EarlyBirdCapital, Inc., is a registered broker-dealer and member of the NASD and SIPC. Company Overview EarlyBirdCapital, Inc. (EBC) is a full service broker dealer with a boutique investment and private client services group based in New York. EBC specializes in innovative structured products enhancing the growth of small-cap and micro-cap companies. Our group has a successful track record of working with companies through all stages of development. ¾ Lead or co-manager of 32 SPAC IPOs totaling ~ $1.8 billion since 2003 ¾ Focus on small-cap and micro-cap public companies in the process of reformulating business strategies, seeking merger and acquisition partners, and/or seeking growth capital through private or public financings ¾ Investment Banking services include Capital Formation, Equity Offerings (private placements and public offerings), Debt Placement, , Advisory Services, Deregistration, Corporate Restructurings, Structured Finance and Securitization, , Strategic Partnerships and Joint Ventures, Fairness Opinion and Valuations

2 Innovative Products – The SPACTM ¾ A Specified Purpose Acquisition Company (SPACTM) is a company formed for the purpose of raising capital through an initial (IPO) of its securities followed by the consummation of a business combination with an operating business selected by the SPAC team ¾ The SPAC is led by an experienced management team with prior M&A and/or operating experience ¾ The management team must consummate a business combination within 24 months of their IPO or be forced to dissolve and liquidate all assets to the public shareholders ¾ The business combination must be with a target that has a fair market value equal to a minimum of 80% of the SPAC’s net assets ¾ SPAC units begin trading on the OTC Bulletin Board or American Exchange promptly after the date of the prospectus, distinguishing the SPAC from a blank check company formed under SEC Rule 419

3 Assembling a Public Company Via a SPAC

Capital from IPO

Experienced Management Team

Publicly Traded (i.e. Liquidity)

Operating Business

4 The SPAC – Highlighted Features ¾ Raise equity capital through IPO of units ¾ Greater than 95% of gross proceeds held in trust pending consummation of business combination ¾ Liquidation of trust if the SPAC fails to consummate a business combination within 24 months ¾ Stockholder approval of business combination required ¾ Full disclosure to shareholders ¾ Voting and conversion rights limit approval to only well-received transactions ¾ Insiders receive approximately 20% of post IPO common shares ¾ Commitment to invest in SPAC (approximately 3-5% of gross proceeds) ¾ One to three-year escrow of insiders’ shares ¾ Do not participate in liquidating distribution

5 Trading Liquidity ¾ SPAC shares (units, common and warrants) are freely traded in the marketplace ¾ Liquidity provides investors with an exit strategy ¾ Public currency enhances position when negotiating a business combination

Trust Account ¾ Greater than 95% of the gross offering proceeds are placed in trust and invested in short-term government securities or tax-free money market funds ¾ The assets of the trust are only released if: ¾ A business combination is approved; or ¾ A business combination is not consummated within 24 months of the initial SPAC offering ¾ Guarantees a minimum liquidation value per share in the event that a business combination is not effected

6 Disclosure and Voting Rights ¾ An SEC filed proxy statement providing full disclosure of target business including complete audited financial statements and terms of proposed business combination ¾ Investors granted voting rights to approve or reject the proposed business combination ¾ To approve a transaction: ¾ A majority of the outstanding shares must be voted in favor of the transaction; and ¾ No more than 20% of the outstanding shares are voted in favor of conversion

Experienced Management Team ¾ Generally three or more management team members ¾ Prior M&A and/or operating experience ¾ Developed network in the investment community ¾ Demonstrated ability to create value for shareholders

7 Insider Compensation ¾ Insider ownership is capped at ~20%; less if the over-allotment is exercised ¾ All insider stockholders agree to place their stock in escrow for a period of time following the initial offering and are not permitted to sell or transfer their shares ¾ No salaries, finder’s fees, or other cash compensation are paid prior to the business combination with the exception of monthly fees for office space, secretarial support and other administrative services

Conflicts of Interest Minimized ¾ All officers and directors agree to offer suitable prospective target businesses to the SPAC before any other acquisition fund, subject to pre-existing fiduciary duties ¾ The SPAC is prohibited from consummating a business combination with any entity which is affiliated with an insider (unless a fairness opinion from an independent investment banking firm states that the combination is fair to shareholders) ¾ No finder’s fees can be paid to insiders

8 SPAC Structure Illustrative SPAC Structure

$6.00 Structure $8.00 Structure

Public Offering Proceeds $48.0 million

Unit Price $6.00 (8.0 million units) $8.00 (6.0 million units)

Unit Structure 1 Common Share, 2 Warrants exercisable at $5.00 each 1 Common Share, 1 exercisable at $5.00

May be redeemed after warrants become exercisable, if common May be redeemed after warrants become exercisable, if common Warrant Redemption stock trades at $8.50 for 20 of 30 days. stock trades at $11.50 for 20 of 30 days.

