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, OAKMONT ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. By: Name: Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo 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, OAKMONT STONELEIGH PARTNERS ACQUISITION CORP. By: ___________________________________ Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. HCFP/XXXXXXX SECURITIES LLC By: _____________________________________ Name: Avi Lipsker Title: Managing Director SCHEDULE I OAKMONT STONELEIGH PARTNERS ACQUISITION CORP. 8,000,000 25,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. HCFP/Xxxxxxx Securities LLC Pali Capital, Inc. Xxxxx Fargo Securities, LLCTotal 25,000,000

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, OAKMONT ECHO HEALTHCARE ACQUISITION CORP. By: ___________________________________ Name: Xxxxxxx X. Xxxx Jxxx Xxxxxx Title: President Accepted on the date first above written. XXXXXX MXXXXX XXXXXX & CO. INC. By: ______________________________ Name: Fxxxxxxxx X. Xxxxxx Title: Managing Director SCHEDULE I OAKMONT ECHO HEALTHCARE ACQUISITION CORP. 8,000,000 6,250,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Mxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo SecuritiesRxxx Capital Partners, LLCLLC Legend Merchant 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, OAKMONT ASCEND ACQUISITION CORP. By: ------------------------------------ Name: Xxxxxxx Xxx X. Xxxx Title: President Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: --------------------------------- Name: Xxxxxx Xxxxxx Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCManaging Director

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, OAKMONT CHINA UNISTONE ACQUISITION CORP. CORPORATION By: ___________________________________ Name: Xxxxxxx X. Xxxx James Z. Li Title: President Chief Exxxxxxxx Xxficer Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Steven Levine Title: Managing Director SCHEDULE I OAKMONT CHINA UNISTONE ACQUISITION CORP. 8,000,000 CORPORATION 3,000,000 Units Underwriter Number of Firm Units Underwriter to be Purchased Xxxxxx Xxxxxx & Co. ----------- --------------- EarlyBirdCapital, Inc. Xxxxx Fargo Securities, LLC3,000,000

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, OAKMONT RESTAURANT ACQUISITION CORPPARTNERS, INC. By: Name: Xxxxxxx Xxxxxxxxxxx X. Xxxx Xxxxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX LADENBURG XXXXXXXX & CO. INC. By: Name: Xxxxxx Xxxxxx Title: Managing Director CAPITAL GROWTH FINANCIAL, LLC By: Name: Xxxx X. Xxxxxx Title: Chairman & CEO SCHEDULE I OAKMONT RESTAURANT ACQUISITION CORP. 8,000,000 Units 5,000,000 UNITS Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx Ladenburg Xxxxxxxx & Co. Inc. Xxxxx Fargo Securities2,500,000 Capital Growth Financial, LLCLLC 2,500,000 33 QuickLinks

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. [Signature Page Follows] 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, OAKMONT ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. AYTU BIOSCIENCE, INC. By: Name: Jxxxxx X. Xxxxxxx Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number Chief Executive Officer Confirmed as of Firm Units to be Purchased Xxxxxx Xxxxxx the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: JXXXXX XXXXXX & Co. Inc. Xxxxx Fargo SecuritiesCO., LLC. By: Name: Exxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1

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, OAKMONT CHINA DISCOVERY ACQUISITION CORP. By: ___________________________________ Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Sxxxxx Xxxxxx Title: Managing Director SCHEDULE I OAKMONT CHINA DISCOVERY ACQUISITION CORP. 8,000,000 5,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. EarlyBirdCapital, Inc. Xxxxx Fargo Securities, LLCLegend Merchant 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, OAKMONT PANTHEON CHINA ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: Name: Sxxxxx Xxxxxx Title: Managing Director SCHEDULE I OAKMONT PANTHEON CHINA ACQUISITION CORP. 8,000,000 5,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo SecuritiesEarlyBirdCapital, LLCInc.

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, OAKMONT VECTOR INTERSECT SECURITY ACQUISITION CORP. By: ----------------------------------------------------- Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. XXXXXXX, LLC By: ----------------------------------------------------- Name: Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo 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. [Signature Page Follows] 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, OAKMONT ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on us as of the date first above written. XXXXXX XXXXXX & CO. Very truly yours, XXXXXXX INC. By: Name: Xxxxx Xxxxxxx Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number Chief Executive Officer and President Confirmed as of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securitiesthe date first written above mentioned, LLCon behalf of itself and as Representatives of the several Underwriters named on Schedule 1 hereto: SPARTAN CAPITAL SECURITIES, LLC By: Name: Title:

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, OAKMONT ACQUISITION CORP. CAMDEN LEARNING CORPORATION By: Name: Dxxxx Xxxxxxx X. Xxxx Title: President and Chief Executive Officer Accepted on the date first above written. XXXXXX MXXXXX XXXXXX & CO. INC. By: Name: Title: Managing Director SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 CAMDEN LEARNING CORPORATION 4,500,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Mxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCAPPENDIX 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, OAKMONT RHAPSODY ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I OAKMONT RHAPSODY ACQUISITION CORP. 8,000,000 4,500,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo SecuritiesEarlyBirdCapital, LLCInc.

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, OAKMONT SPRING CREEK ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I OAKMONT SPRING CREEK ACQUISITION CORP. 8,000,000 4,500,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo SecuritiesEarlyBirdCapital, LLCInc.

