action as provided above, the Company shall have the right to approve
      the
      terms of any settlement of such action which approval shall not be unreasonably
      withheld.

     

    5.2 Indemnification
      of the Company.
      Each
      Underwriter, severally and not jointly, agrees to indemnify and hold harmless
      the Company, its directors, officers and employees and agents who control the
      Company within the meaning of Section 15 of the Act or Section 20 of the
      Exchange Act against any and all loss, liability, claim, damage and expense
      described in the foregoing indemnity from the Company to the several
      Underwriters, as incurred, but only with respect to untrue statements or
      omissions, or alleged untrue statements or omissions made in any Preliminary
      Prospectus, the Registration Statement, Sale Preliminary Prospectus or
      Prospectus or any amendment or supplement thereto or in any application, in
      reliance upon, and in strict conformity with, written information furnished
      to
      the Company with respect to such Underwriter by or on behalf of the Underwriter
      expressly for use in such Preliminary Prospectus, the Registration Statement,
      Sale Preliminary Prospectus or Prospectus or any amendment or supplement thereto
      or in any such application. In case any action shall be brought against the
      Company or any other person so indemnified based on any Preliminary Prospectus,
      the Registration Statement, Sale Preliminary Prospectus or Prospectus or any
      amendment or supplement thereto or any application, and in respect of which
      indemnity may be sought against any Underwriter, such Underwriter shall have
      the
      rights and duties given to the Company, and the Company and each other person
      so
      indemnified shall have the rights and duties given to the several Underwriters
      by the provisions of Section 5.1.2.

     

    
      
        
        

      

      
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    5.3 Contribution.

     

    5.3.1 Contribution
      Rights.
      In
      order to provide for just and equitable contribution under the Act in any case
      in which (i) any person entitled to indemnification under this Section 5 makes
      claim for indemnification pursuant hereto but it is judicially determined (by
      the entry of a final judgment or decree by a court of competent jurisdiction
      and
      the expiration of time to appeal or the denial of the last right of appeal)
      that
      such indemnification may not be enforced in such case notwithstanding the fact
      that this Section 5 provides for indemnification in such case, or (ii)
      contribution under the Act, the Exchange Act or otherwise may be required on
      the
      part of any such person in circumstances for which indemnification is provided
      under this Section 5, then, and in each such case, the Company and the
      Underwriters shall contribute to the aggregate losses, liabilities, claims,
      damages and expenses of the nature contemplated by said indemnity agreement
      incurred by the Company and the Underwriters, as incurred, in such proportions
      that the Underwriters are responsible for that portion represented by the
      percentage that the underwriting discount appearing on the cover page of the
      Prospectus bears to the initial offering price appearing thereon and the Company
      is responsible for the balance; provided, that, no person guilty of a fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Act) shall be
      entitled to contribution from any person who was not guilty of such fraudulent
      misrepresentation. If the allocation provided by the immediately preceding
      sentence is unavailable for any reason, the Company and the Underwriters shall
      contribute in such proportion as is appropriate to reflect the relative fault
      of
      the Company and the Underwriters in connection with the actions or omissions
      which resulted in such loss, claim, damage, liability or action, as well as
      any
      other relevant equitable considerations. The relative fault of the Company
      and
      the Underwriters shall be determined by reference to, among other things,
      whether the untrue or alleged untrue statement of a material fact or the
      omission or alleged omission to state a material fact relates to information
      supplied by the Company or the Underwriters and the parties' relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      statement or omission. Notwithstanding the provisions of this Section 5.3.1,
      no
      Underwriter shall be required to contribute any amount in excess of the amount
      by which the total price at which the Public Securities underwritten by it
      and
      distributed to the public were offered to the public exceeds the amount of
      any
      damages that such Underwriter has otherwise been required to pay in respect
      of
      such losses, liabilities, claims, damages and expenses. For purposes of this
      Section, each director, officer and employee of an Underwriter or the Company,
      as applicable, and each person, if any, who controls an Underwriter or the
      Company, as applicable, within the meaning of Section 15 of the Act shall have
      the same rights to contribution as the Underwriters or the Company, as
      applicable. 

     

    5.3.2 Contribution
      Procedure.
      Within
      fifteen days after receipt by any party to this Agreement (or its
      representative) of notice of the commencement of any action, suit or proceeding,
      such party will, if a claim for contribution in respect thereof is to be made
      against another party ("contributing party"), notify the contributing party
      of
      the commencement thereof, but the omission to so notify the contributing party
      will not relieve it from any liability which it may have to any other party
      other than for contribution hereunder. In case any such action, suit or
      proceeding is brought against any party, and such party notifies a contributing
      party or its representative of the commencement thereof within the aforesaid
      fifteen days, the contributing party will be entitled to participate therein
      with the notifying party and any other contributing party similarly notified.
      Any such contributing party shall not be liable to any party seeking
      contribution on account of any settlement of any claim, action or proceeding
      effected by such party seeking contribution on account of any settlement of
      any
      claim, action or proceeding effected by such party seeking contribution without
      the written consent of such contributing party. The contribution provisions
      contained in this Section are intended to supersede, to the extent permitted
      by
      law, any right to contribution under the Act, the Exchange Act or otherwise
      available. The Underwriters' obligations to contribute pursuant to this Section
      5.3 are several and not joint.