Exchange Typically OTCBB

Trading Units may decouple and trade separately after 90 days or at the underwriter's discretion

Sponsor Ownership 20% of outstanding common shares, escrowed and locked up for period of up to 3 years

Management purchases $2 million of securities (in addition to public offering) in a . The securities are identical to those offered Management Investment to the public except that they do not participate in a liquidating distribution.

Net Proceeds to SPAC $47.1 Million (after subtracting fees and offering expenses and adding management's investment)

Cash Held in Trust $46.1 Million ($47.1 million less ~$1 million for working capital)

Cash in Trust Per Share $5.76 per share (96.0% of unit offering price) $7.68 per share (96.0% of unit offering price)

The SPAC has 24 months to consummate the business combination, or the trust proceeds plus any accrued interest is returned to common Acquisition shareholders. The target company must have a of at least 80% of the net asset value of the SPAC.

A common stock shareholder will receive cash from trust if at the time of the shareholder vote to approve a transaction, the shareholder votes Conversion Rights against a transaction that is approved and elects to convert his/her shares to cash.

Shareholders vote on any proposed acquisition. If the majority of shareholders approve the transaction and less than 30% of shareholders elect Shareholder Approval to convert their shares to cash, the acquisition is approved.

9 SPAC Timeline Illustrative SPAC Timeline Week Number 1 2 3 4 5 6 7 8 9 10111213141516

Sign Letter of Intent Engage Legal Counsel Engage Professionals Engage / Set Up Company Auditors Form Company Open

Prepare S-1

File S-1 with SEC

Initial SEC Review Period

Respond to SEC S-1 Preparation / Second Round of SEC Review SEC Review Respond to SEC

Third Round of SEC Review

Respond to SEC

Fourth Round of SEC Review

S-1 Effective

Prepare for Roadshow

Print Preliminary Prospectus

Roadshow

Roadshow / Printing Allocation / Closing Private Placement

Closing

Print Final Prospectus

10 SPACs – A Brief History ¾ The first SPAC offering came to market in 1993 ¾ 12 out of 13 SPACs which completed their initial IPO in the 1990s consummated their business combination ¾ Post-acquisition, the surviving companies have completed numerous financings ¾ The one company that did not complete a business combination, successfully liquidated and distributed the trust fund to its shareholders ¾ The second round of SPACs was initiated in August 2003 ¾ 105 subsequent unit offerings raising gross proceeds of ~$9.4 billion have been completed (42 more in registration raising ~$4.0 billion) ¾ 26 have consummated a business combination and 24 others have announced a proposed business combinations ¾ EBC has lead- or co-managed 32 SPAC IPOs since August 2003

11 Market Forces Driving the Growth in SPACs ¾ Rapid growth of hedge funds and assets under management ¾ Lack of compelling returns available in traditional asset classes ¾ Absence of a true market for small IPOs deprives growth-oriented and emerging market investors of new supply of public companies ¾ Upsizing of funds has pushed entrepreneurs to directly seek alternative means of securing equity capital ¾ Dearth of opportunities for mid-market public investors to “back” experienced managers ¾ Explosion in emerging market growth opportunities seeking access to U.S. public markets ¾ Increased involvement of bulge-bracket investment validate structure as a legitimate public investment vehicle ¾ SEC governance of the SPAC structure

12 SPACs Fill a Void in the Capital Markets ¾ The number of micro-cap and small-cap IPOs have dramatically dropped over the last five years ¾ The $30M - $70M offering no longer represents a significant category in the IPO market ¾ The firms that traditionally catered to small-cap, early-stage companies have been acquired by larger institutions or migrated towards bigger, later-stage transactions

