80% Uses in Affiliated Transactions Clause

Affiliated Transactions from Underwriting Agreement

The undersigned, Lumax Acquisition Corp., a Delaware corporation (Company), hereby confirms its agreement with Dawson James Securities, Inc. (DJ) and with the other underwriters named on Schedule I hereto for which DJ is acting as Representative (the Representative and, together with the other underwriters, the Underwriter) as follows:

Affiliated Transactions. The Company shall cause each of the Initial Stockholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Stockholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the Initial Stockholders cease to be an officer or director of the Company, subject to any pre-existing fiduciary or contractual obligations the Initial Stockholders might have, or new fiduciary obligations related to or affiliated with entities to whom such Initial Stockholders have pre-existing fiduciary obligations including, but not limited to, fiduciary obligations to next generation, follow-on or successor entities to any entities to which such Initial Stockholders have pre-existing obligations or as otherwise set forth in the Registration Statement.

Affiliated Transactions from Underwriting Agreement

The undersigned, Education Media, Inc., a Delaware corporation ("Company"), hereby confirms its agreement with Ferris, Baker Watts, Incorporated (hereinafter referred to as "you," "FBW" or the "Representative") and with the other underwriters named on Schedule 1 hereto for which FBW is acting as Representative (the Representative and the other Underwriters being collectively called the "Underwriters" or, individually, an "Underwriter") as follows:

Affiliated Transactions. The Company shall cause each of the Initial Stockholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Stockholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business with a value in excess of $50,000,000, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the Initial Stockholders cease to be an officer or director of the Company, subject to any pre-existing fiduciary obligations the Initial Stockholders might have or new fiduciary obligations related to or affiliated with entities to whom the Initial Stockholders have pre-existing fiduciary obligations, including, but not limited to, fiduciary obligations to next generation, follow-on or successor entities to any entities to which the Initial Stockholders have pre-existing obligations.

Affiliated Transactions from Underwriting Agreement

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

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

Affiliated Transactions from Underwriting Agreement

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

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

Affiliated Transactions from Underwriting Agreement

The undersigned, Taliera Corporation, a Delaware corporation ("Company"), hereby confirms its agreement with Morgan Joseph & Co. Inc. (being referred to herein variously as "you," "MJ" or the "Representative") and with the other underwriters named on Schedule I hereto for which MJ is acting as Representative (the Representative and the other Underwriters being collectively called the "Underwriters" or, individually, an "Underwriter") as follows:

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

Affiliated Transactions from Underwriting Agreement

The undersigned, Taliera Corporation, a Delaware corporation ("Company"), hereby confirms its agreement with Morgan Joseph & Co. Inc. (being referred to herein variously as "you," "MJ" or the "Representative") and with the other underwriters named on Schedule I hereto for which MJ is acting as Representative (the Representative and the other Underwriters being collectively called the "Underwriters" or, individually, an "Underwriter") as follows:

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

Affiliated Transactions from Underwriting Agreement

The undersigned, China Healthcare Acquisition Corp., a Delaware corporation (Company), hereby confirms its agreement with Ferris, Baker Watts, Inc. (hereinafter referred to as you, "FBW or the Representative) and with the other underwriters named on Schedule 1 hereto for which FBW is acting as Representative (the Representative and the other Underwriters being collectively called the Underwriters or, individually, an Underwriter) as follows:

Affiliated Transactions. The Company shall cause each of the Initial Stockholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Stockholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the Initial Stockholders cease to be an officer or director of the Company, subject to any pre-existing fiduciary obligations the Initial Stockholders might have or new fiduciary obligations related to or affiliated with entities to whom the Initial Stockholders have pre-existing fiduciary obligations, including, but not limited to, fiduciary obligations to next generation, follow-on or successor entities to any entities to which the Initial Stockholders have pre-existing obligations.

Affiliated Transactions from Underwriting Agreement

The undersigned, Restaurant Acquisition Partners, Inc., a Delaware corporation ("Company"), hereby confirms its agreement with Ladenburg Thalmann & Co. Inc. ("Ladenburg") and Capital Growth Financial, LLC ("CGF" and together with Ladenburg, "you," or the "Underwriters") as follows:

Affiliated Transactions. The Company shall cause each of the Initial Stockholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Stockholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the Initial Stockholders cease to be an officer or director of the Company, subject to any pre-existing fiduciary or contractual obligations the Initial Stockholders might have, or new fiduciary obligations related to or affiliated with entities to whom such Initial Stockholders have pre-existing fiduciary obligations including, but not limited to, fiduciary obligations to next generation, follow-on or successor entities to any entities to which such Initial Stockholders have pre-existing obligations or as otherwise set forth in the Registration Statement.

Affiliated Transactions from Underwriting Agreement

The undersigned, Restaurant Acquisition Partners, Inc., a Delaware corporation ("Company"), hereby confirms its agreement with Ladenburg Thalmann & Co. Inc. ("Ladenburg") and Capital Growth Financial, LLC ("CGF" and together with Ladenburg, "you," or the "Underwriters") as follows:

Affiliated Transactions. The Company shall cause each of the Initial Stockholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Stockholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the Initial Stockholders cease to be an officer or director of the Company, subject to any pre-existing fiduciary or contractual obligations the Initial Stockholders might have, or new fiduciary obligations related to or affiliated with entities to whom such Initial Stockholders have pre-existing fiduciary obligations including, but not limited to, fiduciary obligations to next generation, follow-on or successor entities to any entities to which such Initial Stockholders have pre-existing obligations or as otherwise set forth in the Registration Statement.

Affiliated Transactions from Underwriting Agreement

The undersigned, Restaurant Acquisition Partners, Inc., a Delaware corporation ("Company"), hereby confirms its agreement with Ladenburg Thalmann & Co. Inc. ("Ladenburg") and Capital Growth Financial, LLC ("CGF" and together with Ladenburg, "you," or the "Underwriters") as follows:

Affiliated Transactions. The Company shall cause each of the Initial Stockholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Stockholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the Initial Stockholders cease to be an officer or director of the Company, subject to any pre-existing fiduciary or contractual obligations the Initial Stockholders might have, or new fiduciary obligations related to or affiliated with entities to whom such Initial Stockholders have pre-existing fiduciary obligations including, but not limited to, fiduciary obligations to next generation, follow-on or successor entities to any entities to which such Initial Stockholders have pre-existing obligations or as otherwise set forth in the Registration Statement.