HIGHPOINT ACQUISITION CORP. S-1/A

AMENDMENT NO. 2 TO FORM S-1

EX-1.1: FORM OF UNDERWRITING AGREEMENT

EX-3.1: FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

EX-5: OPINION OF BLANK ROME

EX-23.1: CONSENT OF ROTHSTEIN, KASS & COMPANY, P.C.