Common use of Waiver, etc Clause in Contracts

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 affect 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. 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, STONE ARCADE ACQUISITION CORPORATION By: ___________________________________ Name: Roger Stone Title: Chief Executive Officer Accepted on the daxx xxxxx xxove written. MORGAN JOSEPH & CO. INC. By: ______________________________ Naxx: Xxxxe: SCHEDULE I STONE ARCADE ACQUISITION CORPORATION 30,000,000 Units Underwriter Number of Firm Units to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc. Legend Mexxxxxx Xxxxp

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 affect 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. 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, STONE ARCADE JAGUAR ACQUISITION CORPORATION By: ___________________________________ Name: Roger Stone Xxxxxxxx Xxxxxx Title: Chief Executive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ NaxxName: XxxxeXxxxxx Xxxxxx Title: Managing Director SCHEDULE I STONE ARCADE JAGUAR ACQUISITION CORPORATION 30,000,000 Units Underwriter 3,000,000 UNITS Number of Firm Units Underwriter to be Purchased Morgan Joseph & Co. ----------- --------------- EarlyBirdCapital, Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc. Legend Mexxxxxx Xxxxp3,000,000

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 affect 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. 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, STONE ARCADE PHOENIX INDIA ACQUISITION CORPORATION CORP. By: _____/s/ Name: Xxxxxx Xxxxxx Title: President and Chief Strategy Officer Accepted on the date first above written. XXXXXX & XXXXXXX, LLC By: ______________________________ Name: Roger Stone Xxxx X. Xxxxx III Title: Chief Executive Officer Accepted on the daxx xxxxx xxove writtenPresident and Senior Managing Director SCHEDULE I PHOENIX INDIA ACQUISITION CORP. MORGAN JOSEPH 12,500,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx & CO. INC. By: ___________________Xxxxxxx, LLC ___________ Naxx: Xxxxe: 12,500,000 SCHEDULE I STONE ARCADE 2.28 PHOENIX INDIA ACQUISITION CORPORATION 30,000,000 Units Underwriter Number CORP. Board of Firm Units to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc. Legend Mexxxxxx XxxxpDirectors Xxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxxxx EXHIBIT A Phoenix India Acquisition Corp.

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 affect 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. 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, STONE ARCADE COCONUT PALM ACQUISITION CORPORATION CORP. By: ___________________________________ Name: Roger Stone Xxxxxxx X. Xxxxxx Title: Chief Executive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH XXXXXX XXXXXX & CO. INC. By: ______________________________ NaxxName: XxxxeXxxxx X. Xxxxxxxx Title: Managing Director Accepted on the date first above written. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I STONE ARCADE COCONUT PALM ACQUISITION CORPORATION 30,000,000 Units Underwriter CORP. 10,000,000 UNITS Number of Firm Units Underwriter to be Purchased Morgan Joseph ----------- --------------- Xxxxxx Xxxxxx & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxxEarlyBirdCapital, Xxc. Legend Mexxxxxx XxxxpInc.

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 affect 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. 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, STONE ARCADE CONFLUENCE ACQUISITION CORPORATION By: ___________________________________ Name: Roger Stone Title: Chief Executive Officer Accepted on the daxx xxxxx xxove written. MORGAN JOSEPH & CO. PARTNERS I, INC. By: ______________________________ Naxx------------------------------------ Name: XxxxeJohn J. Klobnak Title: SCHEDULE Presidexx Xxxxxxxx xx the date first above written. DAWSON JAMES SECURITIES, INC. By: --------------------------------- Xxxx: Xxbert D. Keyser, Jr. Title: CEO ROTH CAPITAL PARTNERS, LLC By ---------------------------------- Xxxx: Joseph Schimmelpfennig Title: Managing Director XXXXXXXX I STONE ARCADE CONFLUENCE ACQUISITION CORPORATION 30,000,000 Units Underwriter PARTNERS I, INC. 8,000,000 UNITS Number of Firm Units Underwriter to be Purchased Morgan Joseph & Co. ----------- -------------------- Dawson James Securities, Inc. Oppenheimer & Co. EarlyBixxXxxxxxxRoth Capital Partners, Xxc. Legend Mexxxxxx XxxxpLLC 8,000,000

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 affect 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. 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, STONE ARCADE ITHAKA ACQUISITION CORPORATION CORP. By: ___________________________________ Name: Roger Stone TitlePaul A. Brooke Titlx: Chief Executive Xxxxf Xxxxxtive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ NaxxName: XxxxeSteven Levine Title: Managing Director SCHEDULE I STONE ARCADE ITHAKA ACQUISITION CORPORATION 30,000,000 Units Underwriter Number of Firm Units to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxxCORP. 8,500,000 UNITS NUMBER OF FIRM UNITS UNDERWRITER TO BE PURCHASED ----------- -------------------- EarlyBirdCapital, Xxc. Legend Mexxxxxx XxxxpInc.

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 affect 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. 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, STONE ARCADE MILLSTREAM II ACQUISITION CORPORATION By: _____________________________________ Name: Roger Stone Xxxxxx Xxxxxxx Title: Chief Executive Officer Chairman Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ NaxxName: XxxxeXxxxxx Xxxxxx Title: Managing Director SCHEDULE I STONE ARCADE MILLSTREAM II ACQUISITION CORPORATION 30,000,000 Units Underwriter 3,500,000 UNITS Number of Firm Units Underwriter to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx----------- --------------- EarlyBirdCapital, Xxc. Legend Mexxxxxx XxxxpInc.

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 affect 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. 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, STONE ARCADE PARAMOUNT ACQUISITION CORPORATION CORP. By: ___________________________________ ------------------------------ Name: Roger Stone J. Xxx Xxxxxx Title: Chief Executive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ Naxx--------------------------------------- Name: XxxxeXxxxxx Xxxxxx Title: Managing Director SCHEDULE I STONE ARCADE PARAMOUNT ACQUISITION CORPORATION 30,000,000 Units Underwriter CORP. 8,500,000 UNITS Number of Firm Units Underwriter to be Purchased Morgan Joseph & Co. ---------------------- -------------------- EarlyBirdCapital, Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc. Legend Mexxxxxx Xxxxp8,500,000

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 affect 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. 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, STONE ARCADE JAGUAR ACQUISITION CORPORATION By: ___________________________________ Name: Roger Stone Xxxxxxxx Xxxxxx Title: Chief Executive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ NaxxName: XxxxeXxxxxx Xxxxxx Title: Managing Director SCHEDULE I STONE ARCADE JAGUAR ACQUISITION CORPORATION 30,000,000 Units Underwriter 4,000,000 UNITS Number of Firm Units Underwriter to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx----------- --------------- EarlyBirdCapital, Xxc. Legend Mexxxxxx XxxxpInc.

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 affect 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. 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, STONE ARCADE TERRA NOVA ACQUISITION CORPORATION By: ___________________________________ ----------------------------------- Name: Roger Stone Xxxxx Xxxxxxxx Title: Chief Executive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ Naxx------------------------------ Name: XxxxeXxxxxx Xxxxxx Title: Managing Director SCHEDULE I STONE ARCADE ARDENT ACQUISITION CORPORATION 30,000,000 Units Underwriter 4,800,000 UNITS Number of Firm Units Underwriter to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx----------- --------------- EarlyBirdCapital, Xxc. Legend Mexxxxxx XxxxpInc.