     

    
      
        
        

      

      
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    6. Default
      by an Underwriter.

     

    6.1 Default
      Not Exceeding 10% of Firm Units or Option Units.
      If any
      Underwriter or Underwriters shall default in its or their obligations to
      purchase the Firm Units or the Option Units, if the Over-Allotment Option is
      exercised, hereunder, and if the number of the Firm Units or Option Units with
      respect to which such default relates does not exceed in the aggregate 10%
      of
      the number of Firm Units or Option Units that all Underwriters have agreed
      to
      purchase hereunder, then such Firm Units or Option Units to which the default
      relates shall be purchased by the non-defaulting Underwriters in proportion
      to
      their respective commitments hereunder.

     

    6.2 Default
      Exceeding 10% of Firm Units or Option Units.
      In the
      event that the default addressed in Section 6.1 above relates to more than
      10%
      of the Firm Units or Option Units, you may in your discretion arrange for
      yourself or for another party or parties to purchase such Firm Units or Option
      Units to which such default relates on the terms contained herein. If within
      one
      Business Day after such default relating to more than 10% of the Firm Units
      or
      Option Units you do not arrange for the purchase of such Firm Units or Option
      Units, then the Company shall be entitled to a further period of one Business
      Day within which to procure another party or parties satisfactory to you to
      purchase said Firm Units or Option Units on such terms. In the event that
      neither you nor the Company arrange for the purchase of the Firm Units or Option
      Units to which a default relates as provided in this Section 6, this Agreement
      will be terminated by you or the Company without liability on the part of the
      Company (except as provided in Sections 3.11.1 and 5 hereof) or the several
      Underwriters (except as provided in Section 5 hereof); provided, however, that
      if such default occurs with respect to the Option Units, this Agreement will
      not
      terminate as to the Firm Units; and provided further that nothing herein shall
      relieve a defaulting Underwriter of its liability, if any, to the other several
      Underwriters and to the Company for damages occasioned by its default
      hereunder.

     

    6.3 Postponement
      of Closing Date.
      In the
      event that the Firm Units or Option Units to which the default relates are
      to be
      purchased by the non-defaulting Underwriters, or are to be purchased by another
      party or parties as aforesaid, you or the Company shall have the right to
      postpone the Closing Date or option Closing Date for a reasonable period, but
      not in any event exceeding five (5) business days, in order to effect whatever
      changes may thereby be made necessary in the Registration Statement or the
      Sale
      Preliminary Prospectus or Prospectus or in any other documents and arrangements,
      and the Company agrees to file promptly any amendment to the Registration
      Statement or the Prospectus that in the opinion of counsel for the Underwriters
      may thereby be made necessary. The term "Underwriter" as used in this Agreement
      shall include any party substituted under this Section 6 with like effect as
      if
      it had originally been a party to this Agreement with respect to such
      securities. 

     

    
      
        
        

      

      
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    7. Intentionally
      Omitted.
      

     

    8. Additional
      Covenants.

     

    8.1 Additional
      Shares or Options.
      The
      Company hereby agrees that until the consummation of a Business Combination,
      it
      shall not issue any Common Stock (except with respect to any exercise of
      Warrants) or any options or other securities convertible into Common Stock,
      or
      any shares of preferred stock or other securities of the Company which
      participate or may participate in any manner in the Trust Account or which
      vote
      as a class with the Common Stock on a Business Combination.

     

    8.2 Amendments
      to Insider Letters, Subscription Agreement and Trust Account.
      The
      Company shall not take any action or omit to take any action which would cause
      a
      breach of any of the Insider Letters executed between each existing stockholder
      and Pali Capital or the Subscription Agreement executed between FMGI and the
      Company and will not allow any amendments to, or waivers of, such Insider
      Letters, Subscription Agreement or the Trust Account without the prior written
      consent of the Representative.

     

    8.3 Prohibition
      on Amendment of Certificate of Incorporation.
      The
      Company shall not take any action or omit to take any action that would cause
      the Company to be in breach or violation of its Certificate of Incorporation.
      Except as set forth in Section 3.23, prior to the consummation of a Business
      Combination, the Company will not, other than pursuant to the terms of the
      Amended and Restated Certificate of Incorporation, amend its Amended and
      Restated Certificate of Incorporation without the prior written consent of
      the
      holders holding not less than 95% of the Public Securities.

     

    8.4 Acquisition/Liquidation
      Procedure.
      The
      Company agrees: (i) prior to the consummation of any Business Combination,
      it
      will submit such transaction to the Company's stockholders for their approval
      ("Business Combination Vote") even if the nature of the acquisition is such
      as
      would not ordinarily require stockholder approval under the laws of the state
      of
      Delaware; and (ii) in the event that the Company does not effect a Business
      Combination within twenty-four (24) months from the consummation of the offering
      (the "Termination Date"), this shall trigger an automatic winding-up of the
      Company and the trust account will be liquidated to holders of IPO shares in
      the
      manner described in the Sale Preliminary Prospectus and the Prospectus as soon
      as reasonably practicable, and subject to the requirements of the laws of the
      state of Delaware. For purposes of this Section 8.4, the term "IPO shares"
      means
      the Common Stock contained in the public securities. 

