EMPLOYEE CONFIDENTIALITY AGREEMENT

This EMPLOYEE CONFIDENTIALITY AGREEMENT (this “Agreement”) is entered into

effective for all purposes as of this ___ day of ________________, 2006 by
_________________________________ (“Employee”) in favor of _____________, a Delaware
corporation (collectively, with its subsidiaries, affiliates, successors and assigns, the “Company”). In
consideration and as a condition of Employee’s employment by the Company, Employee hereby agrees as
follows:

1. Confidentiality. At all times prior to and following the cessation of Employee’s

employment with the Company, Employee shall keep confidential, except as the Company may otherwise
consent to in writing, and not disclose, or make any use of except for the benefit of the Company and in
no way competitive with the Company, at any time either during or subsequent to performance by
Employee of services for the Company, any oral or written knowledge, trade secrets, technical data,
know-how or other information of any kind, including, but not limited to, that which relates to acquisition
plans, product plans, products, services, customers, markets, inventions, intellectual property, product or
satisfaction surveys, questionnaires, marketing plans and strategies and financial information, in each case
regardless of how memorialized (collectively, “Confidential Information”), which Employee may
produce, obtain or otherwise learn of during the course of Employee’s performance of services and after
the cessation of Employee’s employment with the Company. Employee shall not deliver, reproduce, or in
any way allow any such Confidential Information to be delivered to or used by any third parties without
the specific direction or consent of an authorized representative of the Company. Without limiting the
generality of the foregoing, Confidential Information includes any reports or documents created by the
Employee that include, summarize or refer to Confidential Information. It is specifically acknowledged
and agreed that the Company’s contacts and discussions with potential business acquisition targets and
their respective officers, directors, employees, agents or representatives (and the existence of such
contacts and discussions) shall be deemed Confidential Information for purposes of this Agreement. As
used in this Agreement, the term “cessation of Employee’s employment with the Company” shall mean
any separation from Employee’s employment at the Company, either voluntarily or involuntarily, either
with cause or without cause, or whether the separation is at the behest of the Company or Employee.

2. Return of Confidential Material. Upon the cessation of Employee’s employment with the
Company, Employee shall promptly surrender and deliver to the Company all records, materials,
equipment, drawings, documents, books and data of any nature pertaining to any Confidential
Information of the Company or to the services provided by Employee, and Employee will not take or
retain (in any form or format) any description containing or pertaining to any Confidential Information
which Employee may produce or obtain during the course of the Employee’s association with the
Company.

3. Injunctive Relief. Employee acknowledges that any breach or attempted breach by

Employee of this Agreement or any provision hereof shall cause the Company irreparable harm for which
any adequate monetary remedy does not exist. Accordingly, in the event of any such breach or threatened
breach, the Company shall be entitled to obtain injunctive relief, without the necessity of posting a bond
or other surety, restraining such breach or threatened breach.

4. Modification. This Agreement may not be changed, modified, released, discharged,

abandoned, or otherwise amended, in whole or in part, except by an instrument in writing, signed by
Employee and by the Company. Any subsequent change or changes in the relationship between the
Company and Employee or in Employee’s compensation by the Company shall not affect the validity or
scope of this Agreement.

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 5. Entire Agreement. Employee acknowledges receipt of this Agreement, and agrees that
with respect to the subject matter hereof, it is Employee’s entire agreement with the Company,
superseding any previous oral or written communications, representations, understandings, or agreements
with the Company or any officer or representative thereof.

6. Severabilitv. In the event that any paragraph or provision of this Agreement shall be held
to be illegal or unenforceable, the entire Agreement shall not fail on account thereof. It is further agreed
that if any one or more of such paragraphs or provisions shall be judged to be void as going beyond what
is reasonable in all of the circumstances for the protection of the interests of the Company, but would be
valid if part of the wording thereof were deleted or the period thereof reduced or the range of activities
covered thereby reduced in scope, the said reduction shall be deemed to apply with such modifications as
may be necessary to make them valid and effective and any such modification shall not thereby affect the
validity of any other paragraph or provisions contained in this Agreement.

7. Successors and Assigns. This Agreement shall be binding upon the heirs, executors,
administrators or other legal representatives of Employee and is for the benefit of the Company, its
successors and assigns. 1

8. Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York, excluding that body of law known as choice of law,
and shall be binding upon the parties hereto in the United States and worldwide. All disputes with respect
to this Agreement shall be brought and heard exclusively in the Superior Court of California, County of
Los Angeles, or in the United States District Court for the Central District of California located in Los
Angeles, California. The parties to this Agreement each consent to the in personam jurisdiction and
venue of such courts. The parties agree that service of process upon them in any such action may be
made if delivered in person, by courier service, by telegram, by telefacsimile or by first class mail, and
shall be deemed effectively given upon receipt.

9. Waiver of Claims Against Trust. Reference is made to the Company’s final prospectus,
dated June 5, 2006 (the “Prospectus”). Employee acknowledges that he/she has read the Prospectus and
understands that the Company has established a trust fund (collectively with the initial principal and
interest accrued from time to time thereon, the “Trust Fund”), initially in an amount of at least
$16,500,000 for the benefit of the Company’s public stockholders and the underwriters of the Company’s
initial public offering and that, except for a portion of the interest earned on the amounts held in the Trust
Fund, the Company may disburse monies from the Trust Fund only: (i) to such public stockholders in the
event of the redemption of their shares or the dissolution and liquidation of the Company or (ii) to the
Company and such underwriters after the Company consummates a business combination (as described in
the Prospectus). For and in consideration of Employee’s employment relationship with the Company,
and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Employee hereby agrees that Employee does not now and shall not at any time hereafter
have any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a
result of, in connection with or relating in any way to, the employment relationship between the Company
and Employee, this Agreement or any other matter, and regardless of whether such claim arises based on
contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred
to hereafter as the “Claims”). Employee hereby irrevocably waives any Claim it may have, now or in the
future, and will not seek recourse against, the Trust Fund for any reason whatsoever. In the event that
Employee commences any action or proceeding based upon, in connection with, relating to or arising out
of any matter relating to the Company, which proceeding seeks, in whole or in part, relief against the
Trust Fund or its beneficiaries, whether in the form of money damages or injunctive relief, in which the
Company or such beneficiaries prevail, whether on the merits or otherwise, then the Company shall be

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entitled to recover from the party(ies) who commenced the action or proceeding, the legal fees and
associated costs required to defend such action.

EXECUTED as of the date set forth below.

___________________________________
[insert name of Employee]

Dated: _________________, 200__

Accepted and Agreed:

________________________

By: __________________________
Name:
Title:

[Signature Page to Confidentiality Agreement of _____________________]