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 affect 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. 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, STONE ARCADE ACQUISITION CORPORATION INTERNATIONAL METAL ENTERPRISES, INC. By: ___________________________________ Name: Roger Stone Xxxx Xxxxxxxxxx Title: Chief Executive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. INCSUNRISE SECURITIES CORP. By: ______________________________ NaxxName: XxxxeXxxxxx Low Title: President SCHEDULE I STONE ARCADE ACQUISITION CORPORATION INTERNATIONAL METAL ENTERPRISES, INC. 30,000,000 Units Underwriter UNITS Number of Firm Units Underwriter to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc. Legend Mexxxxxx Xxxxp----------- --------------- Sunrise Securities Corp. 30,000,000

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 affect 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. 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, STONE ARCADE ACQUISITION CORPORATION INTERNATIONAL METAL ENTERPRISES, INC. By: ___________________________________ Name: Roger Stone Xxxx Xxxxxxxxxx Title: Chief Executive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. INCSUNRISE SECURITIES CORP. By: ______________________________ NaxxName: XxxxeXxxxxx Low Title: President SCHEDULE I STONE ARCADE ACQUISITION CORPORATION 30,000,000 Units Underwriter INTERNATIONAL METAL ENTERPRISES, INC. 33,500,000 UNITS Number of Firm Units Underwriter to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc. Legend Mexxxxxx Xxxxp----------- --------------- Sunrise Securities Corp. 33,500,000

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 affect 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. 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, STONE ARCADE ACQUISITION CORPORATION AD.VENTURE PARTNERS, INC. By: -------------------------------------- Name: Xxxxxx X. Xxxxxx Title: Chief Executive Officer Accepted on the date first above written WEDBUSH XXXXXX SECURITIES INC. By: ------------------------------------------------------- Name: Xxxx X. Xxxxxx Title: Managing Director - Head of Investment Banking 22. SCHEDULE I AD. VENTURE PARTNERS, INC. [15,000,000] UNITS NUMBER OF FIRM UNITS UNDERWRITER TO BE PURCHASED ---------------------------------------------------- ------------------------- Wedbush Xxxxxx Securities Inc. [__________] Xxxxx Xxxxxxxx, Inc. [__________] Ramius Capital Group, LLC [_______________ Name: Roger Stone Title: Chief Executive Officer Accepted on the daxx xxxxx xxove written. MORGAN JOSEPH & CO. INC. By: ______________________________ Naxx: Xxxxe: ] SCHEDULE I STONE ARCADE ACQUISITION CORPORATION 30,000,000 Units Underwriter Number 2.18.4 [ List all Company directors, officers and beneficial owners of Firm Units to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc. Legend Mexxxxxx XxxxpCompany stock that have NASD affiliations ]

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 affect 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. 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, STONE ARCADE STONELEIGH PARTNERS ACQUISITION CORPORATION CORP. By: ___________________________________ Name: Roger Stone Title: Chief Executive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. INC. HCFP/XXXXXXX SECURITIES LLC By: _____________________________________ NaxxName: XxxxeAvi Lipsker Title: Managing Director SCHEDULE I STONE ARCADE STONELEIGH PARTNERS ACQUISITION CORPORATION 30,000,000 CORP. 1,475,000 Series A Units 18,650,000 Series B Units Underwriter Number of Firm Series A Units to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc. Legend Mexxxxxx XxxxpNumber of Series B Units to be Purchased HCFP/Xxxxxxx Securities LLC Total 1,475,000 18,650,000

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 affect 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. 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, STONE ARCADE TREMISIS ENERGY ACQUISITION CORPORATION By: ___________________________________ Name: Roger Stone Xxxxxxxx X. Xxxxx Title: Chief Executive Officer Chairman of the Board Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ NaxxName: XxxxeXxxxxx Xxxxxx Title: Managing Director SCHEDULE I STONE ARCADE TREMISIS ENERGY ACQUISITION CORPORATION 30,000,000 Units Underwriter 3,500,000 UNITS Number of Firm Units Underwriter to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx----------- --------------- EarlyBirdCapital, Xxc. Legend Mexxxxxx XxxxpInc.

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 affect 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. 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, STONE ARCADE RAND ACQUISITION CORPORATION By: ___________________________________ Name: Roger Stone Xxxxxxxx X. Xxxx Title: Chief Executive Officer Chairman of the Board Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ NaxxName: XxxxeXxxxxx Xxxxxx Title: Managing Director SCHEDULE I STONE ARCADE RAND ACQUISITION CORPORATION 30,000,000 Units Underwriter 3,500,000 UNITS Number of Firm Units Underwriter to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx----------- --------------- EarlyBirdCapital, Xxc. Legend Mexxxxxx XxxxpInc.

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 affect 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. 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, STONE ARCADE RAND ACQUISITION CORPORATION By: ___________________________________ Name: Roger Stone Xxxxxxxx X. Xxxx Title: Chief Executive Officer Chairman of the Board Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ NaxxName: XxxxeXxxxxx Xxxxxx Title: Managing Director SCHEDULE I STONE ARCADE RAND ACQUISITION CORPORATION 30,000,000 Units Underwriter 4,000,000 UNITS Number of Firm Units Underwriter to be Purchased Morgan Joseph & Co. ----------- --------------- EarlyBirdCapital, Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc. Legend Mexxxxxx Xxxxp4,000,000

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 affect 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. 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, STONE ARCADE ISRAEL TECHNOLOGY ACQUISITION CORPORATION CORP. By: ___________________________________ Name: Roger Stone Israel Frieder Title: Chief Executive Chxxx Xxxxxxxxx Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ NaxxName: XxxxeSteven Levine Title: Managing Director SCHEDULE I STONE ARCADE ISRAEL TECHNOLOGY ACQUISITION CORPORATION 30,000,000 Units Underwriter CORP. 6,000,000 UNITS Number of Firm Units Underwriter to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx----------- --------------- EarlyBirdCapital, Xxc. Legend Mexxxxxx XxxxpInc.

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 affect 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. 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, STONE ARCADE INTERAMERICAN ACQUISITION CORPORATION GROUP INC. By: ___________________________________ ------------------------------------------------- Name: Roger Stone Xxxxxxx X. Xxxxx Title: Chief Executive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH XXXXXX & CO. XXXXXXX, LLC By: ------------------------------------------------- Name: Xxxx Xxxxx Title: Senior Managing Director SCHEDULE I INTERAMERICAN ACQUISITION GROUP INC. By: ______________________________ Naxx: Xxxxe: SCHEDULE I STONE ARCADE ACQUISITION CORPORATION 30,000,000 7,500,000 Units Underwriter Number of Firm Units to be Purchased Morgan Joseph UNDERWRITER NUMBER OF FIRM UNITS TO BE PURCHASED Xxxxxx & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxxXxxxxxx, Xxc. Legend Mexxxxxx XxxxpLLC Granite Financial Group, Inc.