     

    8.4.1 Upon
      liquidation of the Trust Account, subject to the requirements of the laws of
      the
      State of Delaware, the Company will distribute only to the holders of IPO Shares
      an aggregate sum equal to the Company's Liquidation Value, which sum shall
      be
      distributed Pro Rata among the holders of the IPO Shares. The Company's
      "Liquidation Value" means: (i) all of the all principal and accrued interest
      contained within the Trust Account, less any amounts previously distributed
      to
      the Company out of the interest earned on the Trust Account pursuant to the
      terms of the Trust Agreement (after payment of, or provision for, applicable
      taxes and claims of creditors) PLUS (ii) all cash and other liquid assets (which
      shall be reduced to cash as part of the Company's winding up) then held by
      the
      Company outside of the Trust Account, all as distributed in amounts to the
      holders as determined by CST, as trustee of the Trust Account. Only holders
      of
      IPO Shares as of the record date for the distribution shall be entitled to
      receive liquidating distributions with respect to the IPO Shares they
      beneficially own and the Company shall pay no liquidating distributions with
      respect to any other shares of capital stock of the Company, including the
      shares of Common Stock held by the Existing Stockholders prior to the Offering
      (but shall include Common Stock underlying the Placement Warrants and Common
      Stock purchased by Existing Stockholders after the Offering).

     

    
      
        
        

      

      
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    8.4.2 With
      respect to the Business Combination Vote, the Company shall use its commercially
      reasonable efforts to cause the Existing Stockholders to vote all Common Stock
      owned by them immediately prior to the Offering in accordance with the vote
      of
      holders of a majority of the IPO Shares present, in person or by proxy, at
      a
      meeting of the Company's stockholders in connection with the Business
      Combination Vote.

     

    8.4.3 At
      the
      time the Company seeks approval of any potential Business Combination (prior
      to
      the confirmation of its initial Business Combination), the Company will offer
      each of the holders of the IPO Shares the right to convert their IPO Shares
      into
      a pro rata share of the Trust Account (the "Conversion Price"). If holders
      of
      less than 30% in interest of the Common Stock vote against such approval of
      a
      Business Combination, the Company may, but will not be required to, proceed
      with
      such Business Combination. If the Company elects to so proceed, it will convert
      shares of Common Stock, based upon the Conversion Price, from those holders
      of
      Common Stock who affirmatively requested such conversion and who voted against
      the Business Combination as provided under the laws of the State of Delaware.
      If
      holders of 30% or more in interest of the Common Stock vote against approval
      of
      any potential Business Combination, the Company will not proceed with such
      Business Combination and may seek another Business Combination or
      liquidate.

     

    8.5 Rule
      419.
      The
      Company agrees that it will use its best efforts to prevent the Company from
      becoming subject to Rule 419 under the Act prior to the consummation of any
      Business Combination, including but not limited to using its best efforts to
      prevent any of the Company's outstanding securities from being deemed to be
      a
      "Penny Stock" as defined in Rule 3a-51-1 under the Exchange Act during such
      period.

     

    8.6 Affiliated
      Transactions.
      Except
      as disclosed on the Registration Statement, the Company shall cause each of
      the
      existing stockholders to agree that, in order to minimize potential conflicts
      of
      interest which may arise from multiple affiliations, the existing stockholders
      will present to the Company for its consideration, prior to presentation to
      any
      other person or Company, any suitable opportunity to acquire an operating
      business, until the earlier of the consummation by the Company of a Business
      Combination, the liquidation of the Company or until such time
      as
      the existing stockholders cease to be an officer or director of the Company,
      subject to any pre-existing fiduciary or contractual obligations the existing
      stockholders might have.

     

    
      
        
        

      

      
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    8.7 Target
      Net Assets.
      The
      Company agrees that the initial target business that it acquires must have
      a
      fair market value equal to at least 80% of the Company's net assets held in
      trust, net of taxes (all of the Company's assets, including the funds held
      in
      the Trust Account, less the Company's liabilities and deferred fees) at the
      time
      of such Business Combination. The fair market value of such business must be
      determined by the board of directors of the Company based upon standards
      generally accepted by the financial community, such as actual and potential
      sales, earnings and cash flow and book value. If the board of directors of
      the
      Company is not able to independently determine that the target business has
      a
      fair market value of at least 80% of the Company's net assets held in trust,
      net
      of taxes, at the time of such acquisition, or if the target business is
      affiliated with any of the existing stockholders, the Company will obtain an
      opinion from an unaffiliated, independent investment banking firm which is
      a
      member of FINRA with respect to the satisfaction of such criteria. The Company
      is not required to obtain an opinion from an investment banking firm as to
      the
      fair market value if the Company's board of directors independently determines
      that the target business does have sufficient fair market value.