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, OAKMONT ACQUISITION CORPGLOBAL TECHNOLOGY INDUSTRIES, INC. By: /s/Xxxxxx X. Xxx Name: Xxxxxxx Xxxxxx X. Xxxx Xxx Title: President Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. By: Name: Title: SCHEDULE I OAKMONT ACQUISITION CORPGLOBAL TECHNOLOGY INDUSTRIES, INC. 8,000,000 10,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCInc.

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, OAKMONT MERCATOR PARTNERS ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. HCFP/XXXXXXX SECURITIES LLC By: Name: Xxx Xxxxxxxxx Title: Vice Chairman SCHEDULE I OAKMONT MERCATOR PARTNERS ACQUISITION CORP. 8,000,000 500,000 Series A Units 4,600,000 Series B Units Underwriter Number of Firm Series A Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, Number of Series B Units to 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. [Signature Page Follows] 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, OAKMONT ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. ADVAXIS, INC. By: /s/ Kxxxxxx X. Berlin Name: Mx. Xxxxxxx X. Berlin Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number President and Chief Executive Officer Confirmed as of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securitiesthe date first written above mentioned, LLCon behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto:

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, OAKMONT INTERAMERICAN ACQUISITION CORPGROUP INC. By: ----------------------------------------------------- Name: Xxxxxxx X. Xxxx Xxxxx Title: President Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. GRANITE FINANCIAL GROUP, INC. By: ----------------------------------------------------- Name: Title: SCHEDULE I OAKMONT INTERAMERICAN ACQUISITION CORPGROUP INC. 8,000,000 15,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. UNDERWRITER NUMBER OF FIRM UNITS TO BE PURCHASED Granite Financial Group, Inc. Xxxxx Fargo Ramuis Securities, LLCL.L.C.

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 Underwriter 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, OAKMONT FORTISSIMO ACQUISITION CORP. By: ___________________________________ Name: Xxxxxxx X. Xxxx Yxxxx Xxxxx Title: President Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Sxxxxx Xxxxxx Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCManaging Director

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, OAKMONT CHINA FORTUNE ACQUISITION CORP. By: ___________________________________ Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I OAKMONT CHINA FORTUNE ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo SecuritiesEarlyBirdCapital, LLCInc.

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, OAKMONT RESTAURANT ACQUISITION CORPPARTNERS, INC. By: Name: Xxxxxxx Xxxxxxxxxxx X. Xxxx Xxxxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. CAPITAL GROWTH FINANCIAL, LLC By: Name: Xxxx X. Xxxxxx Title: Chairman & CEO SCHEDULE I OAKMONT RESTAURANT ACQUISITION CORP. 8,000,000 Units 4,000,000 UNITS Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo SecuritiesCapital Growth Financial, LLCLLC 4,000,000 32 QuickLinks

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 Underwriter 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, OAKMONT ACQUISITION CORP. SMX (Security Matters) Public Limited Company By: Name: Xxxxxxx X. Xxxx Title: President Accepted on Confirmed as of the date first written above written. XXXXXX XXXXXX & CO. INC. mentioned: EX Xxxxxx LLC By: Name: Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter 1 Pricing Information Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCShares: [●] Public Offering Price per one Firm Share: $[●] Underwriting Discount per one Firm Share: $[●] (2.5%) SCHEDULE 2 Issuer General Use Free Writing Prospectuses None

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, OAKMONT ASIA AUTOMOTIVE ACQUISITION CORP. By: -------------------------------------- Name: Xxxxxxx X. Xxxx Rudy Wilson Title: President Chief Executive Officer Accepted on the date first above fxxxx xxxxx written. XXXXXX XXXXXX RODMAN & CO. INC. RENSHAW, LLC By: Name-------------------------------------- Xxme: TitleXxtle: SCHEDULE I OAKMONT ASIA AUTOMOTIVE ACQUISITION CORP. 8,000,000 4,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx UNDERWRITER NUMBER OF FIRM UNITS TO BE PURCHASED Rodman & Co. Inc. Xxxxx Fargo SecuritiesRenshaw, LLCLLC Chardan Capital Markets

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. [Signature Page Follows] 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, OAKMONT ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on us as of the date first above written. XXXXXX XXXXXX & CO. INC. Very truly yours, TC BIOPHARM (HOLDINGS) PLC By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: EX XXXXXX, division of Benchmark Investments, LLC By: Name: Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units 1 Underwriter Total Number of Firm Units Shares to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo SecuritiesEX Xxxxxx, LLCdivision of Benchmark Investments, LLC SCHEDULE 2-A Pricing Information Number of Firm Shares:

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, OAKMONT ACQUISITION CORP. GENERAL FINANCE CORPORATION By: Name: Rxxxxx Xxxxxxx X. Xxxx Title: President Chief Executive Officer Accepted on the date first above written. XXXXXX MXXXXX XXXXXX & CO. INC. By: Name: Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 GENERAL FINANCE CORPORATION 7,500,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCPurchased

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, OAKMONT HYDE PARK ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President /s/ Name Title Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: /s/ Name: Sxxxxx Xxxxxx Title: Managing Director SCHEDULE I OAKMONT HYDE PARK ACQUISITION CORP. 8,000,000 11,250,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. EarlyBirdCapital, Inc. Xxxxx Fargo Securities, LLCLegend Merchant 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, OAKMONT ACQUISITION CORPAUGMENT SYSTEMS, INC. By: ------------------------------- Name: Xxxxxxx Xxxxxx X. Xxxx Title: President and Chief Executive Officer Accepted on as of the date first above written. XXXXXX XXXXXX & CO. INC. By: Name: Title: SCHEDULE I OAKMONT ACQUISITION New York, New York GKN SECURITIES CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo 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, OAKMONT ACQUISITION CORP. GENERAL FINANCE CORPORATION By: Name: Rxxxxx Xxxxxxx X. Xxxx Title: President Chief Executive Officer Accepted on the date first above written. XXXXXX MXXXXX XXXXXX & CO. INC. By: Name: Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 GENERAL FINANCE CORPORATION 10,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Mxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Wedbush Mxxxxx 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, OAKMONT HD PARTNERS ACQUISITION CORP. CORPORATION By: Name: Xxxxxxx Xxxx X. Xxxx Xxxxxxxxxxx Title: Chairman, President and CEO Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. By: Name: Xxxxxxxxx X. Xxxxxx Title: Managing Director SCHEDULE I OAKMONT HD PARTNERS ACQUISITION CORP. 8,000,000 CORPORATION 10,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCInc.