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 affect 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. 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, STONE ARCADE PHARMAMATRIX ACQUISITION CORPORATION By: ___________________________________ Name: Roger Stone TitleNorman M. Meier Titlx: Chief Executive Xxxxx Xxxcutive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH JESUP & CO. INC. ByLAMONT SECURITIES CORPORATION Xx: ______________________________ NaxxName: XxxxeTitle: SCHEDULE I STONE ARCADE PHARMAMATRIX ACQUISITION CORPORATION 30,000,000 5,333,334 Units Underwriter Number of Firm Units to be Purchased Morgan Joseph Jesup & Co. Lamont Securities Corporation 2,666,667 Granite Financial Group, Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc2,666,667 ========= Total. Legend Mexxxxxx Xxxxp. . . . . 5,333,334

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 affect 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. 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, STONE ARCADE STONELEIGH PARTNERS ACQUISITION CORPORATION CORP. By: ___________________________________ Name: Roger Stone Title: Chief Executive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. INC. HCFP/XXXXXXX SECURITIES LLC By: _____________________________________ NaxxName: XxxxeAvi Lipsker Title: Managing Director SCHEDULE I STONE ARCADE STONELEIGH PARTNERS ACQUISITION CORPORATION 30,000,000 CORP. 1,250,000 Series A Units 19,000,000 Series B Units Underwriter Number of Firm Series A Units to be Purchased Morgan Joseph & Co. Number of Series B Units to be Purchased HCFP/Xxxxxxx Securities LLC Pali Capital, Inc. Oppenheimer & Co. EarlyBixxXxxxxxxLegend Merchant Group, Xxc. Legend Mexxxxxx XxxxpInc. Total 1,250,000 19,000,000

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 affect 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. 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, STONE ARCADE STONELEIGH PARTNERS ACQUISITION CORPORATION CORP. By: ___________________________________ Name: Roger Stone Title: Chief Executive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. INC. HCFP/XXXXXXX SECURITIES LLC By: _____________________________________ NaxxName: XxxxeAvi Lipsker Title: Managing Director SCHEDULE I STONE ARCADE STONELEIGH PARTNERS ACQUISITION CORPORATION 30,000,000 CORP. 850,000 Series A Units 9,200,000 Series B Units Underwriter Number of Firm Series A Units to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc. Legend Mexxxxxx XxxxpNumber of Series B Units to be Purchased HCFP/Xxxxxxx Securities LLC Total 850,000 9,200,000

Waiver, etc. The failure of any of the parties hereto to at any time to 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 to affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto thereafter 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. 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, STONE ARCADE ACQUISITION GIGABEAM CORPORATION By: _____:______________________________ Name: Roger Stone Title: Chief Executive Officer Accepted on the daxx xxxxx xxove written. MORGAN JOSEPH & CO. INC. By: __:____________________________ Naxx: Xxxxe: Title:___________________________ Accepted as of the date first above written. New York, New York HCFP/XXXXXXX SECURITIES LLC By:____________________________ Name:__________________________ Title:_________________________ SCHEDULE I STONE ARCADE ACQUISITION GIGABEAM CORPORATION 30,000,000 Units Underwriter Number of Firm Units Securities to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx----------- ----------------------------------------- HCFP/Xxxxxxx Securities, Xxc. Legend Mexxxxxx XxxxpLLC

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 affect 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. 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, STONE ARCADE PHARMAMATRIX ACQUISITION CORPORATION By: ___________________________________ Name: Roger Stone Norman M. Meier Title: Chief Executive Officer Accepted on the daxx xxx xxxx xxxxx xxove above written. MORGAN JOSEPH JESUP & CO. INC. LAMONT SECURITIES CORPORATION By: ______________________________ NaxxName: XxxxeTitle: SCHEDULE I STONE ARCADE PHARMAMATRIX ACQUISITION CORPORATION 30,000,000 5,333,334 Units Underwriter Number of Firm Units to be Purchased Morgan Joseph Jesup & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc. Legend Mexxxxxx XxxxpLamont Securities Corporation 5,333,334

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 affect 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. 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, STONE ARCADE ACQUISITION CORPORATION GLOBAL ALTERNATIVE ASSET MANAGEMENT, INC. By: ________________________________________ Name: Roger Stone Title: Chief Executive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. EARLYBIRDCAPITAL, INC. Acting severally on behalf of itself and the several Underwriters listed in Schedule I hereto By: ________________________________________ NaxxName: XxxxeTitle: SCHEDULE I STONE ARCADE ACQUISITION CORPORATION 30,000,000 GLOBAL ALTERNATIVE ASSET MANAGEMENT, INC. 20,000,000 Units Underwriter Number of Firm Units to be Purchased Morgan Joseph EarlyBirdCapital, Inc. Ladenburg Txxxxxxx & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxxMaxim Group LLC Pali Capital, Xxc. Legend Mexxxxxx XxxxpInc. 20,000,000

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 affect 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. 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, STONE ARCADE JUNIPER PARTNERS ACQUISITION CORPORATION CORP. By: ___________________________________ --------------------------------- Name: Roger Stone Title: Chief Executive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. INC. HCFP/XXXXXXX SECURITIES LLC By: ______________________________ Naxx----------------------------------- Name: XxxxeXxx Xxxxx Xxxxxxxxx Title: Vice Chairman and Corporate Counsel SCHEDULE I STONE ARCADE JUNIPER PARTNERS ACQUISITION CORPORATION 30,000,000 CORP. 250,000 SERIES A UNITS 1,250,000 SERIES B UNITS <TABLE> Number of Series A Units Number of Series B Units Underwriter Number of Firm Units to be Purchased Morgan Joseph to be Purchased ----------- --------------- --------------- HCFP/Xxxxxxx Securities LLC Xxxxx Xxxxxx & Co. Co., Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc. Legend Mexxxxxx Xxxxp</TABLE>

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 affect 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. [Remainder of page intentionally left blank.] Skystar Bio-Pharmaceutical Company. _______________, 2008 Page 26 of 33 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, STONE ARCADE ACQUISITION CORPORATION SKYSTAR BIO-PHARMACEUTICAL COMPANY. By: _____________________________________________ Name: Roger Stone [_________________________] Title: Chairman and Co-Chief Executive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH RXXXXX & CO. INC. RXXXXXX, LLC By: _______________________________________ NaxxName: XxxxeTitle: SCHEDULE I STONE ARCADE ACQUISITION CORPORATION 30,000,000 Units Underwriter Number of Firm Units to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc. Legend Mexxxxxx Xxxxp1 EXHIBIT A EXHIBIT B

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 affect 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. If the foregoing correctly sets forth the understanding between the Underwriters Representative 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 yoursVERY TRULY YOURS, STONE ARCADE ACQUISITION CORPORATION GLOBAL TELECOMMUNICATION SOLUTIONS, INC. By: ___________________________________ ------------------------------------- Name: Roger Stone Xxxx X. Xxxxxxxxx Title: Chief Executive Officer Accepted on as of the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CONEW YORK, NEW YORK GKN SECURITIES CORP. (for itself and as Representative of the Underwriters listed on Schedule I hereto) By: ------------------------------- Xxxxxxx X. Xxxxxx Title: Senior Vice President SCHEDULE I GLOBAL TELECOMMUNICATION SOLUTIONS, INC. By: ______________________________ Naxx: Xxxxe: SCHEDULE I STONE ARCADE ACQUISITION CORPORATION 30,000,000 Units Underwriter Number 2,000,000 Shares of Firm Units to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc. Legend Mexxxxxx XxxxpCommon Stock

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 affect 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. 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, STONE ARCADE ACQUISITION CORPORATION By: ___________________________________ Name: Roger Stone Title: Chief Executive Officer Accepted on the daxx xxxxx xxove written. MORGAN JOSEPH & CO. INC. By: ______________________________ Naxx: Xxxxe: SCHEDULE I STONE ARCADE ACQUISITION CORPORATION 30,000,000 20,000,000 Units Underwriter Number of Firm Units to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc. Legend Mexxxxxx Xxxxp