     

    8.8 Trust
      Account Waiver Acknowledgments.
      The
      Company hereby agrees it will use best efforts, prior to commencing its due
      diligence investigation of any operating business or businesses which the
      Company seeks to acquire (each, a "Target Business") or obtaining the services
      of any vendor, to obtain from such Target Business or vendor an acknowledgment
      in writing, whether through a letter of intent, memorandum of understanding
      or
      other similar document (and subsequently acknowledges the same in any definitive
      document replacing any of the foregoing), that (a) it has read the Prospectus
      and understands that the Company has established the Trust Account, initially
      in
      an amount of $35,640,000 (without
      giving effect to any exercise of the Over-allotment Option) for the benefit
      of
      the Public Stockholders and that, except for a portion of the interest earned
      on
      the amounts held in the Trust Account, the Company may disburse monies from
      the
      Trust Account only: (i) to the Public Stockholders in the event of the
      conversion of their shares or the dissolution and liquidation of the Trust
      Account as part of the Company's plan of dissolution and liquidation or (ii)
      to
      the Company after it consummates a Business Combination and (b) for and in
      consideration of the Company (1) agreeing to evaluate such target business
      for
      purposes of consummating a Business Combination with it or (2) agreeing to
      engage the services of the vendor, as the case may be, such target business
      or
      vendor agrees that it does not have any right, title, interest or claim of
      any
      kind in or to any monies of the Trust Account ("claim") and waives any claim
      it
      may have in the future as a result of, or arising out of, any negotiations,
      contracts or agreements with the Company and will not seek recourse against
      the
      Trust Account for any reason whatsoever. The foregoing letters shall
      substantially be in the form attached hereto as Exhibits
      A and B,
      respectively.

     

    8.9 Proxy
      and Other Information.
      The
      Company shall provide counsel to the Representative with ten copies of all
      proxy
      information and all related material filed with the Commission in connection
      with a Business Combination concurrently with such filing with the Commission.
      In addition, the Company shall furnish any other state in which its initial
      public offering was registered, such information as may be requested by such
      state.

     

    9. Representations
      and Agreements to Survive Delivery.
      Except
      as the context otherwise requires, all representations, warranties and
      agreements contained in this Agreement shall be deemed to be representations,
      warranties and agreements as of the Closing Dates and such representations,
      warranties and agreements of the Underwriters and the Company, including the
      indemnity agreements contained in Section 5 hereof, shall remain operative
      and
      in full force and effect regardless of any investigation made by or on behalf
      of
      any Underwriter, the Company or any controlling person, and shall survive
      termination of this Agreement or the issuance and delivery of the Securities
      to
      the several Underwriters until the earlier of the expiration of any applicable
      statute of limitations and the seventh anniversary of the later of the Closing
      Date or the Option Closing Date, if any, at which time the representations,
      warranties and agreements shall terminate and be of no further force and effect.
      

     

    
      
        
        

      

      
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    10. Effective
      Date of This Agreement and Termination Thereof.

     

    10.1 Effective
      Date.
      This
      Agreement shall become effective on the Effective Date at the time the
      Registration Statement is declared effective by the Commission.

     

    10.2 Termination.
      You
      shall have the right to terminate this Agreement at any time prior to the
      Closing Date, (i) if any domestic or international event or act or occurrence
      has materially disrupted, or in your opinion will in the immediate future
      materially disrupt, general securities markets in the United States; or (ii)
      if
      trading on the New York Stock Exchange, the American Stock Exchange, the NASDAQ
      Stock Market or on the NASD OTC Bulletin Board (or successor trading market)
      shall have been suspended, or minimum or maximum prices for trading shall have
      been fixed, or maximum ranges for prices for securities shall have been fixed,
      or maximum ranges for prices for securities shall have been required on the
      New
      York Stock Exchange, the American Stock Exchange, NASDAQ Stock Market or on
      the
      NASD OTC Bulletin Board (or successor trading market) or by order of the
      Commission or any other government authority having jurisdiction, or (iii)
      if
      the United States shall have become involved in a new war or an increase in
      major hostilities, or (iv) if a banking moratorium has been declared by a New
      York State or federal authority, or (v) if a moratorium on foreign exchange
      trading has been declared which materially adversely impacts the United States
      securities market, or (vi) if the Company shall have sustained a material loss
      by fire, flood, accident, hurricane, earthquake, theft, sabotage or other
      calamity or malicious act which, whether or not such loss shall have been
      insured, will, in your opinion, make it inadvisable to proceed with the delivery
      of the Public Securities, or (vii) upon the suspension of trading of the
      Company’s securities by the NASD OTC Bulletin Board, the Commission, or any
      other governmental authority, or (viii) if any of the Company's representations,
      warranties or covenants hereunder are breached and are not cured within five
      (5)
      Business Days of receipt of written notice of such breach, or (ix) if the
      Representative shall have become aware after the date hereof of such a material
      adverse change in the conditions or prospects of the Company, or such adverse
      material change in general market conditions, including without limitation
      as a
      result of terrorist activities after the date hereof, as in the Representative's
      judgment would make it impracticable to proceed with the offering, sale and/or
      delivery of the Public Securities or to enforce contracts made by the
      Underwriters for the sale of the Public Securities.