Boutique Firm Acquired By Year Gerard Klauer Mattison Bank of Montreal 2003 SoundView Schwab 2003 Broadview Jefferies 2003 Robinson-Humphrey SunTrust 2001 Dain Rauscher Wessels RBC 2000 Alex. Brown & Sons Deutsche Bank 1999 Hambrecht & Quist Chase 1999 Vector Securities Prudential 1999 Volpe Brown Whelan Prudential 1999 Robertson Stephens FleetBoston 1998 Cowen Société Genéralé 1998 Furman Selz ING Barings 1998 Piper Jaffray U.S. Bancorp 1998 Wessels, Arnold & Henderson Dain Rauscher 1998 Montgomery Securities Bank of America 1997 Dillon Read UBS Warburg 1997 Wheat First Securities First Union 1997

13 Advantages/Disadvantages of a SPAC - Entrepreneur

ADVANTAGES DISADVANTAGES Relative to an IPO

¾ Expedited and less expensive process ¾ Shareholder vote required ¾ Greater certainty ¾ 24 month time constraint ¾ Stable base of institutional investors ¾ No target pre-identification Relative to Private Equity ¾ Potential warrant overhang ¾ Similar economics as GP ¾ Costs and delays related to SEC registration ¾ Public company costs, SEC reporting, corporate governance and ¾ Flexibility in deal structure - equity, cash, earnouts IR ¾ Ability to maintain controlling interest in company ¾ Underlying equity is a public currency ¾ Active participation in upside of the company ¾ High quality shareholder base ¾ Access to capital markets Relative to Reverse Public Merger with Existing Shell ¾ Clean public shell company ¾ Better economics for management/sponsor ¾ Certainty of financing/growth capital in place ¾ Secondary form of financing from warrants ¾ Greater liquidity

14 Advantages/Disadvantages of a SPAC – Management

ADVANTAGES DISADVANTAGES

¾ Ability to tap vast source of relatively low-cost hedge ¾ No salary/benefits during the acquisition stage

fund capital to fund acquisitions ¾ Shareholder vote required ¾ Ability to realize substantial equity ownership for a ¾ 24 month time constraint nominal cash investment ¾ SPAC management equity at risk ¾ Public to use in follow-on acquisitions or to ¾ Public company costs, SEC reporting, corporate raise additional cash governance and IR ¾ Deep pockets to fund follow-on acquisitions ¾ Personal liquidity

¾ Control liquidity decision

15 Advantages/Disadvantages of a SPAC - Investor

ADVANTAGES DISADVANTAGES ¾ Registered offering ¾ Low visibility on future acquisition(s) at time of SPAC ¾ Opportunity to invest in transactions normally reserved IPO for private equity ¾ Dilution due to management and sponsor shares ¾ Ability to back motivated management teams that don't ¾ Public shareholder approval contingency may make want to work for PE-controlled companies SPAC unattractive to sellers ¾ Liquidity of a public security (vs. 7- to 10-year ¾ Potential for uncertainty associated with the SEC commitment to PE funds) merger/acquisition proxy process ¾ Ability to approve a specific transaction ¾ Ability to convert shares for cash if the investor votes against the deal ¾ Ability to recover greater than 95% should SPAC fail to generate an acquisition in 24 months ¾ Unit structure allows investors to increase/decrease risk/return profile ¾ No management salaries or finder’s fees prior to business combination

16 Market Data

SPACs Listed on U.S. Exchanges

Numbe r of Offe rings Amount Rais e d Effective SPACs Since 2003 105 $9.4 Billion Effective SPACs Underwritten by EarlyBirdCapital Since 2003 32 $1.8 Billion SPACs in Registration 41 $3.9 Billion SPACs that have Announced/Completed a Business Combination 55 SPACs Underwritten by EarlyBirdCapital that have Announced/Completed a Business Combination 23 SPACs that have Completed a Business Combination 26 SPACs Underwritten by EarlyBirdCapital that have Completed a Business Combination 14

Note: As of June 07, 2007.

17 EBC is the Leading SPAC Underwriter

SPAC IPO Lead Managers Since 2003 Firm # of Deals Firm # of Deals EarlyBirdCapital 32 Broadband Capital 3 Morgan Joseph 10 Capital Markets 3 Maxim Group 8 Banc of America 2 HCFP/Brenner Securities 7 Capital Growth Financial 2 Citigroup Investment Bank 7 Roth Capital 2 I-Bankers 6 Sunrise Securities 2 Ferris, Baker Watts 6 Wedbush Morgan Securities 2 Deutsche Bank Securities 6 CIBC World Markets 2 Ladenburg Thalman 5 FTN Midwest Securities 2 Legend Merchant Group 4 Merrill Lynch 2 ThinkEquity Partners 4 BB&T Capital Markets 1 Rodman & Renshaw 4 Brean Murray, Carret 1 CRT Capital Group 3 Cantor Fitzgerald 1 Newbridge Securities 3 Wells Fargo Securities 1

Source: Public filings. Note: As of June 07, 2007. Note: Equal credit given for joint-managed offerings.