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 affect 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-non- fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters 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, STONE ARCADE ACQUISITION CORPORATION UNITY EMERGING TECHNOLOGY VENTURE ONE LTD. By: __:_________________________________ Name: Roger Stone Title: Chief Executive Officer Xxxxxxxx Xxxxxxxx President Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. : GBI CAPITAL PARTNERS INC. Acting on behalf of itself and as the Representative of the several Underwriters named in Schedule I hereof By: _:_____________________________ Naxx: Xxxxe: Xxxxxx Xxxxxxx Chairman SCHEDULE I STONE ARCADE ACQUISITION CORPORATION 30,000,000 Units Underwriter UNITY EMERGING TECHNOLOGY VENTURE ONE LTD. 1,250,000 UNITS Number of Firm Units Underwriter to be Purchased Morgan Joseph & Co. ----------- -------------------- GBI Capital Partners Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc. Legend Mexxxxxx XxxxpGKN Securities Corp. _________ TOTAL 1,250,000

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 affect 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. 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, STONE ARCADE HARBOR ACQUISITION CORPORATION By: ___________________________________ ------------------------------------ Name: Roger Stone Xxxxxx X. Xxxxx Title: Chairman of the Board and Chief Executive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. INCXXXXXX, XXXXX XXXXX, INCORPORATED. By: ______________________________ Naxx-------------------------------------- Name: XxxxeTitle: EXHIBIT 1.1 SCHEDULE I STONE ARCADE HARBOR ACQUISITION CORPORATION 30,000,000 Units Underwriter Number of Firm Units to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc. Legend Mexxxxxx Xxxxp10,000,000 UNITS NUMBER OF FIRM UNITS UNDERWRITER TO BE PURCHASED ----------- -------------------- --------------------

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 affect 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. 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, STONE ARCADE DG ACQUISITION CORPORATION CORP. By: ___________________________________ ---------------------------------------- Name: Roger Stone Xxxx X. Xxxxxx Title: Co-Chief Executive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ Naxx----------------------------------- Name: XxxxeXxxxxx Xxxxxx Title: Managing Director SCHEDULE I STONE ARCADE DG ACQUISITION CORPORATION 30,000,000 Units Underwriter CORP. 12,000,000 UNITS Number of Firm Units Underwriter to be Purchased Morgan Joseph & Co. ----------- --------------- EarlyBirdCapital, Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc. Legend Mexxxxxx Xxxxp--------------- 12,000,000

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 affect 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. 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, STONE ARCADE ACQUISITION CAMDEN LEARNING CORPORATION By: ___________________________________ /s/ Xxxxx X. Xxxxxxx Name: Roger Stone Xxxxx X. Xxxxxxx Title: President and Chief Executive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH XXXXXX XXXXXX & CO. INC. By: ______________________________ Naxx/s/ Xxxx Xxxxxx Name: XxxxeXxxx Xxxxxx Title: Managing Director SCHEDULE I STONE ARCADE ACQUISITION CAMDEN LEARNING CORPORATION 30,000,000 6,250,000 Units Underwriter Number of Firm Units to be Purchased Morgan Joseph Xxxxxx Xxxxxx & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx4,700,000 Xxxxxx, Xxc. Xxxxx Xxxxx Incorporated 1,250,000 Legend Mexxxxxx XxxxpMerchant Group, Inc. 300,000 APPENDIX A

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 affect 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. 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, STONE ARCADE COURTSIDE ACQUISITION CORPORATION CORP. By: ___________________________________ ------------------------------- Name: Roger Stone Xxxxxxx X. Xxxxxxxxx Title: Chief Executive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ Naxx------------------------------ Name: XxxxeXxxxxx Xxxxxx Title: Managing Director SCHEDULE I STONE ARCADE COURTSIDE ACQUISITION CORPORATION 30,000,000 Units Underwriter CORP. 12,000,000 UNITS Number of Firm Units Underwriter to be Purchased Morgan Joseph & Co. ----------- --------------- EarlyBirdCapital, Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc. Legend Mexxxxxx XxxxpThinkEquity Partners LLC =============== 12,000,000

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 affect 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. 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, STONE ARCADE DG ACQUISITION CORPORATION CORP. By: ___________________________________ ------------------------------------ Name: Roger Stone Xxxx X. Xxxxxx Title: Co-Chief Executive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH XXXXXXXX CURHAN FORD & CO. INC. By: ______________________________ Naxx--------------------------------------------- Name: XxxxeTitle: DG ACQUISITION LLC By: --------------------------------------------- Name: Title: SCHEDULE I STONE ARCADE DG ACQUISITION CORPORATION 30,000,000 Units CORP. 8,875,000 CLASS A UNITS Underwriter Number of Firm Units to be Purchased Morgan Joseph Xxxxxxxx Curhan Ford & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc. Legend Mexxxxxx Xxxxp8,875,000

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 affect 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. 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, STONE ARCADE ARPEGGIO ACQUISITION CORPORATION By: ___________________________________ Name: Roger Stone Xxxx X. Xxxxxxxxx Title: Chief Executive Officer Chairman of the Board Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ NaxxName: XxxxeXxxxxx Xxxxxx Title: Managing Director SCHEDULE I STONE ARCADE ARPEGGIO ACQUISITION CORPORATION 30,000,000 Units Underwriter 6,000,000 UNITS Number of Firm Units Underwriter to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx----------- --------------- EarlyBirdCapital, Xxc. Legend Mexxxxxx XxxxpInc.

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 affect 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. 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, STONE ARCADE JUNIPER PARTNERS ACQUISITION CORPORATION CORP. By: ___________________________________ --------------------------------- Name: Roger Stone Title: Chief Executive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. INC. HCFP/XXXXXXX SECURITIES LLC By: ______________________________ Naxx----------------------------------- Name: XxxxeXxx Xxxxxxxxx Title: Vice Chairman SCHEDULE I STONE ARCADE JUNIPER PARTNERS ACQUISITION CORPORATION 30,000,000 CORP. 250,000 SERIES A UNITS 1,250,000 SERIES B UNITS Number of Series A Units Number of Series B Units Underwriter Number of Firm Units to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc. Legend Mexxxxxx Xxxxpto be Purchased ----------- --------------- --------------- HCFP/Xxxxxxx Securities LLC

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 affect 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. 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, STONE ARCADE ARDENT ACQUISITION CORPORATION By: ___________________________________ ------------------------------ Name: Roger Stone TitleBarry J. Gordon Titlx: Chief Executive Xxxxx Xxxxxxive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ Naxx------------------------------ Name: XxxxeSteven Levine Title: Managing Director SCHEDULE I STONE ARCADE ARDENT ACQUISITION CORPORATION 30,000,000 Units Underwriter 6,000,000 UNITS Number of Firm Units to be Underwriter To Be Purchased Morgan Joseph & Co. ----------- --------------- EarlyBirdCapital, Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc. Legend Mexxxxxx Xxxxp6,000,000