     

    10.3 Expenses.
      In the
      event that this Agreement shall not be carried out for any reason whatsoever,
      other than as a result of the Representative’s or any Underwriters’ material
      breach or default with respect to any of its material obligations, within the
      time specified herein or any extensions thereof pursuant to the terms herein,
      the obligations of the Company to pay the out of pocket expenses related to
      the
      transactions contemplated herein shall be governed by Section 3.11
      hereof.


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    10.4 Indemnification.
      Notwithstanding any contrary provision contained in this Agreement, any election
      hereunder or any termination of this Agreement, and whether or not this
      Agreement is otherwise carried out, the provisions of Section 5 shall not be
      in
      any way effected by, such election or termination or failure to carry out the
      terms of this Agreement or any part hereof.

     

    11. Miscellaneous.

     

    11.1 Notices.
      All
      communications hereunder, except as herein otherwise specifically provided,
      shall be in writing and shall be mailed by U.S. first class mail or delivered
      by
      courier and shall be deemed given five business days after deposited in the
      mail
      or when delivered if sent by courier to the following addresses:

     

    
      	 	
              If
                to the Representative:

            
	 	 
	 	
              Pali
                Capital, Inc.

            
	 	
              650
                Fifth Avenue, 6th Floor

            
	 	
              New
                York, New York 10019

            
	 	
              Attn:
                Michael Powell

            
	 	
              Facsimile:
                (212) 259-2093

            
	 	 
	 	
              Copy
                to:

            
	 	 
	 	
              Kramer
                Levin Naftalis & Frankel LLP

            
	 	
              1177
                Avenue of the Americas

            
	 	
              New
                York, New York 10036

            
	 	
              Attn:
                Christopher Auguste, Esq.

            
	 	
              Facsimile:
                (212) 715-8000

            
	 	 
	 	
              If
                to the Company:

            
	 	 
	 	
              FMG
                Acquisition Corp.

            
	 	
              Four
                Forest Park, Second Floor

            
	 	
              Farmington,
                Connecticut 06032

            
	 	
              Attn:
                Gordon G. Pratt, Chairman, President and Chief Executive
                Officer

            
	 	
              Facsimile:
                (860) 677-2701

            
	 	 
	 	
              Copy
                to:

            
	 	 
	 	
              Ellenoff
                Grossman & Schole LLP

            
	 	
              370
                Lexington Avenue

            
	 	
              New
                York, New York 10017 

            
	 	
              Attn:
                Douglas S. Ellenoff, Esq.

            
	 	
              Facsimile:
                (212) 370-7889

            


    


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    


    11.2 Headings.
      The
      headings contained herein are for the sole purpose of convenience of reference,
      and shall not in any way limit or affect the meaning or interpretation of any
      of
      the terms or provisions of this Agreement.

     

    11.3 Amendment.
      This
      Agreement may only be amended by a written instrument executed by each of the
      parties hereto.

     

    11.4 Entire
      Agreement.
      This
      Agreement (together with the other agreements and documents being delivered
      pursuant to or in connection with this Agreement) constitute the entire
      agreement of the parties hereto with respect to the subject matter hereof and
      thereof, and supersede all prior agreements and understandings of the parties,
      oral and written, with respect to the subject matter hereof.

     

    11.5 Binding
      Effect.
      This
      Agreement shall inure solely to the benefit of and shall be binding upon the
      Representative, the Underwriters, the Company and the controlling persons,
      directors and officers referred to in Section 5 hereof, and their respective
      successors, legal representatives and assigns, and no other person shall have
      or
      be construed to have any legal or equitable right, remedy or claim under or
      in
      respect of or by virtue of this Agreement or any provisions herein contained.
      This agreement and all conditions and provisions hereof are intended to be
      for
      the sole and exclusive benefit of the parties hereto and said controlling
      persons and their respective successors, officers, directors, heirs and legal
      representatives, and it is not for the benefit of any other person. The term
      "successors and assigns" shall not include a purchaser, in its capacity as
      such,
      of securities from any of the Underwriters. The Company acknowledges and agrees
      that: (i) the sale and issuance of the securities pursuant to this Agreement
      is
      an arm's-length commercial transaction between the Company and the Underwriters;
      (ii) in connection therewith and with the process leading to the offering,
      the
      Underwriters are acting solely as a principal and not the agent or fiduciary
      of
      the Company; (iii) no Underwriter has assumed an advisory or fiduciary
      responsibility in favor of the Company with respect to the offering contemplated
      hereby or the process leading thereto, including any negotiation related to
      the
      pricing of the securities; and (iv) the Company has
      consulted its own legal and financial advisors to the extent it has deemed
      appropriate in connection with this Agreement and the offering.