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, OAKMONT CHINA OPPORTUNITY ACQUISITION CORP. By: _______________________________ Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: _______________________________ Name: Steven Levine Title: Manaxxxx Xxxxxxxx SCHEDULE I OAKMONT CHINA OPPORTUNITY ACQUISITION CORP. 8,000,000 Units Underwriter 6,000,000 UNITS Number of Firm Units Underwriter to be Purchased Xxxxxx Xxxxxx & Co. EarlyBirdCapital, Inc. Xxxxx Fargo Securities, LLCLegend Merchant 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 Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usagreement. Very truly yours, OAKMONT FEDERAL SERVICES ACQUISITION CORP. CORPORATION By: Name: Xxxxxxx Xxxx X. Xxxx Xxxxx Title: President Chairman and Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. : CRT CAPITAL GROUP LLC By: Name: Xxxxxxxxxxx Xxxxx Title: Managing Director 23. SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLC2.18.4 None.

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 Underwriter 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, OAKMONT ACQUISITION CORPTHE MILLBROOK PRESS INC. By: _____________________________ Name: Xxxxxxx X. Xxxx Xxxxxx Title: President Accepted on as of the date first above written. XXXXXX XXXXXX & CO. INCNew York, New York GKN SECURITIES CORP. By: :___________________________________ Name: Xxxxxxx Xxxxxxxxx Xxxxxx Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCExecutive Vice President

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, OAKMONT ACQUISITION CORPETON PHARMACEUTICALS, INC. By: Name: Xxxxxxx X. Xxxx Title: Sxxx Xxxxxxxxxx, President and Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. NATIONAL SECURITIES CORPORATION, as Representative of the several Underwriters By: Name: Title: Jxxxxxxx X. Xxxx, EVP – Head of Investment Banking SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units 1 Name of Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCShares National Securities Corporation

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, OAKMONT LUMAX ACQUISITION CORP. By: Name: Sxxxx X. Xxxxxxx X. Xxxx Title: President Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. DXXXXX XXXXX SECURITIES, INC. By: Name: Title: SCHEDULE I OAKMONT LUMAX ACQUISITION CORP. 8,000,000 Units 3,125,000 UNITS Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCPurchased

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 Underwriter 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, OAKMONT ACQUISITION CORPVIRAGEN, INC. By: Name: Xxxxxxx X. Xxxx Title: President and Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. XXXXX SECURITIES, INC. By: Name: Xxxxxx X. Xxxxxx, Xx. Title: Chief Executive Officer SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCISSUER FREE WRITING PROSPECTUSES SCHEDULE II SUBSIDIARIES OF THE COMPANY SCHEDULE III

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, OAKMONT ACQUISITION CORP. CAMDEN LEARNING CORPORATION By: Name: Xxxxx Xxxxxxx X. Xxxx Title: President and Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. By: Name: [Xxxxxxxxx X. Xxxxxx] Title: Managing Director SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 CAMDEN LEARNING CORPORATION 4,500,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCInc.

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. [Signature Page Follows] 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, OAKMONT ACQUISITION CORP. CYTOSORBENTS CORPORATION By: Name: Xxxxxxx X. Pxxxxxx Xxxx Title: President Accepted on and CEO Confirmed as of the date first written above written. XXXXXX XXXXXX & CO. INC. mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: BREAN CAPITAL, LLC By: Name: Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo 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. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriter 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, OAKMONT ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. CITIUS PHARMACEUTICALS, INC. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number President & CEO Confirmed as of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCthe date first written above:

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, OAKMONT ACQUISITION CORPAMERICAN TELECOM SERVICES INC. By: Name: Xxxxxxx X. Xxxxx Xxxx Title: President Chief Executive Officer Accepted on as of the date first above written. XXXXXX XXXXXX & CO. INC. New York, New York HCFP/XXXXXXX SECURITIES LLC By: Name: Title: SCHEDULE I OAKMONT ACQUISITION CORPAMERICAN TELECOM SERVICES INC. 8,000,000 Units Underwriter Number of Firm Units Securities to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo 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, OAKMONT INTERAMERICAN ACQUISITION CORPGROUP INC. By: ----------------------------------------------------- Name: Xxxxxxx X. Xxxx Xxxxx Title: President Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. GRANITE FINANCIAL GROUP, LLC By: ----------------------------------------------------- Name: Title: SCHEDULE I OAKMONT INTERAMERICAN ACQUISITION CORPGROUP INC. 8,000,000 6,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo SecuritiesUNDERWRITER NUMBER OF FIRM UNITS TO BE PURCHASED Granite Financial 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. Skystar Bio-Pharmaceutical Company. _______________, 2008 Page 27 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, OAKMONT ACQUISITION CORP. SKYSTAR BIO-PHARMACEUTICAL COMPANY By: Name: Xxxxxxx X. Xxxx Wxxxxxx Xx Title: President Chairman and Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX RXXXXX & CO. INC. RXXXXXX, LLC By: Name: Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLC1 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 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, OAKMONT ACQUISITION CORPCHINA EDUCATION ALLIANCE, INC. By: /s/ Xiqun Yu Name: Xxxxxxx X. Xxxx Xiqun Yu Title: President Chairman and Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX RXXXXX & CO. INC. RXXXXXX, LLC By: /s/ Jxxx Xxxxx Name: Jxxx Xxxxx Title: SCHEDULE I OAKMONT ACQUISITION CORPSr. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx Managing Director ANNEX 1 Schedule 1 Rxxxxx & Co. Inc. Xxxxx Fargo Securities, Rxxxxxx 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, OAKMONT ALDABRA ACQUISITION CORP. CORPORATION By: ___________________________________ Name: Xxxxxxx X. Xxxx Xxxxx Xxxxx Title: President Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. By: ______________________________ Name: Xxxxxxxxx X. Xxxxxx Title: Managing Director SCHEDULE I OAKMONT ALDABRA ACQUISITION CORP. CORPORATION 8,000,000 Units Underwriter Number of Firm Units Underwriter to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCEarlyBird Capital 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, OAKMONT ARGYLE SECURITY ACQUISITION CORP. CORPORATION By: Name: Xxxxxxx X. Xxxx Xxx Xxxxxx Title: President Co-Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. XXXXXXX, LLC By: Name: Xxxxxx Xxxxx Title: Chief Financial Officer SCHEDULE I OAKMONT ARGYLE SECURITY ACQUISITION CORP. 8,000,000 CORPORATION 12,500,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCPurchased

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. [Signature Page Follows] 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, OAKMONT ACQUISITION CORP. CYTOSORBENTS CORPORATION By: Name: Xxxxxxx X. Pxxxxxx Xxxx Title: President Accepted on and CEO Confirmed as of the date first written above written. XXXXXX XXXXXX & CO. INC. mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: BREAN CAPITAL, LLC By: :___________________________ Name: Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo 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 Underwriter 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, OAKMONT ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. JERASH HOLDINGS (US), INC. By: /s/ Cxxx Xxx Hung Name: Cxxx Xxx Hung Title: President Confirmed as of the date first written above, on behalf of itself as Underwriter: NETWORK 1 FINANCIAL SECURITIES, INC. By: /s/ Dxxxx X. Xxxxxxxxxx Name: Dxxxx X. Xxxxxxxxxx Title: Director of Investment Banking SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number 1 Issuer General Use Free Writing Prospectuses SCHEDULE 2 Written Testing-the-Waters Communications SCHEDULE 3 List of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCLock-Up Parties

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. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriter 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, OAKMONT ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. CITIUS PHARMACEUTICALS, INC. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number CEO & President Confirmed as of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCthe date first written above:

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, OAKMONT RESTAURANT ACQUISITION CORPPARTNERS, INC. By: Name: Xxxxxxx Xxxxxxxxxxx X. Xxxx Xxxxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. CAPITAL GROWTH FINANCIAL, LLC By: Name: Xxxx X. Xxxxxx Title: Chairman & CEO SCHEDULE I OAKMONT RESTAURANT ACQUISITION CORP. 8,000,000 Units 3,333,333 UNITS Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCQuickLinks

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, OAKMONT ASIA AUTOMOTIVE ACQUISITION CORP. CORPORATION By: -------------------------------------- Name: Xxxxxxx X. Xxxx Rudy Wilson Title: President Chief Executive Officer Accepted on the date first above fxxxx xxxxx written. XXXXXX XXXXXX RODMAN & CO. INC. RENSHAW, LLC By: Name-------------------------------------- Xxme: TitleXxtle: SCHEDULE I OAKMONT ASIA AUTOMOTIVE ACQUISITION CORP. 8,000,000 4,375,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx UNDERWRITER NUMBER OF FIRM UNITS TO BE PURCHASED Rodman & Co. Inc. Xxxxx Fargo SecuritiesRenshaw, LLC Chardan Capital Markets, 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 noncompliance 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 noncompliance 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, OAKMONT ACQUISITION CORP. CleanCore Solutions, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxx Xxxxx Title: President Accepted on Chief Executive Officer Confirmed as of the date first written above written. XXXXXX XXXXXX & CO. INC. mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCCEO

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, OAKMONT ALDABRA ACQUISITION CORP. CORPORATION By: ___________________________________ Name: Xxxxxxx X. Xxxx Xxxxx Xxxxx Title: President Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. By: ______________________________ Name: Xxxxxxxxx X. Xxxxxx Title: Managing Director SCHEDULE I OAKMONT ALDABRA ACQUISITION CORP. 8,000,000 CORPORATION 4,000,000 Units Underwriter Number of Firm Units Underwriter to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCInc.

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, OAKMONT EAST INDIA COMPANY ACQUISITION CORP. By: ___________________________________ Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I OAKMONT EAST INDIA COMPANY ACQUISITION CORP. 8,000,000 6,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo SecuritiesEarlyBirdCapital, LLCInc.

