DG Acquisition Corp. Sample Contracts

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EXHIBIT 1.1 UNDERWRITING AGREEMENT
Underwriting Agreement • June 30th, 2005 • DG Acquisition Corp. • New York
June 20, 2005 EarlyBirdCapital, Inc. 275 Madison Avenue Suite 1203 New York, New York 10016 Re: DG Acquisition Corp. Gentlemen: This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of DG Acquisition Corp....
DG Acquisition Corp. • June 30th, 2005

This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of DG Acquisition Corp. ("Company") included in the units ("Units") being sold in the Company's initial public offering ("IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradable until 90 days after the effective date of the Company's IPO unless EarlyBirdCapital, Inc. ("EBC") informs the Company of its decision to allow earlier separate trading.

EXHIBIT 1.1 Underwriting Agreement
Underwriting Agreement • November 2nd, 2005 • DG Acquisition Corp. • Blank checks • California
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DG Acquisition Corp. • June 30th, 2005 • New York
DG ACQUISITION CORP. Blue Alternative Asset Management LLC 420 Lexington Avenue Suite 2650 New York, New York 10170 Gentlemen: This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration...
DG Acquisition Corp. • June 30th, 2005

This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial public offering ("IPO") of the securities of DG Acquisition Corp. ("DG") and continuing until the earlier of the consummation by DG of a "Business Combination" or DG's liquidation (as described in DG's IPO prospectus) (the "Termination Date"), Blue Alternative Asset Management LLC shall make available to DG certain office space, utilities and secretarial support as may be required by DG from time to time, situated at 420 Lexington Avenue, Suite 2650, New York, New York 10170. In exchange therefore, DG shall pay Blue Alternative Asset Management LLC the sum of $7,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date.

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