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 affect 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-non- fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Representative, for itself and as Representative of the Underwriters listed in Schedule 1 hereto, 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, STONE ARCADE ACQUISITION CORPORATION U.S. ENERGY SYSTEMS, INC. By: :_______________________ Name: Xxxxxxx X. Xxxxxx Title: President Accepted as of the date first above written. New York, New York XXXXXX, XXXXXXX INC. (for itself and as Representative of the Underwriters listed on Schedule 1 hereto) 39 By:______________________________ Name: Roger Stone Xxxxxx Xxxxxxx Title: Chief Executive Officer Accepted on the daxx xxxxx xxove written. MORGAN JOSEPH & CO. Chairman SCHEDULE 1 ========== U.S. ENERGY SYSTEMS, INC. By: ______________________________ Naxx: Xxxxe: 3,100,000 SHARES OF COMMON STOCK AND 3,100,000 REDEEMABLE COMMON STOCK PURCHASE WARRANTS UNDERWRITER NUMBER OF SHARES OF COMMON NUMBER OF WARRANTS ----------- STOCK TO BE PURCHASED TO BE PURCHASED --------------------------- ------------------ Xxxxxx, Xxxxxxx Inc. --------- --------- 3,100,000 3,100,000 SCHEDULE I STONE ARCADE ACQUISITION CORPORATION 30,000,000 Units Underwriter Number of Firm Units to be Purchased Morgan Joseph 2 ========== NAME NUMBER OF SHARES LOCK-UP PERIOD ---- ---------------- ============== SCHEDULE 3 ========== OTHER COUNSEL OPINION SUBJECT ------------- --------------- Xxxx & Co. Inc. Oppenheimer Priest, LLP The Company Xxxxxxxx Xxxxxxxx Xxxxx and Xxxx Xxxxx & Co. EarlyBixxXxxxxxxXxxxx X.X. Lehi Xxxxx, Xxc. Legend Mexxxxxx XxxxpXxxxx & Xxxxxx, P.C. and Xxxx X. Xxxx Plymouth Xxxxxxx & Xxxx Steamboat L.L.C. NRG SCHEDULE 4 ========== ACCOUNTING FIRM COMFORT LETTER SUBJECT --------------- ----------------------

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 affect 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. If the foregoing correctly sets forth the understanding between the Representatives, for itself and as Representatives of the Underwriters listed on Schedule I hereto, 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, STONE ARCADE ACQUISITION CORPORATION CrossZ Software Corporation By: ___________________________________ Name: Roger Stone Xxxx X. Xxxxxxx Title: Chief Executive Officer President Accepted on as of the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. INC. New York, New York GKN Securities Corp. (for itself and as one of the Representatives of the Underwriters listed on Schedule I hereto) By: ________________________________ NaxxName: XxxxeXxxxx Coventry Title: Vice President Barington Capital Group, L.P. (for itself and as one of the Representatives of the Underwriters listed on Schedule I hereto) By: _________________________________ Name: Xxxx Xxxxxxxx Title: Managing Director SCHEDULE I STONE ARCADE ACQUISITION CORPORATION 30,000,000 Units CrossZ Software Corporation 2,500,000 Shares of Common Stock Underwriter Number of Firm Units Securities ----------- to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx--------------- GKN Securities Corp. Barington Capital Group, Xxc. Legend Mexxxxxx XxxxpL.P. Total =====================

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 affect 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. 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, STONE ARCADE PHARMAMATRIX ACQUISITION CORPORATION By: ___________________________________ -------------------------------- Name: Roger Stone Norman M. Meier Title: Chief Executive Xxxxx Xxxxxxxxx Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH JESUP & CO. INC. ByLAMONT SECURITIES CORPORATION Xx: ______________________________ Naxx-------------------------------- Name: XxxxeTitle: SCHEDULE I STONE ARCADE PHARMAMATRIX ACQUISITION CORPORATION 30,000,000 5,333,334 Units Underwriter Number of Firm Units to Underwriter be Purchased Morgan Joseph Jesup & Co. Lamont Securities Corporation 2,666,667 Granite Financial Group, Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc. Legend Mexxxxxx Xxxxp2,666,667 ========= Total......... 5,333,334

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 affect 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. 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, STONE ARCADE STONELEIGH PARTNERS ACQUISITION CORPORATION CORP. By: ___________________________________ Name: Roger Stone Title: Chief Executive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. INC. HCFP/XXXXXXX SECURITIES LLC By: _____________________________________ NaxxName: XxxxeAvi Lipsker Title: Managing Director SCHEDULE I STONE ARCADE STONELEIGH PARTNERS ACQUISITION CORPORATION 30,000,000 CORP. 25,000,000 Units Underwriter Number of Firm Units to be Purchased Morgan Joseph & Co. HCFP/Xxxxxxx Securities LLC Pali Capital, Inc. Oppenheimer & Co. EarlyBixxXxxxxxxLegend Merchant Group, Xxc. Legend Mexxxxxx XxxxpInc. Total 25,000,000

Waiver, etc. The failure of any of the parties hereto to at any time to 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 to affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto thereafter 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. 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, STONE ARCADE ACQUISITION GIGABEAM CORPORATION By: _____:______________________________ Name: Roger Stone Xxxxx X. Xxxxxxxxx Title: Chief Executive Officer and Chairman Accepted on as of the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. INC. New York, New York HCFP/XXXXXXX SECURITIES LLC By: __:____________________________ Naxx: Xxxxe: Name:__________________________ Title:_________________________ SCHEDULE I STONE ARCADE ACQUISITION GIGABEAM CORPORATION 30,000,000 Units Underwriter Number of Firm Units Securities to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx----------- ----------------------------------------- HCFP/Xxxxxxx Securities, Xxc. Legend Mexxxxxx XxxxpLLC

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 affect 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. 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, STONE ARCADE ITHAKA ACQUISITION CORPORATION CORP. By: ___________________________________ Name: Roger Stone TitlePaul A. Brooke Titlx: Chief Executive Xxxxf Xxxxxtive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ NaxxName: XxxxeSteven Levine Title: Managing Director SCHEDULE I STONE ARCADE ITHAKA ACQUISITION CORPORATION 30,000,000 Units Underwriter Number of Firm Units to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxxCORP. 8,000,000 UNITS NUMBER OF FIRM UNITS UNDERWRITER TO BE PURCHASED ----------- -------------------- EarlyBirdCapital, Xxc. Legend Mexxxxxx XxxxpInc.

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 affect 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. 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, STONE ARCADE STONELEIGH PARTNERS ACQUISITION CORPORATION CORP. By: ___________________________________ Name: Roger Stone Title: Chief Executive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. INC. HCFP/XXXXXXX SECURITIES LLC By: _____________________________________ NaxxName: XxxxeAvi Lipsker Title: Managing Director SCHEDULE I STONE ARCADE STONELEIGH PARTNERS ACQUISITION CORPORATION 30,000,000 CORP. 1,250,000 Series A Units 19,000,000 Series B Units Underwriter Number of Firm Series A Units to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc. Legend Mexxxxxx XxxxpNumber of Series B Units to be Purchased HCFP/Xxxxxxx Securities LLC Total 1,250,000 19,000,000

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 affect 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. 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, STONE ARCADE COURTSIDE ACQUISITION CORPORATION CORP. By: ___________________________________ ------------------------------- Name: Roger Stone Xxxxxxx X. Xxxxxxxxx Title: Chief Executive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ Naxx------------------------------ Name: XxxxeXxxxxx Xxxxxx Title: Managing Director SCHEDULE I STONE ARCADE COURTSIDE ACQUISITION CORPORATION 30,000,000 Units Underwriter CORP. 12,000,000 UNITS Number of Firm Units Underwriter to be Purchased Morgan Joseph & Co. ----------- --------------- EarlyBirdCapital, Inc. Oppenheimer & Co. EarlyBixxXxxxxxxThinkEquity Partners LLC Ramius Securities, Xxc. Legend Mexxxxxx XxxxpLLC =============== 12,000,000

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 affect 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. 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, STONE ARCADE JUNIPER PARTNERS ACQUISITION CORPORATION CORP. By: ___________________________________ --------------------------------- Name: Roger Stone Title: Chief Executive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. INC. HCFP/XXXXXXX SECURITIES LLC By: ______________________________ Naxx----------------------------------- Name: XxxxeXxx Xxxxx Xxxxxxxxx Title: Vice Chairman and Corporate Counsel SCHEDULE I STONE ARCADE JUNIPER PARTNERS ACQUISITION CORPORATION 30,000,000 CORP. 250,000 SERIES A UNITS 1,250,000 SERIES B UNITS Number of Series A Units Number of Series B Units Underwriter Number of Firm Units to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc. Legend Mexxxxxx Xxxxpto be Purchased ----------- --------------- --------------- HCFP/Xxxxxxx Securities LLC