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, OAKMONT RESTAURANT ACQUISITION CORPPARTNERS, INC. By: Name: Xxxxxxx Xxxxxxxxxxx X. Xxxx Xxxxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX LADENBURG XXXXXXXX & CO. INC. By: Name: Xxxxxx Xxxxxx Title: Managing Director CAPITAL GROWTH FINANCIAL, LLC By: Name: Xxxx X. Xxxxxx Title: Chairman & CEO SCHEDULE I OAKMONT RESTAURANT ACQUISITION CORP. 8,000,000 Units 5,000,000 UNITS Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx Ladenburg Xxxxxxxx & Co. Inc. Xxxxx Fargo SecuritiesCapital Growth Financial, LLCLLC 33 QuickLinks

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, OAKMONT ACQUISITION CORP. BySANTA MONICA MEDIA CORPORATION Xx: ___________________________________ Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. THE SHEMANO GROUP, INC. By: ______________________________ Name: Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 _____________ Units Underwriter Number of Firm Units Underwriter to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities----------- --------------- The Shemano Group, LLCInc.

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, OAKMONT EVEREST ACQUISITION CORP. CORPORATION By: ___________________________________ Name: Xxxxx X. Xxxxxxx X. Xxxx Title: President Chief Executive Officer Accepted on the date first above written. JESUP & XXXXXX XXXXXX & CO. INC. SECURITIES CORPORATION By: ______________________________ Name: Title: SCHEDULE I OAKMONT EVEREST ACQUISITION CORP. 8,000,000 CORPORATION 16,000,000 Units Underwriter Number of Firm Units to be Purchased Jesup & Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCSecurities Corporation 16,000,000

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, OAKMONT ACQUISITION CORPHUIHENG MEDICAL, INC. By: Name: Xxxxxxx X. Xxxx Hxx Xxxxxxxx Title: President Chief Executive Officer Accepted on as of the date first above written. XXXXXX XXXXXX & CO. INC. CHARDAN CAPITAL MARKETS, LLC New York, New York By: Name: Kxxxx Xxxxxxx Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCManaging Director

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, OAKMONT ACQUISITION CORPINTERNATIONAL SHIPPING ENTERPRISES, INC. By: Name: Xxxxxxxx Xxxxxxx X. Xxxx Title: President Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. INCSUNRISE SECURITIES CORP. By: Name: Xxxxxx Low Title: President SCHEDULE I OAKMONT ACQUISITION CORPINTERNATIONAL SHIPPING ENTERPRISES, INC. 8,000,000 17,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCSunrise Securities 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. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Placement Agent 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, OAKMONT ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. BIOVIE INC. By: /s/ Xxxxx X. Do Name: Xxxxx X. Do Title: President & CEO Confirmed as of the date first written above mentioned THINKEQUITY LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director, Head of Equity Syndicate SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLC1

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, OAKMONT RAND ACQUISITION CORP. II By: ___________________________________ Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I OAKMONT RAND ACQUISITION CORP. 8,000,000 II 6,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo SecuritiesEarlyBirdCapital, LLCInc.

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, OAKMONT ACQUISITION CORPTFF PHARMACEUTICALS, INC. By: Name: Xxxxxxx X. Xxxx Title: Xxxxx Xxxxxx President and Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. NATIONAL SECURITIES CORPORATION, as Representative of the several Underwriters By: Name: Title: Xxxxxxxx X. Xxxx, EVP – Head of Investment Banking SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units 1 Name of Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCShares National Securities Corporation

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, OAKMONT INTERAMERICAN ACQUISITION CORPGROUP INC. By: Name: Xxxxxxx X. Xxxx Xxxxx Title: President Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. CHARDAN CAPITAL MARKETS, LLC By: Name: Xxxxx Xxxxxxx Title: Chief Executive Officer SCHEDULE I OAKMONT INTERAMERICAN ACQUISITION CORPGROUP INC. 8,000,000 5,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo SecuritiesChardan Capital Markets, LLC

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, OAKMONT ACQUISITION CORPPACIFIC RESTAURANT HOLDINGS, INC. By: Name: Xxxxxxx X. Xxxx Jxxx Xxxxx Title: President Chief Executive Officer Accepted on as of the date first above written. XXXXXX XXXXXX JESUP & CO. INC. LXXXXX SECURITIES CORPORATION By: Name: Axxxxx Xxxxx Title: Senior Managing Director SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units Securities to be Purchased Xxxxxx Xxxxxx Jesup & Co. Lxxxxx Securities Corporation Empire Financial Group, Inc. Xxxxx Fargo Securities, LLC_____________________________________ 1,700,000

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 Underwriter 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, OAKMONT ACQUISITION CORP. TEARDROP GOLF COMPANY By: -------------------------------------- Name: Xxxx X. Xxxxxxx X. Xxxx Title: President and Chief Executive Officer Accepted on as of the date first above written. XXXXXX XXXXXX & CO. INCNew York, New York GKN SECURITIES CORP. By: ------------------------------- Name: Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo 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, OAKMONT ACQUISITION CORP. ENSERVCO CORPORATION By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxxxxx X. Xxxx Xxxxxxxx Title: President Accepted on and CFO Confirmed as of the date first written above written. XXXXXX XXXXXX & CO. INC. By: Name: Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number mentioned, on behalf of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCitself and as Representative of the several Underwriters named on Schedule 1 hereto:

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, OAKMONT ACQUISITION CORP. NAGAO GROUP HOLDINGS LIMITED By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: Name: Sxxxxx Xxxxxx Title: Managing Director SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 NAGAO GROUP HOLDINGS LIMITED 9,375,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. EarlyBirdCapital, Inc. Xxxxx Fargo Securities, LLC9,375,000 Lane Capital Markets