     

    11.6 Governing
      Law.
      This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of New York, without giving effect to conflicts of law
      principles that would result in the application of the substantive laws of
      another jurisdiction. The Company hereby agrees that any action, proceeding
      or
      claim against it arising out of, or relating in any way to this Agreement shall
      be brought and enforced in the courts of the State of New York for the Southern
      District of New York, and irrevocably submits to such jurisdiction, which
      jurisdiction shall be exclusive. The Company hereby waives any objection to
      such
      exclusive jurisdiction and that such courts represent an inconvenient forum.
      Any
      such process or summons to be served upon the Company may be served by
      transmitting a copy thereof by registered or certified mail, return receipt
      requested, postage prepaid, addressed to it at the address set forth in Section
      11.1 hereof. Such mailing shall be deemed personal service and shall be legal
      and binding upon the Company in any action, proceeding or claim. The Company
      agrees that the prevailing party(ies) in any such action shall be entitled
      to
      recover from the other party(ies) all of its reasonable attorneys' fees and
      expenses relating to such action or proceeding and/or incurred in connection
      with the preparation therefor.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    11.7 Execution
      In Counterparts.
      This
      Agreement may be executed in one or more counterparts, and by the different
      parties hereto in separate counterparts, each of which shall be deemed to be
      an
      original, but all of which taken together shall constitute one and the same
      agreement, and shall become effective when one or more counterparts has been
      signed by each of the parties hereto and delivered to each of the other parties
      hereto. Delivery of a signed counterpart of this Agreement via fax or email/.pdf
      transmission shall constitute valid and sufficient delivery hereof.

     

    11.8 Waiver,
      Etc.
      The
      Failure of any of the parties hereto to at any time enforce any of the
      provisions of this Agreement shall not be deemed or construed to be a waiver
      of
      any such provision, nor to in any way effect the validity of this Agreement
      or
      any provision hereof or the right of any of the parties hereto to thereafter
      enforce each and every provision of this Agreement. No waiver of any breach,
      non-compliance or non-fulfillment of any of the provisions of this Agreement
      shall be effective unless set forth in a written instrument executed by the
      party or parties against whom or which enforcement of such waiver is sought;
      and
      no waiver of any such breach, non-compliance or non-fulfillment shall be
      construed or deemed to be a waiver of any other or subsequent breach,
      non-compliance or non-fulfillment.

     

    11.9 No
      Fiduciary Relationship.
      The
      Company hereby acknowledges that the Underwriters are acting solely as
      Underwriters in connection with the offering of the Company's securities. The
      Company further acknowledges that the Underwriters are acting pursuant to a
      contractual relationship created solely by this Agreement entered into on an
      arm's length basis and in no event do the parties intend that the Underwriters
      act or be responsible as a fiduciary to the Company, its management,
      stockholders, creditors or any other person in connection with any activity
      that
      the Underwriters may undertake or have undertaken in furtherance of the offering
      of the Company's securities, either before or after the date hereof. The
      Underwriters hereby expressly disclaim any fiduciary or similar obligations
      to
      the Company, either in connection with the transactions contemplated by this
      Agreement or any matters leading up to such transactions, and the Company hereby
      confirms its understanding and agreement to that effect. The Company and the
      Underwriters agree that they are each responsible for making their own
      independent judgments with respect to any such transactions, and that any
      opinions or views expressed by the Underwriters to the Company regarding such
      transactions, including but not limited to any opinions or views with respect
      to
      the price or market for the Company's securities, do not constitute advice
      or
      recommendations to the Company. The Company hereby waives and releases, to
      the
      fullest extent permitted by law, any claims that the Company may have against
      the Underwriters with respect to any breach or alleged breach of any fiduciary
      or similar duty to the Company in connection with the transactions contemplated
      by this Agreement or any matters leading up to such transactions. 

     

    [signature
      page follows]

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    


    If
      the
      foregoing correctly sets forth the understanding between the Underwriters and
      the Company, please so indicate in the space provided below for that purpose,
      whereupon this letter shall constitute a binding agreement between
      us.

     

    
      	
              Very
                truly yours,

            
	 
	
              FMG
                ACQUISITION CORP.

            
	 
	
              By:

            	
              /s/
                Gordon G. Pratt

            
	
              Name:

            	
              Gordon
                G. Pratt

            
	
              Title:

            	
              President
                and CEO

            
	 	 
	
              Accepted
                on the date first 

              above
                written.

            
	 
	
              PALI
                CAPITAL, INC.

            
	 	 
	
              By:

            	
              /s/
                Hilary Bergman

            
	
              Name:

            	
              Hilary
                Bergman

            
	
              Title:

            	
              Chief
                Administrative Officer

            
	 	 
	
              For
                themselves and the other several

            
	
              Underwriters
                named in Schedule I

            
	
              to
                the foregoing Agreement

            


    


    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      I

     

    FMG
      ACQUISITION CORP.

     

    4,500,000
      UNITS

    


    
      	
              Underwriter

            	 	
              Number
                of Firm Units

              To
                be Purchased

            	 
	
              Pali
                Capital, Inc.

            	 	 	
              3,375,000

            	 
	
              Maxim
                Group LLC

            	 	 	
              1,125,000

            	 
	
              Total

            	 	 	
              4,500,000

            	 


    

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    


    APPENDIX
      A

    


    
      	 	
              1.