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 affect 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. 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, STONE ARCADE INTERAMERICAN ACQUISITION CORPORATION GROUP INC. By: ___________________________________ ------------------------------------------------- Name: Roger Stone Xxxxxxx X. Xxxxx Title: Chief Executive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. CHARDAN CAPITAL MARKETS, LLC By: ------------------------------------------------- Name: Xxxxx Xxxxxxx Title: Chief Executive Officer SCHEDULE I INTERAMERICAN ACQUISITION GROUP INC. By: ______________________________ Naxx: Xxxxe: SCHEDULE I STONE ARCADE ACQUISITION CORPORATION 30,000,000 5,000,000 Units Underwriter Number of Firm Units to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxxUNDERWRITER NUMBER OF FIRM UNITS TO BE PURCHASED CHARDAN CAPITAL MARKETS, Xxc. Legend Mexxxxxx XxxxpLLC

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 affect 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. 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, STONE ARCADE INTERAMERICAN ACQUISITION CORPORATION GROUP INC. By: ___________________________________ ----------------------------------------------------- Name: Roger Stone Xxxxxxx X. Xxxxx Title: Chief Executive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH XXXXXX & CO. XXXXXXX, LLC By: ----------------------------------------------------- Name: Xxxx Xxxxx Title: Senior Managing Director SCHEDULE I INTERAMERICAN ACQUISITION GROUP INC. By: ______________________________ Naxx: Xxxxe: SCHEDULE I STONE ARCADE ACQUISITION CORPORATION 30,000,000 10,800,000 Units Underwriter UNDERWRITER Number of Firm Units to be Purchased Morgan Joseph Xxxxxx & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxxXxxxxxx, Xxc. Legend Mexxxxxx XxxxpLLC Granite Financial Group, Inc.

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 affect 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. 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, STONE ARCADE TERRA NOVA ACQUISITION CORPORATION By: ___________________________________ ----------------------------------- Name: Roger Stone Xxxxx Xxxxxxxx Title: Chief Executive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ Naxx------------------------------ Name: XxxxeXxxxxx Xxxxxx Title: Managing Director SCHEDULE I STONE ARCADE ARDENT ACQUISITION CORPORATION 30,000,000 Units Underwriter 3,000,000 UNITS Number of Firm Units Underwriter to be Purchased Morgan Joseph & Co. ----------- --------------- EarlyBirdCapital, Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc. Legend Mexxxxxx Xxxxp3,000,000

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 affect 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. 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, STONE ARCADE INTERAMERICAN ACQUISITION CORPORATION GROUP INC. By: ___________________________________ ------------------------------------------------- Name: Roger Stone Xxxxxxx X. Xxxxx Title: Chief Executive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. CHARDAN CAPITAL MARKETS, LLC By: ------------------------------------------------- Name: Xxxxx Xxxxxxx Title: Chief Executive Officer SCHEDULE I INTERAMERICAN ACQUISITION GROUP INC. By: ______________________________ Naxx: Xxxxe: SCHEDULE I STONE ARCADE ACQUISITION CORPORATION 30,000,000 5,000,000 Units Underwriter Number of Firm Units to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxxUNDERWRITER NUMBER OF FIRM UNITS TO BE PURCHASED CHARDAN CAPITAL MARKETS, Xxc. Legend Mexxxxxx XxxxpLLC MAXIM GROUP LLC

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 affect 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. 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, STONE ARCADE PHOENIX INDIA ACQUISITION CORPORATION CORP. By: _____Name: Xxxxxx Xxxxxx Title: President and Chief Strategy Officer Accepted on the date first above written. XXXXXX & XXXXXXX, LLC By: ______________________________ Name: Roger Stone Xxxx X. Xxxxx III Title: Chief Executive Officer Accepted on the daxx xxxxx xxove written. MORGAN JOSEPH & CO. INC. By: ______________________________ Naxx: Xxxxe: President and Senior Managing Director SCHEDULE I STONE ARCADE PHOENIX INDIA ACQUISITION CORPORATION 30,000,000 CORP. 6,156,250 Units Underwriter Number of Firm Units to be Purchased Morgan Joseph Xxxxxx & Co. Xxxxxxx, LLC I-Bankers Securities, Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc6,156,250 SCHEDULE 2.28 PHOENIX INDIA ACQUISITION CORP. Legend Mexxxxxx XxxxpBoard of Directors Xxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxxxx EXHIBIT A Phoenix India Acquisition Corp.

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 affect 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. 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, STONE ARCADE TRINITY PARTNERS ACQUISITION CORPORATION By: ___________________________________ Name: Roger Stone Title: Chief Executive Officer Accepted on the daxx xxxxx xxove written. MORGAN JOSEPH & CO. COMPANY INC. By: ______________________________ Naxx---------------------------- Name: XxxxeXxxxxxxx Xxxxxxxx Title: President Accepted on the date first above written. HCFP/XXXXXXX SECURITIES LLC By: ---------------------------- Name: Xxx Xxxxxxxxx Title: Vice Chairman SCHEDULE I STONE ARCADE TRINITY PARTNERS ACQUISITION CORPORATION 30,000,000 COMPANY INC. 125,000 SERIES A UNITS 650,000 SERIES B UNITS Number of Series A Units Number of Series B Units Underwriter Number of Firm Units to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc. Legend Mexxxxxx Xxxxpto be Purchased ----------- --------------- --------------- HCFP/Xxxxxxx Securities LLC 125,000 650,000

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 affect 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. 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, STONE ARCADE ASIA AUTOMOTIVE ACQUISITION CORPORATION By: ___________________________________ -------------------------------------- Name: Roger Stone Rudy Wilson Title: Chief Executive Officer Accepted on the daxx date fxxxx xxxxx xxove written. MORGAN JOSEPH RODMAN & CO. INC. RENSHAW, LLC By: ______________________________ Naxx-------------------------------------- Xxme: XxxxeXxtle: SCHEDULE I STONE ARCADE ASIA AUTOMOTIVE ACQUISITION CORPORATION 30,000,000 CORP. 4,375,000 Units Underwriter Number of Firm Units to be Purchased Morgan Joseph UNDERWRITER NUMBER OF FIRM UNITS TO BE PURCHASED Rodman & Co. Renshaw, LLC 2,387,500 Chardan Cxxxxxx Maxxxxx, LLC 187,500 Maxim Group LLC 1,500,000 Fagenson & Co., Inc. Oppenheimer & Co. EarlyBixxXxxxxxx200,000 Capital Growth Financial, Xxc. Legend Mexxxxxx XxxxpLLC 100,000

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 affect 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. 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, STONE ARCADE ARDENT ACQUISITION CORPORATION By: ___________________________________ ------------------------------ Name: Roger Stone TitleBarry J. Gordon Titlx: Chief Executive Xxxxx Xxxxxxive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ Naxx------------------------------ Name: XxxxeSteven Levine Title: Managing Director SCHEDULE I STONE ARCADE ARDENT ACQUISITION CORPORATION 30,000,000 Units Underwriter 3,000,000 UNITS Number of Firm Units to be Underwriter To Be Purchased Morgan Joseph & Co. ----------- --------------- EarlyBirdCapital, Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc. Legend Mexxxxxx Xxxxp3,000,000

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 affect 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. 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, STONE ARCADE PHOENIX INDIA ACQUISITION CORPORATION CORP. By: _____/s/ Name: Xxxxxx Xxxxxx Title: President and Chief Strategy Officer Accepted on the date first above written. XXXXXX & XXXXXXX, LLC By: ______________________________ Name: Roger Stone Xxxx X. Xxxxx III Title: Chief Executive Officer Accepted on the daxx xxxxx xxove written. MORGAN JOSEPH & CO. INC. By: ______________________________ Naxx: Xxxxe: President and Senior Managing Director SCHEDULE I STONE ARCADE PHOENIX INDIA ACQUISITION CORPORATION 30,000,000 CORP. 6,156,250 Units Underwriter Number of Firm Units to be Purchased Morgan Joseph Xxxxxx & Co. Xxxxxxx, LLC I-Bankers Securities, Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc6,156,250 SCHEDULE 2.28 PHOENIX INDIA ACQUISITION CORP. Legend Mexxxxxx XxxxpBoard of Directors Xxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxxxx EXHIBIT A Phoenix India Acquisition Corp.