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, OAKMONT ARGYLE SECURITY ACQUISITION CORP. CORPORATION By: Name: Xxxxxxx X. Xxxx Xxx Xxxxxx Title: President Co-Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. XXXXXXX, LLC By: Name: Xxxxxx Xxxxx Title: Chief Financial Officer SCHEDULE I OAKMONT ARGYLE SECURITY ACQUISITION CORP. 8,000,000 CORPORATION 3,750,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo SecuritiesXxxxxxx, LLC

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 among 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, OAKMONT ACQUISITION CORPDELICIOUS BRANDS, INC. By: ____________________________________ Name: Xxxxxxx Michxxx X. Xxxx Xxxxx Title: President and Chief Executive Officer 31 33 Accepted on as of the date first above written. XXXXXX XXXXXX & CO. INCNew York, New York GAINXX, XXRLXXX XXX. By: ____________________________________ Name: Stevxx Xxxxxxxx Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCSenior Director

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 Underwriter 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, OAKMONT ACQUISITION CORP. DAIS ANALYTIC CORPORATION By: Name: Xxxxxxx X. Xxxx Title: President /s/ Name Title Accepted on the date first above written. XXXXXX XXXXXX MDB CAPITAL GROUP, LLC Name Title Exhibit A Form of Underwriter’s Warrant Agreement ANNEX 2 [Form of Xxxxxxxxxx & CO. INC. By: Name: Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCLLP Opinion as Issuer’s Counsel]

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, OAKMONT INTERAMERICAN ACQUISITION CORPGROUP INC. By: ----------------------------------------------------- Name: Xxxxxxx X. Xxxx Xxxxx Title: President Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. GRANITE FINANCIAL GROUP, INC. By: ----------------------------------------------------- Name: Title: SCHEDULE I OAKMONT INTERAMERICAN ACQUISITION CORPGROUP INC. 8,000,000 15,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo SecuritiesUNDERWRITER NUMBER OF FIRM UNITS TO BE PURCHASED Granite Financial Group, LLCInc.

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, OAKMONT ACQUISITION CORP. CAMDEN LEARNING CORPORATION By: :__________________________________ Name: Dxxxx X. Xxxxxxx X. Xxxx Title: President and Chief Executive Officer Accepted on the date first above written. XXXXXX MXXXXX XXXXXX & CO. INC. By: :________________________ Name: [______________] Title: Managing Director SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 CAMDEN LEARNING CORPORATION 6,250,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Mxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCAPPENDIX 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, OAKMONT ACQUISITION CORPGLOBAL ALTERNATIVE ASSET MANAGEMENT, INC. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. Acting severally on behalf of itself and the several Underwriters listed in Schedule I hereto By: Name: Title: SCHEDULE I OAKMONT ACQUISITION CORPGLOBAL ALTERNATIVE ASSET MANAGEMENT, INC. 8,000,000 15,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx EarlyBirdCapital, Inc. Ladenburg Xxxxxxxx & Co. Inc. Xxxxx Fargo SecuritiesMaxim Group LLC Pali Capital, LLCInc.

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 Underwriter 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, OAKMONT ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. JERASH HOLDINGS (US), INC. By: Name: Cxxx Xxx Hung Title: President Confirmed as of the date first written above, on behalf of itself as Underwriter: NETWORK 1 FINANCIAL SECURITIES, INC. By: Name: Dxxxx X. Xxxxxxxxxx Title: Director of Investment Banking SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number 1 Issuer General Use Free Writing Prospectuses NONE SCHEDULE 2 Written Testing-the-Waters Communications NONE SCHEDULE 3 List of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Lock-Up Parties Executive Officers, Directors Cxxx Xxx Hung Kxxxx Xxxx Rxxxxxx X. Xxxx Gxxx Xxxxxxx Sxxx Xxxxx Fargo Securities, LLCMak Cxxx Xxx

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, OAKMONT ACQUISITION CORPVIRAGEN, INC. By: Name: Xxxxxxx X. Xxxx Title: President and Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. XXXXX SECURITIES, INC. By: Name: Xxxxxx X. Xxxxxx, Xx. Title: Chief Executive Officer SCHEDULE I OAKMONT ACQUISITION CORPVIRAGEN, INC. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCInc. SCHEDULE II ISSUER FREE WRITING PROSPECTUSES SCHEDULE III SUBSIDIARIES OF THE COMPANY SCHEDULE IV

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, OAKMONT PANTHEON CHINA ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: Name: Sxxxxx Xxxxxx Title: Managing Director SCHEDULE I OAKMONT PANTHEON CHINA ACQUISITION CORP. 8,000,000 5,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. EarlyBirdCapital, Inc. Xxxxx Fargo Securities, LLCLegend Merchant 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, OAKMONT ACQUISITION CORPHIGHBURY FINANCIAL INC. By: :____________________________________________ Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. written THINKEQUITY PARTNERS LLC By: :___________________________________________ Name: Title: SCHEDULE I OAKMONT ACQUISITION CORPHIGHBURY FINANCIAL INC. 8,000,000 6,733,333 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. ThinkEquity Partners LLC EarlyBirdCapital, Inc. Xxxxx Fargo Securities, LLCSCHEDULE 3.17.4 INSIDER NASD MEMBER

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, OAKMONT FORTISSIMO ACQUISITION CORP. By: ___________________________________ Name: Xxxxxxx X. Xxxx Yxxxx Xxxxx Title: President Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Sxxxxx Xxxxxx Title: Managing Director SCHEDULE I OAKMONT FORTISSIMO ACQUISITION CORP. 8,000,000 4,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo SecuritiesEarlyBirdCapital, LLCInc.