            	
              The
                Company has been duly organized and, based solely on a certificate
                of good
                standing from the state of its incorporation, is validly existing
                as a
                corporation and is in good standing under the laws of its state of
                incorporation. The Company is duly qualified and licensed and in
                good
                standing in the State of
                Connecticut.

            


    

     

    
      	 	
              2.

            	
              All
                issued and outstanding securities of the Company (including, without
                limitation, the Placement Warrants) have been duly authorized and
                validly
                issued and are fully paid and non-assessable; the holders thereof
                are not
                subject to personal liability solely by reason of being such holders;
                and
                none of such securities were issued in violation of the preemptive
                rights
                of any stockholder of the Company arising by operation of law or
                under the
                Amended and Restated Certificate of Incorporation ("Certificate")
                or
                Bylaws of the Company. The offers and sales of the outstanding Common
                Stock prior to the Offering were at all relevant times either registered
                under the Act or exempt from such registration requirements.
                

            


    

     

    
      	 	
              3.

            	
              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 arising by operation
                of law or under the Articles of the Company. When issued, the
                Representative's Purchase Option, the Representative's Warrants and
                the
                Warrants will constitute valid and binding obligations of the Company
                to
                issue and sell, upon exercise thereof and payment therefor, the number
                and
                type of securities of the Company called for thereby and such Warrants,
                the Representative's Purchase Option, and the Representative's Warrants,
                when issued, in each case, are enforceable against the Company in
                accordance with their respective terms, except (a) as such enforceability
                may be limited by bankruptcy, insolvency, reorganization or similar
                laws
                affecting creditors' rights generally, (b) as enforceability of any
                indemnification or contribution provision may be limited under the
                federal
                and state securities laws, and (c) 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. The certificates representing
                the
                Securities are in due and proper
                form.

            


    

     

    
      	 	
              4.

            	
              The
                Placement Warrants constitute valid and binding obligations of the
                Company
                to issue and sell, upon exercise thereof and payment therefor, the
                number
                and type of securities of the Company called for thereby, and such
                Placement 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 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
                the
                equitable defenses and to the discretion of the court before which
                any
                proceeding therefor may be brought. A sufficient number of shares
                of
                Common Stock have been reserved for issuance upon exercise of the
                Placement Warrants. The Common Stock underlying the Placement Warrants
                will, upon exercise of the Warrants and payment of the exercise price
                thereof, be duly and validly issued, fully paid, and non-assessable
                and to
                such counsel's knowledge, will not have been issued in violation
                of or
                subject to preemptive rights.

            


    

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    
      	 	
              5.

            	
              This
                Agreement, the Warrant Agreement, the Services Agreement, the Trust
                Agreement, the Escrow Agreement and the Subscription Agreement have
                each
                been duly and validly authorized and, when executed and delivered
                by the
                Company, constitute, and the Representative's
                Purchase Option has been duly and validly authorized by the Company
                and,
                when executed and delivered, will constitute, the valid and binding
                obligations of the Company, enforceable against the Company in accordance
                with their respective terms, except (a) as such enforceability may
                be
                limited by bankruptcy, insolvency, reorganization or similar laws
                affecting creditors' rights generally, (b) as enforceability of any
                indemnification or contribution provisions may be limited under the
                federal and state securities laws, and (c) 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.

            


    

     

    
      	 	
              6.

            	
              The
                execution, delivery and performance of this Agreement, the Warrant
                Agreement, the Representative's Purchase Option, the Escrow Agreement,
                the
                Trust Agreement, the Services Agreement and the Subscription Agreement
                and
                compliance by the Company with the terms and provisions thereof and
                the
                consummation of the transactions contemplated thereby, and the issuance
                and sale of the Securities, do not and will not, with or without
                the
                giving of notice or the lapse of time, or both, (a) result in any
                violation of the provisions of the Certificate of Incorporation or
                the
                Bylaws of the Company, or (b) to such counsel's knowledge, violate
                any
                United States statute, rule or regulation applicable to the Company,
                or
                with respect to any United States federal, state or other regulatory
                authority or other governmental body having jurisdiction over the
                Company,
                its properties or assets.

            


    

     

    
      	 	
              7.

            	
              The
                Registration Statement, the Sale Preliminary Prospectus and the Prospectus
                and any post-effective amendments or supplements thereto (other than
                the
                financial statements included therein, as to which no opinion need
                be
                rendered) each as of their respective dates appeared on their face
                to
                comply as to form in all material respects with the requirements
                of the
                Act and Regulations. The Securities and all other securities issued
                or
                issuable by the Company conform in all material respects to the
                description thereof contained in the Registration Statement and the
                Prospectus. The descriptions in the Registration Statement, the Sale
                Preliminary Prospectus and in the Prospectus, insofar as such statements
                constitute a summary of statutes, legal matters, contracts, documents
                or
                proceedings referred to therein, fairly present in all material respects
                the information required to be shown with respect to such statutes,
                legal
                matters, contracts, documents and
                proceedings.

            


    

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    
      	 	
              8.

            	
              Based
                solely on a notice of effectiveness received from the Securities
                and
                Exchange Commission, the Registration Statement is effective under
                the
                Act. To such counsel's knowledge, no stop order suspending the
                effectiveness of the Registration Statement has been issued and no
                proceedings for that purpose have been instituted or are pending
                or
                threatened under the Act or applicable state securities
                laws.

            


    

     

    
      	 	
              9.

            	
              The
                opinion of counsel shall further include a statement to the effect
                that
                such counsel has participated in conferences with officers and other
                representatives of the Company, the Underwriters and the independent
                registered public accounting firm of the Company, at which conferences
                the
                contents of the
                Registration Statement, the Sale Preliminary Prospectus and the Prospectus
                contained therein and related matters were discussed and, although
                such
                counsel is not passing upon and does not assume any responsibility
                for the
                accuracy, completeness or fairness of the statements contained in
                the
                Registration Statement, the Sale Preliminary Prospectus and the Prospectus
                contained therein (except as otherwise set forth in the foregoing
                opinion), solely on the basis of the foregoing without independent
                check
                and verification, no facts have come to the attention of such counsel
                which lead them to believe that the Registration Statement or any
                amendment thereto, at the time the Registration Statement or amendment
                became effective, contained an untrue statement of a material fact
                or
                omitted to state a material fact required to be stated therein or
                necessary to make the statements therein not misleading or the Prospectus
                or any amendment or supplement thereto, at the time they were filed
                pursuant to Rule 424(b) or at the date of such counsel's opinion,
                contained an untrue statement of a material fact or omitted to state
                a
                material fact required to be stated therein or necessary to make
                the
                statement therein, in light of the circumstances under which they
                were
                made, not misleading (except that such counsel need express no opinion
                with respect to the financial information and statistical data and
                information included in the Registration Statement, the Sale Preliminary
                Prospectus or the Prospectus).

            


    

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    FORM
      OF TARGET BUSINESS LETTER

     

    FMG
      Acquisition Corp.

     

    Gentlemen:

     

    Reference
      is made to the Final Prospectus of FMG Acquisition Corp. (the "COMPANY"), dated
      __________, 2007 (the "PROSPECTUS"). Capitalized terms used and not otherwise
      defined herein shall have the meanings assigned to them in
      Prospectus.

     

    We
      have
      read the Prospectus and understand that the Company has established the Trust
      Account, initially in an amount of at least $____________ for the benefit of
      the
      Public Stockholders and the Underwriters of the Company's initial public
      offering (the “UNDERWRITERS”) and that, except for a portion of the interest
      earned on the amounts held in the Trust Account, the Company may disburse monies
      from the Trust Account only: (i) to the Public Stockholders in the event of
      (A)
      the conversion of their shares and the consummation of a Business Combination
      or
      (B) upon the dissolution and liquidation of the Company or (ii) to the Company
      and the Underwriters after it consummates a Business Combination.

     

    For
      and
      in consideration of the Company agreeing to evaluate the undersigned for
      purposes of consummating a Business Combination with it, the undersigned hereby
      agrees that it does not have any right, title, interest or claim of any kind
      in
      or to any monies in the Trust Account (each, a “CLAIM”) and hereby waives any
      Claim it may have in the future as a result of, or arising out of, any
      negotiations, contracts or agreements with the Company and will not seek
      recourse against the Trust Account for any reason whatsoever.

    


    
      	 	 
	
              Print
                Name of Target Business

            	 
	 	 
	 	 
	
              Authorized
                Signature of Target Business

            	 


    


    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    FORM
      OF VENDOR LETTER

     

    FMG
      Acquisition Corp.

     

    Gentlemen:

     

    Reference
      is made to the Final Prospectus of FMG Acquisition Corp. (the "COMPANY"), dated
      ___________, 2007 (the "PROSPECTUS"). Capitalized terms used and not otherwise
      defined herein shall have the meanings assigned to them in
      Prospectus.

     

    We
      have
      read the Prospectus and understand that the Company has established the Trust
      Account, initially in an amount of at least $____________ for the benefit of
      the
      Public Stockholders and the Underwriters of the Company's initial public
      offering (the "UNDERWRITERS") and that, except for a portion of the interest
      earned on the amounts held in the Trust Account, the Company may disburse monies
      from the Trust Account only: (i) to the Public Stockholders in the event of
      (A)
      the conversion of their shares and the consummation of a Business Combination
      or
      (B) upon the dissolution and liquidation of the Company or (ii) to the Company
      and the Underwriters after it consummates a Business Combination.

     

    For
      and
      in consideration of the Company agreeing to use the services of the undersigned,
      the undersigned hereby agrees that it does not have any right, title, interest
      or claim of any kind in or to any monies in the Trust Account (each, a "CLAIM")
      and hereby waives any Claim it may have in the future as a result of, or arising
      out of, any services provided to the Company and will not seek recourse against
      the Trust Account for any reason whatsoever.

     

    
      	 	 
	
              Print
                Name of Vendor

            	 
	 	 
	 	 
	
              Authorized
                Signature of Vendor

            	 


    

    


    
      
        
        

      

      
        43