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 affect 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. 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, STONE ARCADE RESTAURANT ACQUISITION CORPORATION PARTNERS, INC. By: ___________________________________ /s/ Xxxxxxxxxxx X. Xxxxxx Name: Roger Stone Xxxxxxxxxxx X. Xxxxxx Title: Chief Executive Officer and President Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH CAPITAL GROWTH FINANCIAL, LLC By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chairman & CO. CEO SCHEDULE I RESTAURANT ACQUISITION PARTNERS, INC. By: ______________________________ Naxx: Xxxxe: SCHEDULE I STONE ARCADE ACQUISITION CORPORATION 30,000,000 Units 3,333,333 UNITS Underwriter Number of Firm Units to be Purchased Morgan Joseph & Co. Tejas Securities Group, Inc. Oppenheimer & Co. EarlyBixxXxxxxxx1,666,667 Xxxxxx and Xxxxxxx 1,000,000 Forge Financial Group, Xxc. Legend Mexxxxxx XxxxpInc. 275,000 vFinance Investments, Inc. 275,000

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 affect 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. 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, STONE ARCADE COURTSIDE ACQUISITION CORPORATION CORP. By: ___________________________________ ------------------------------- Name: Roger Stone Xxxxxxx X. Xxxxxxxxx Title: Chief Executive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ Naxx------------------------------ Name: XxxxeXxxxxx Xxxxxx Title: Managing Director SCHEDULE I STONE ARCADE COURTSIDE ACQUISITION CORPORATION 30,000,000 Units Underwriter CORP. 12,000,000 UNITS Number of Firm Units Underwriter to be Purchased Morgan Joseph & Co. ----------- --------------- EarlyBirdCapital, Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc. Legend Mexxxxxx Xxxxp12,000,000

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 affect 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. 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, STONE ARCADE TREMISIS ENERGY ACQUISITION CORPORATION By: ___________________________________ Name: Roger Stone Xxxxxxxx X. Xxxxx Title: Chief Executive Officer Chairman of the Board Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ NaxxName: XxxxeXxxxxx Xxxxxx Title: Managing Director SCHEDULE I STONE ARCADE TREMISIS ENERGY ACQUISITION CORPORATION 30,000,000 Units Underwriter 4,000,000 UNITS Number of Firm Units Underwriter to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx----------- --------------- EarlyBirdCapital, Xxc. Legend Mexxxxxx XxxxpInc.

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 affect 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. 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, STONE ARCADE CHARDAN SOUTH CHINA ACQUISITION CORPORATION By: ___________________________________ Name: Roger Stone Jiangnan Xxxxx Title: Chief Executive Officer Chairman of the Board Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ NaxxName: XxxxeXxxxxx Xxxxxx Title: Managing Director SCHEDULE I STONE ARCADE CHARDAN SOUTH CHINA ACQUISITION CORPORATION 30,000,000 Units Underwriter 4,000,000 UNITS Number of Firm Units Underwriter to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx----------- --------------- EarlyBirdCapital, Xxc. Legend Mexxxxxx XxxxpInc.

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 affect 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. 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, STONE ARCADE CHARDAN CHINA ACQUISITION CORPORATION CORP. III By: ___________________________________ Name: Roger Stone Jiangnan Xxxxx Title: Chief Executive Officer Chairman of the Board Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ NaxxName: XxxxeXxxxxx Xxxxxx Title: Managing Director SCHEDULE I STONE ARCADE CHARDAN CHINA ACQUISITION CORPORATION 30,000,000 Units Underwriter CORP. III 4,000,000 UNITS Number of Firm Units Underwriter to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx----------- --------------- EarlyBirdCapital, Xxc. Legend Mexxxxxx XxxxpInc.

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 affect 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. 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, STONE ARCADE ISRAEL TECHNOLOGY ACQUISITION CORPORATION CORP. By: ___________________________________ Name: Roger Stone Israel Frieder Title: Chief Executive Chxxx Xxxxxxxxx Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ NaxxName: XxxxeSteven Levine Title: Managing Director SCHEDULE I STONE ARCADE ISRAEL TECHNOLOGY ACQUISITION CORPORATION 30,000,000 Units Underwriter CORP. 3,000,000 UNITS Number of Firm Units Underwriter to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx----------- --------------- EarlyBirdCapital, Xxc. Legend Mexxxxxx XxxxpInc.

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 affect 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. 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, STONE ARCADE TC ACQUISITION CORPORATION CORP. By: ___________________________________ Name: Roger Stone Xxxxxx Xxxxxxxx Title: President and Chief Executive Officer Accepted on the daxx xxxxx xxove written. MORGAN JOSEPH date first above written XXXXXXXX CURHAN FORD & CO. INC. By: ______________________________ NaxxName: XxxxeXxxxxxxxxxx Xxxxxxx, Esq. Title: General Counsel SCHEDULE I STONE ARCADE TC ACQUISITION CORPORATION 30,000,000 CORP. 6,000,000 Units Underwriter to be Number of Firm Units to be Purchased Morgan Joseph Xxxxxxxx Curhan Ford & Co. Inc. Oppenheimer [ ] Legend Merchant Group [ ] Schedule 2.18.4 Exhibit A Form of Opinion Exhibit 1.1 UNDERWRITING AGREEMENT between TC ACQUISITION CORP. and XXXXXXXX CURHAN FORD & Co. EarlyBixxXxxxxxxCO. Dated: , Xxc2006 TC ACQUISITION CORP. Legend Mexxxxxx XxxxpUNDERWRITING AGREEMENT SCHEDULE I TC ACQUISITION CORP. 6,000,000 Units Schedule 2.18.4

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 affect 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. 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, STONE ARCADE PHARMAMATRIX ACQUISITION CORPORATION By: ___________________________________ Name: Roger Stone Norman M. Meier Title: Chief Executive Cxxxx Xxxxxxxxx Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH JESUP & CO. INC. ByLAMONT SECURITIES CORPORATION Xx: ______________________________ NaxxName: XxxxeTitle: SCHEDULE I STONE ARCADE PHARMAMATRIX ACQUISITION CORPORATION 30,000,000 5,333,334 Units Underwriter Number of Firm Units to be Purchased Morgan Joseph Jesup & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc. Legend Mexxxxxx XxxxpLamont Securities Corporation 5,333,334

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 affect 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. 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, STONE ARCADE ACQUISITION CORPORATION GLOBAL ALTERNATIVE ASSET MANAGEMENT, INC. By: ________________________________________ Name: Roger Stone Title: Chief Executive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. EARLYBIRDCAPITAL, INC. Acting severally on behalf of itself and the several Underwriters listed in Schedule I hereto By: ________________________________________ NaxxName: XxxxeTitle: SCHEDULE I STONE ARCADE ACQUISITION CORPORATION 30,000,000 GLOBAL ALTERNATIVE ASSET MANAGEMENT, INC. 20,000,000 Units Underwriter Number of Firm Units to be Purchased Morgan Joseph EarlyBirdCapital, Inc. Maxim Group LLC Ladenburg Txxxxxxx & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc. Legend Mexxxxxx Xxxxp20,000,000

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 affect 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. 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, STONE ARCADE MILLSTREAM II ACQUISITION CORPORATION By: _____________________________________ Name: Roger Stone Xxxxxx Xxxxxxx Title: Chief Executive Officer Chairman Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ NaxxName: XxxxeXxxxxx Xxxxxx Title: Managing Director SCHEDULE I STONE ARCADE MILLSTREAM II ACQUISITION CORPORATION 30,000,000 Units Underwriter 4,000,000 UNITS Number of Firm Units Underwriter to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx----------- --------------- EarlyBirdCapital, Xxc. Legend Mexxxxxx XxxxpInc.

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 affect 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. 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, STONE ARCADE PHARMAMATRIX ACQUISITION CORPORATION By: ___________________________________ Name: Roger Stone TitleNorman M. Meier Tixxx: Chief Executive Xxxxx Xxecutive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH JESUP & CO. INC. ByLAMONT SECURITIES CORPORATION Xx: ______________________________ NaxxName: XxxxeTitle: SCHEDULE I STONE ARCADE PHARMAMATRIX ACQUISITION CORPORATION 30,000,000 5,333,334 Units Underwriter Number of Firm Units to be Purchased Morgan Joseph Jesup & Co. Lamont Securities Corporation 2,666,667 Granite Financial Group, Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc2,666,667 ========= Total. Legend Mexxxxxx Xxxxp. . . . . 5,333,334

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 affect 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. 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, STONE ARCADE ARDENT ACQUISITION CORPORATION By: ___________________________________ ------------------------------ Name: Roger Stone TitleBarry J. Gordon Titlx: Chief Executive Xxxxx Xxxxxxive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ Naxx------------------------------ Name: XxxxeSteven Levine Title: Managing Director SCHEDULE I STONE ARCADE ARDENT ACQUISITION CORPORATION 30,000,000 Units Underwriter 5,000,000 UNITS Number of Firm Units to be Underwriter To Be Purchased Morgan Joseph & Co. ----------- --------------- EarlyBirdCapital, Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc. Legend Mexxxxxx Xxxxp5,000,000

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 affect 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. If the foregoing correctly sets forth the understanding between the Underwriters Representative 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, STONE ARCADE ACQUISITION CORPORATION PIVOT RULES, INC. By: ___________________________________ /s/ E. Xxxxxxx Xxxxx -------------------------------- Name: Roger Stone E. Xxxxxxx Xxxxx Title: President and Chief Executive Officer Accepted on as of the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. INCNew York, New York GKN SECURITIES CORP. By: ______________________________ Naxx/s/ Xxxxxxx X. Xxxxxx -------------------------- Xxxxxxx X. Xxxxxx Title: Xxxxe: Vice President SCHEDULE I STONE ARCADE ACQUISITION CORPORATION 30,000,000 Units Underwriter PIVOT RULES, INC. 1,500,000 UNITS Number of Firm Units Underwriter to be Purchased Morgan Joseph ----------- --------------- GKN Securities Corp. 1,200,000 Xxxxxx & Co. Associates, Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc. Legend Mexxxxxx Xxxxp300,000 SCHEDULE 2.22 INTANGIBLES

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 affect 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. 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, STONE ARCADE PHOENIX INDIA ACQUISITION CORPORATION CORP. By: _____/s/ Name: Xxxxxx Xxxxxx Title: President and Chief Strategy Officer Accepted on the date first above written. XXXXXX & XXXXXXX, LLC By: ______________________________ Name: Roger Stone Xxxx X. Xxxxx III Title: Chief Executive Officer Accepted on the daxx xxxxx xxove writtenPresident and Senior Managing Director SCHEDULE I PHOENIX INDIA ACQUISITION CORP. MORGAN JOSEPH 6,250,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx & CO. INC. By: ___________________Xxxxxxx, LLC ___________ Naxx: Xxxxe: 6,250,000 SCHEDULE I STONE ARCADE 2.28 PHOENIX INDIA ACQUISITION CORPORATION 30,000,000 Units Underwriter Number CORP. Board of Firm Units to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc. Legend Mexxxxxx XxxxpDirectors Xxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxxxx EXHIBIT A Phoenix India Acquisition Corp.

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 affect 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. 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, STONE ARCADE CHARDAN SOUTH CHINA ACQUISITION CORPORATION By: ___________________________________ Name: Roger Stone Jiangnan Huang Title: Chief Executive Officer Chairman of the Board Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ NaxxName: XxxxeSteven Levine Title: Mxxxxxxx Xxxxxtor SCHEDULE I STONE ARCADE CHARDAN SOUTH CHINA ACQUISITION CORPORATION 30,000,000 Units Underwriter 5,000,000 UNITS Number of Firm Units Underwriter to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx----------- --------------- EarlyBirdCapital, Xxc. Legend Mexxxxxx XxxxpInc.

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 affect 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. 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, STONE ARCADE JAGUAR ACQUISITION CORPORATION By: ___________________________________ /s/ Xxxxxxxx Xxxxxx ----------------------------------- Name: Roger Stone Xxxxxxxx Xxxxxx Title: Chief Executive Officer Accepted on the daxx xxxxx xxove date first above written. MORGAN JOSEPH & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ Naxx/s/ Xxxxxx Xxxxxx ------------------------------ Name: XxxxeXxxxxx Xxxxxx Title: Managing Director SCHEDULE I STONE ARCADE JAGUAR ACQUISITION CORPORATION 30,000,000 Units Underwriter 4,000,000 UNITS Number of Firm Units Underwriter to be Purchased Morgan Joseph & Co. ----------- --------------- EarlyBirdCapital, Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc. Legend Mexxxxxx Xxxxp3,800,000 Maxim Group LLC 200,000 --------- 4,000,000

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 affect 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. If the foregoing correctly sets forth the understanding between among 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 among us. Very truly yours, STONE ARCADE ACQUISITION CORPORATION By: ___________________________________ Name: Roger Stone Title: Chief Executive Officer Accepted on the daxx xxxxx xxove written. MORGAN JOSEPH & CO. PURO WATER GROUP, INC. By: ______________________________ Naxx--------------------------- Name: XxxxeXxxx Xxxx Title: President Accepted as of the date first above written. New York, New York XXXXXXX EQUITIES, INC. GILFORD SECURITIES INCORPORATED Acting on behalf of themselves and as the Representatives of the other several Underwriters named in Schedule I hereof. By: XXXXXXX EQUITIES, INC. By: ------------------------------------ Name: Xxxxxx X. Xxxxxx Title: Managing Director By: GILFORD SECURITIES INCORPORATED By: ----------------------------------- Name: Title: SCHEDULE I STONE ARCADE ACQUISITION CORPORATION 30,000,000 Units Underwriter Number of Firm Units Name of Underwriter Shares to be Purchased Morgan Joseph & Co. Inc. Oppenheimer & Co. EarlyBixxXxxxxxx, Xxc. Legend Mexxxxxx Xxxxp------------------- ----------------------