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. [Signature Page Follows] 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, OAKMONT ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. INTENSITY THERAPEUTICS, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXX CAPITAL PARTNERS, LLC By: Name: Title: INTENSITY THERAPEUTICS, INC. – Underwriting Agreement SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLC1

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, OAKMONT ARGYLE SECURITY ACQUISITION CORP. CORPORATION By: Name: Xxxxxxx X. Xxxx Xxx Xxxxxx Title: President Co-Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. XXXXXXX, LLC By: Name: Xxxxxx Xxxxx Title: Chief Financial Officer SCHEDULE I OAKMONT ARGYLE SECURITY ACQUISITION CORP. 8,000,000 CORPORATION 12,500,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo SecuritiesXxxxxxx, 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 wavier 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, OAKMONT ACQUISITION CORP. OBJECTSOFT CORPORATION By: ------------------------- Name: Xxxxxxx Xxxxx X. Xxxx X. Xxxxx Title: President Chairman of the Board Accepted on as of the date first above written. XXXXXX XXXXXX & CO. INCNew York, New York RENAISSANCE FINANCIAL SECURITIES CORPORATION, Acting on its own behalf and as Representative of the several Underwriters referred to in Schedule I of the foregoing Underwriting Agreement. By: ------------------------------- Name: Xxxx X. Xxxxxxx Title: President SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Name Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLC---- --------------- --------- 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 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, OAKMONT ACQUISITION CORPGLOBAL TECHNOLOGY INDUSTRIES, INC. By: Name: Xxxxxxx Xxxxxx X. Xxxx Xxx Title: President Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. By: Name: Title: SCHEDULE I OAKMONT ACQUISITION CORPGLOBAL TECHNOLOGY INDUSTRIES, INC. 8,000,000 10,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Southwest Securities, LLCInc. GunnAllen Financial, Inc. Legend Merchant 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, OAKMONT ACQUISITION CORPHIGHBURY FINANCIAL INC. By: :_____________________________ Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. written THINKEQUITY PARTNERS LLC By: _____________________________ Name: Title: SCHEDULE I OAKMONT ACQUISITION CORPHIGHBURY FINANCIAL INC. 8,000,000 5,833,333 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. ThinkEquity Partners LLC [__________] EarlyBirdCapital, Inc. Xxxxx Fargo Securities, LLC[__________] SCHEDULE 3.17.4

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. [Remainder of page intentionally left blank] 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, OAKMONT 57TH STREET GENERAL ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. By: Name: Title: SCHEDULE I OAKMONT 00XX XXXXXX GENERAL ACQUISITION CORP. 8,000,000 5,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCAPPENDIX 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, OAKMONT ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. CADRENAL THERAPEUTICS, INC. By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number Chief Executive Officer Confirmed as of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: BOUSTEAD SECURITIES, LLC By: /s/ Xxxxx Fargo Securities, LLCXxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer

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, OAKMONT ACQUISITION CORPINTERNATIONAL SHIPPING ENTERPRISES, INC. By: Name: Xxxxxxxx Xxxxxxx X. Xxxx Title: President Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. INCSUNRISE SECURITIES CORP. By: Name: Xxxxxx Low Title: President SCHEDULE I OAKMONT ACQUISITION CORPINTERNATIONAL SHIPPING ENTERPRISES, INC. 8,000,000 28,500,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCSunrise Securities 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, OAKMONT SPRING CREEK ACQUISITION CORP. By: ___________________________________ Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Sxxxxx Xxxxxx Title: Managing Director SCHEDULE I OAKMONT SPRING CREEK ACQUISITION CORP. 8,000,000 4,500,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo SecuritiesEarlyBirdCapital, LLCInc.

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. [Signature Page Follows] 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, OAKMONT ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. SG BLOCKS, INC. By: Name: [ ] Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number [ ] Confirmed as of Firm Units to be Purchased Xxxxxx Xxxxxx the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & Co. Inc. Xxxxx Fargo SecuritiesCO., LLC. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings SG Blocks, Inc. – Underwriting Agreement

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, OAKMONT ASIA AUTOMOTIVE ACQUISITION CORP. By: -------------------------------------- Name: Xxxxxxx X. Xxxx Rudy Wilson Title: President Chief Executive Officer Accepted on the date first above fxxxx xxxxx written. XXXXXX XXXXXX RODMAN & CO. INC. RENSHAW, LLC By: Name-------------------------------------- Xxme: TitleXxtle: SCHEDULE I OAKMONT ASIA AUTOMOTIVE ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx UNDERWRITER NUMBER OF FIRM UNITS TO BE PURCHASED Rodman & Co. Inc. Xxxxx Fargo SecuritiesRenshaw, LLCLLC Chardan Capital Markets

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, OAKMONT CHINA DISCOVERY ACQUISITION CORP. By: ___________________________________ Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Sxxxxx Xxxxxx Title: Managing Director SCHEDULE I OAKMONT CHINA DISCOVERY ACQUISITION CORP. 8,000,000 5,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo SecuritiesEarlyBirdCapital, LLCInc.