18 Successful Track Record

EarlyBirdCapital Underwritten SPACs Gross Offering Previous 52 Week Name Ticker Effective Proceeds Price Close High Low Millstream Acquisition Corp. NHRXU 8/25/2003 $24,150,000 $6.00 $1.62 $4.81 $1.01 CEA Acquisition Corp. ETWCU 2/12/2004 $24,150,000 $6.00 $5.75 $7.30 $3.89 Chardan China Acquisition Corp. SEED* 3/16/2004 $24,150,000 $6.00 $14.00 $35.36 $11.39 Tremisis Energy Acquisition Corp. RAME* 5/12/2004 $37,950,000 $6.00 $6.64 $9.99 $4.82 Arpeggio Acquisition Corp. HINTU 6/24/2004 $40,800,000 $6.00 $11.00 $15.00 $6.82 Rand Acquisition Corp. RLOGU 10/27/2004 $27,600,000 $6.00 $11.00 $11.90 $6.90 China Unistone Acquisition Corp. YTEC* 11/18/2004 $20,700,000 $6.00 $16.03 $18.40 $7.35 Millstream II Acquisition Corp. MSMAU 12/17/2004 $27,600,000 $6.00 $5.50 N/A N/A Aldabra Acquisition Corp. GLDD* 2/17/2005 $55,200,000 $6.00 $18.04 $19.80 $5.70 Ardent Acquisition Corp. AAIRU 2/24/2005 $41,400,000 $6.00 $6.70 $7.30 $5.42 Terra Nova Acquisition Corp. CPBRU 4/18/2005 $33,120,000 $6.00 $7.00 $9.24 $5.90 KBL Acquisition Corp. II SUMRU 4/21/2005 $55,200,000 $6.00 $7.10 $7.55 $6.05 TAC Acquisition Corp. TACAU 6/28/2005 $132,000,000 $6.00 $5.69 N/A N/A Courtside Acquisition Corp. CRB/U 6/30/2005 $82,800,000 $6.00 $6.50 $6.57 $5.80 Israel Technology Acquisition Corp. ISLTU 7/12/2005 $37,908,000 $6.00 $8.45 $8.60 $5.70 Chardan North China Acquisition Corp. CNCAU 8/2/2005 $34,500,000 $6.00 $13.60 $19.38 $11.45 Chardan South China Acquisition Corp. CSCAU 8/2/2005 $34,500,000 $6.00 $14.56 $15.99 $8.00 Stone Arcade Acquisition Corp. KPPCU 8/15/2005 $120,000,000 $6.00 $12.75 $13.55 $6.26 Ithaka Acquisition Corp. ITHKU 8/17/2005 $53,094,600 $6.00 $7.04 $7.10 $5.90 Coconut Palm Acquisition Corp. EMDAU 9/8/2005 $69,000,000 $6.00 $5.25 $6.00 $5.04 Paramount Acquisition Corp. PMQCU 10/21/2005 $58,650,000 $6.00 $7.25 $7.25 $6.20 Star Maritime Acquisition Corp. SEA* 12/15/2005 $200,000,000 $10.00 $15.95 $16.64 $9.95 Highbury Financial Inc. HBRFU 1/25/2006 $46,459,998 $6.00 $10.00 $10.25 $6.70 Global Logistics Acquisition Corporation GLA/U 2/15/2006 $88,000,000 $8.00 $8.70 $8.86 $7.70 Jaguar Acquisition Corp. JGACU 4/5/2006 $27,600,000 $6.00 $7.87 $8.05 $6.17 Ascend Acquisition Corp. ASAQU 5/11/2006 $41,400,000 $6.00 $6.75 $6.75 $5.92 Rhapsody Acquisition Corp. RPSDU 10/4/2006 $41,400,000 $8.00 $8.95 $9.00 $7.96 Fortissimo Acquisition Corp. FSMOU 10/17/2006 $27,600,000 $6.00 $6.68 $6.80 $5.82 Pantheon China Acquisition Corp. PCQCU 12/14/2006 $34,500,000 $6.00 $7.30 $7.35 $6.00 Renaissance Acquisition Corp. RAK/U 1/29/2007 $107,640,000 $6.00 $6.40 $6.45 $6.00 Hyde Park Acquisition Corp. HYDQU 3/5/2007 $103,500,000 $8.00 $8.75 $9.00 $8.00 China Opportunity Acquisition Corp. CHNQU 3/20/2007 $41,400,000 $6.00 $6.65 $6.90 $6.00

Note: As of June 07, 2007. * SEED, RAME, YTEC, GLDD and SEA units have been reconstructed based on current value of common shares and warrants to provide a comparison to what the units would be approximately valued as if still trading today.

19 Sample of EBC’s Completed SPAC Transactions

20 Management Team ¾ EarlyBirdCapital's management team has a successful track record of raising public and private capital for early-stage, emerging-growth companies. ¾ Involved from pitch to completion ¾ Mature, experienced, realistic and client focused ¾ Personalized service and attention to detail ¾ Consistency of people and quality of relationships

¾ Executive management includes: ¾ David M. Nussbaum, Chairman ¾ Steven A. Levine, CEO, President, and Managing Director ¾ Eileen Moore, CFO and Executive Vice President

21 Investment Banking Team David M. Nussbaum Mr. Nussbaum has been Chairman of EarlyBirdCapital, Inc. since its founding in February 2000. Mr. Nussbaum has over two decades of experience in the securities sector, particularly in the emerging- growth arena, which continues to be his primary focus today. During the last decade, he has raised in excess of $1 billion for more than 80 companies including Bluefly.com, Globix, Source Media, ScanSource, Cornerstone Internet Solutions, Keynote Systems and WinStar Communications. Mr. Nussbaum began his career as an associate with Rosenman & Colin where he practiced corporate and securities law. Mr. Nussbaum was the architect of the SPAC structure. Mr. Nussbaum completed 13 SPAC IPOs in the 1990s of which 12 out of 13 SPACs completed their business combinations. Mr. Nussbaum is a member of the Young Presidents Organization and served until recently as a member of the Board of Directors of the Regional Investment Bankers Association. Mr. Nussbaum earned his B.A. degree from the University of Michigan in 1976, graduating cum laude, and his JD degree from New York University Law School in 1980, graduating magna cum laude with Order of the Coif.

22 Investment Banking Team Steven A. Levine

Mr. Levine is President and CEO of EarlyBirdCapital, Inc. and Managing Director and Head of Investment Banking. Mr. Levine focuses on private placements, public offerings, corporate and financial restructurings, mergers & acquisitions, and financial advisory work. Prior to EarlyBirdCapital, Mr. Levine was Vice President of investment banking at Southeast Research Partners, Inc., an investment banking and institutional research firm and the predecessor of EarlyBirdCapital, Inc.

Through the know-how and SPAC expertise of Mr. Nussbaum and Mr. Levine, they have lead or co- managed 32 SPAC public offerings raising gross proceeds of over $1.8 billion since 2003. Mr. Levine earned his B.A. degree from George Washington University and J.D., magna cum laude, from George Mason University of Law. Mr. Levine is a member of the Virginia State Bar and the District of Columbia Bar.

23 Investment Banking Team

David J. Yoo Mr. Yoo joined EarlyBirdCapital in 2004 and is a Vice President in Investment Banking where he assists the firm’s management in performing due diligence and analysis, and reviewing new investment opportunities for Dalewood Associates, LP. Prior to EarlyBirdCapital, Mr. Yoo was an equity research associate in the energy technology sector at Ardour Capital, a senior associate in the Group at KPMG International and a manager in the Strategic Planning Center at the Doosan Group in Korea. Mr. Yoo earned his B.A. from the University of California at Berkeley in 1995 and an M.B.A. in finance from the Leonard N. Stern School of Business at New York University in 2004.

24 Investment Banking Team

Paul Lanna Mr. Lanna joined EarlyBirdCapital in 2006 and is a Vice President in Investment Banking where he assists the firm’s management in performing due diligence and analysis, and reviewing new investment opportunities. Prior to joining EarlyBirdCapital, Mr. Lanna was an investment banking associate in the technology, media and telecommunications group at Bear Stearns. He also has prior experience as a consultant for Accenture and PA Consulting Group. Mr. Lanna earned his B.S. in chemical engineering from the Lafayette College in 1999 and an M.B.A. in finance from the Leonard N. Stern School of Business at New York University in 2004.

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