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, OAKMONT STONE ARCADE ACQUISITION CORP. CORPORATION By: ___________________________________ Name: Xxxxxxx X. Xxxx Roger Stone Title: President Chief Executive Officer Accepted on the date first above daxx xxxxx xxove written. XXXXXX XXXXXX MORGAN JOSEPH & CO. INC. By: Name______________________________ Naxx: TitleXxxxe: SCHEDULE I OAKMONT STONE ARCADE ACQUISITION CORP. 8,000,000 CORPORATION 30,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx Morgan Joseph & Co. Inc. Xxxxx Fargo Securities, LLCEarlyBirdCapital

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, OAKMONT ACQUISITION CORP. GURUNET CORPORATION By: ___________________________________ Name: Xxxxxxx X. Xxxx Xxxxxx Xxxxxxxxxxx Title: President Chairman and Chief Executive Officer Accepted on as of the date first above written. XXXXXX XXXXXX & CO. New York, New York MAXIM GROUP LLC By:___________________________ Name: Xxxxxxxx X. Xxxxxx Title: Managing Director EARLYBIRDCAPITAL, INC. By: :___________________________ Name: Xxxxxx X. Xxxxxx Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCPresident and Chief Executive Officer

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 Underwriter 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, OAKMONT ACQUISITION CORPPURO WATER GROUP, INC. By: :________________________________ Name: Xxxxxxx X. Xxxx Xxxx Title: President Accepted on as of the date first above written. XXXXXX XXXXXX & CO. New York, New York XXXXXXX EQUITIES, INC. By: :_________________________________ Name: Xxxxxx X. Xxxxxx Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCManaging Director TABLE OF CONTENTS

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, OAKMONT LUMAX ACQUISITION CORP. By: Name: Sxxxx X. Xxxxxxx X. Xxxx Title: President Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. CAPITAL GROWTH FINANCIAL, LLC By: Name: Axxx X. Xxxxxx Title: Chairman & CEO SCHEDULE I OAKMONT LUMAX ACQUISITION CORP. 8,000,000 Units 3,333,333 UNITS Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCPurchased

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, OAKMONT HYDE PARK ACQUISITION CORP. By: ___________________________________ Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: ______________________________ Name: Xxxxxx Xxxxxx Title: Managing Director SCHEDULE I OAKMONT HYDE PARK ACQUISITION CORP. 8,000,000 11,250,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. EarlyBirdCapital, Inc. Xxxxx Fargo Securities, LLCLegend Merchant Group Inc. 11,250,000

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, OAKMONT CHINA OPPORTUNITY ACQUISITION CORP. By: _______________________________ Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. EARLYBIRDCAPITAL, INC. By: _______________________________ Name: Steven Levine Title: Manaxxxx Xxxxxxxx SCHEDULE I OAKMONT CHINA OPPORTUNITY ACQUISITION CORP. 8,000,000 Units Underwriter 6,000,000 UNITS Number of Firm Units Underwriter to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo SecuritiesEarlyBirdCapital, LLCInc.

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. Skystar Bio-Pharmaceutical Company _______________, 2009 Page 27 of 27 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, OAKMONT ACQUISITION CORP. SKYSTAR BIO-PHARMACEUTICAL COMPANY By: Name: Xxxxxxx X. Xxxx Wxxxxxx Xx Title: President Chairman and Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX RXXXXX & CO. INC. RXXXXXX, LLC By: Name: Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLC1 EXHIBIT A

Waiver, etc. The failure of any of the parties hereto to enforce 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 enforce 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, OAKMONT ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. PHOTOMEDEX, INC. By: Name: Title: SCHEDULE Accepted on the date first above written, as representative of the Underwriters. XXXXXX & XXXXXXX, LLC By: Name: Title: Schedule I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriters Underwriter Number of Firm Units Shares to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCXxxxxxx

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, OAKMONT 50XX XXXXXX GENERAL ACQUISITION CORP. By: :__________________________________ Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX MXXXXX XXXXXX & CO. INC. By: :________________________ Name: Title: SCHEDULE I OAKMONT 50XX XXXXXX GENERAL ACQUISITION CORP. 8,000,000 5,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Mxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Ladenburg Txxxxxx & Co. Inc.E I-Bankers Securities, LLCInc. Rxxxxx & Rxxxxxx, LLC Maxim Group LLC 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-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, OAKMONT ACQUISITION CORPFROST CAPITAL GROUP, INC. By: Name: ------------------------------- Xxxxxxx X. Xxxx Title: Xxxxx President Accepted on the date first above written. XXXXXX XXXXXX & CO. : GBI CAPITAL PARTNERS INC. Acting on behalf of itself and as the Representative of the several Underwriters named in Schedule I hereof By: Name: Title: -------------------------------------------- Xxxxxx Xxxxxxx Chairman SCHEDULE I OAKMONT ACQUISITION CORPFROST CAPITAL GROUP, INC. 8,000,000 1,250,000 Units Underwriter Number of Firm Units Underwriter to be Be Purchased Xxxxxx Xxxxxx & Co. ----------- --------------- GBI Capital Partners Inc. Xxxxx Fargo Securities, LLC--------- 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, OAKMONT ACQUISITION CORPMOVANO INC. By: Name: Xxxxxxx X. Xxxx Title: Xxxxxxx President and Chief Executive Officer Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. NATIONAL SECURITIES CORPORATION, as Representative of the several Underwriters By: Name: Title: ` Xxxxxxxx X. Xxxx, EVP – Head of Investment Banking SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units 1 Name of Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCShares National Securities Corporation

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, OAKMONT HD PARTNERS ACQUISITION CORP. CORPORATION By: Name: Xxxxxxx Xxxx X. Xxxx Xxxxxxxxxxx Title: Chairman, President and CEO Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. By: Name: Xxxxxxxxx X. Xxxxxx Title: Managing Director SCHEDULE I OAKMONT HD PARTNERS ACQUISITION CORP. 8,000,000 CORPORATION 12,500,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLCInc.