Common use of Payment and Delivery Clause in Contracts

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "Closing Date." Payment for the Firm Units shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("DTC")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units Shares shall be made at 10:00 A.M.a.m., New York time, on the third business day second Business Day following the effective date (the “Effective Date”) of the Registration Statement (as hereinafter defined) (or the fourth business day third Business Day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.p.m. New York time) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are Shares is called "the “Closing Date." ” The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” Payment for the Firm Units Shares shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units Shares (or through the full fast transfer facilities of the Depository Trust Company ("the “DTC"”)) for the account of the Underwriters. The Firm Units Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days one Business Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units Shares for delivery, at least one full business day Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units Shares except upon tender of payment by the Representative for all the Firm UnitsShares.

Payment and Delivery. Delivery and payment for the Firm Units Shares shall be made at 10:00 A.M., New York time, on the third business day Business Day following the effective date (the “Effective Date”) of the Registration Statement (or the fourth business day Business Day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are Shares is called "the “Closing Date." ” The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” Payment for the Firm Units Shares shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds. Any remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable as follows: $________ of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust this Agreement") and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units Shares (or through the full fast transfer facilities of the Depository Trust Company ("the “DTC"”)) for the account of the Underwriters. The Firm Units Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units Shares for delivery, at least one full business day Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units Shares except upon tender of payment by the Representative for all the Firm UnitsShares.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York time, on the third business day Business Day following the effective date (the “Effective Date”) of the Registration Statement (as hereinafter defined) (or the fourth business day Business Day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.p.m. New York time) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are is called "the “Closing Date." ” The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Units is referred to herein as the “Closing.” Payment for the Firm Units shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the full fast transfer facilities of the Depository Trust Company ("the “DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date of the Registration Statement Effective Date (or the fourth business day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "Closing DateCLOSING DATE." Payment for the Firm Units shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust FundTRUST FUND") pursuant to the terms of an Investment Management Trust Agreement ("Trust AgreementTRUST AGREEMENT") and the remaining proceeds shall be paid to the order of the Company upon delivery to you (or through the facilities of the Depository Trust Company ("DTC") of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("DTC")Units) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York time, on the third business day second Business Day following the effective date (the “Effective Date”) of the Registration Statement (as hereinafter defined) (or the fourth business day third Business Day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.p.m. New York time) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are is called "the “Closing Date." ” The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Units is referred to herein as the “Closing.” Payment for the Firm Units shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the full fast transfer facilities of the Depository Trust Company ("the “DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days one Business Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date commencement of trading of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) Firm Units or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "Closing Date." Payment for the Firm Units shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ 73,673,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the The Depository Trust Company ("DTC")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York City local time, on the third business day following the effective date of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "Closing DateCLOSING DATE." Payment for the Firm Units shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust FundTRUST FUND") pursuant to the terms of an Investment Management Trust Agreement ("Trust AgreementTRUST AGREEMENT") and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("DTC")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York time, on the third business day following the effective date Effective Date of the Registration Statement (or the fourth business day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "“Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 37,660,000 (without giving effect to the over-allotment option) of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("“Trust Agreement"”) and the remaining proceeds shall be paid to the order of the Company upon delivery to you (or through the facilities of the Depository Trust Company (“DTC”)) of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("DTC")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at [10:00 A.M.a.m.], New York time, on the third business day Business Day following the effective date (the “Effective Date”) of the Registration Statement (or the fourth business day Business Day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are is called "the “Closing Date." ” The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Units is referred to herein as the “Closing.” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds. Any remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable as follows: $________ of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust this Agreement") and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the full fast transfer facilities of the Depository Trust Company ("the “DTC"”)) for the account of the Underwriters. The Firm Units Shares and Warrants shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third fourth business day following the effective date of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "Closing Date." Payment for the Firm Units shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ 20,640,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("DTC")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date of the Registration Statement (or the fourth business day following the effective date, if Effective Date of the Registration Statement is declared effective after 4:30 p.m.) or at such earlier other time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "“Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 26,260,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("“Trust Agreement"”) and the remaining proceeds shall be paid to the order of the Company (subject to Section 3.13 hereof) upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("“DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York City time, on the third business day (3rd) Business Day (as defined below) following the effective date commencement of trading of the Registration Statement (or the fourth business day following the effective dateFirm Units, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative Representatives and the Company at the offices of the Representative or Company, at such other place location as shall be agreed upon by the Representative Representatives and the Company. The hour and date of delivery and payment for the Firm Units are is called "the “Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ 94,000,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund account established by the Company for the benefit of the public stockholders Public Stockholders (as defined below), as described in the Registration Statement ("“Trust Fund"Account”) pursuant to the terms of an Investment Management Trust Agreement ("the “Trust Agreement"”) between the Company and Continental Stock Transfer & Trust Company (“CST”). The Representatives shall place an aggregate of $3,500,000 ($0.35 per Firm Unit), payable to the Representatives for the benefit of the underwriters as Deferred Underwriting Commission, in accordance with Section 1.3 hereof, in the Trust Account. The remaining proceeds (less commissions and actual expense payments or other fees payable pursuant to this Agreement), if any, shall be paid to the order of the Company upon delivery to you the Representatives of certificates (in form and substance satisfactory to the UnderwritersRepresentatives) representing the Firm Units (or through the facilities of the Depository Trust Company ("“DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two (2) full business days Business Days prior to the Closing Date. The Company will permit the Representative Representatives to examine and package the Firm Units for delivery, delivery at least one (1) full business day Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative Representatives for all the Firm Units. As used herein, the term “Public Stockholders” means the holders of shares of Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including any stockholder of the Company prior to the Offering (each an “Insider Stockholder” and together the “Insider Stockholders”) to the extent they acquire such shares of Common Stock in the aftermarket (and solely with respect to such shares of Common Stock). “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third fourth business day following the effective date of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "Closing Date." Payment for the Firm Units shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ 45,050,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("DTC")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date of the Registration Statement Effective Date (or the fourth business day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "Closing DateCLOSING DATE." Payment for the Firm Units shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ $ of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust FundTRUST FUND") pursuant to the terms of an Investment Management Trust Agreement ("Trust AgreementTRUST AGREEMENT") and the remaining proceeds shall be paid to the order of the Company upon delivery to you (or through the facilities of the Depository Trust Company ("DTC") of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("DTC")Units) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units Securities shall be made at 10:00 A.M.a.m., New York time, on the third business day second Business Day following the effective date (the “Effective Date”) of the Registration Statement (as hereinafter defined) (or the fourth business day third Business Day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.p.m. New York time) or at such earlier other time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are Securities is called "the “Closing Date." ” The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Securities is referred to herein as the “Closing.” Payment for the Firm Units Securities shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) immediately available funds or by certified or bank cashier's check(s) in New York Clearing House fundsand, payable as follows: $________ upon receipt of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid to the order of the Company upon which, delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units Securities (or delivery through the full fast transfer facilities of the Depository Trust Company ("the “DTC"”)) for the account of the UnderwritersUnderwriters shall be made. The Firm Units Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units Securities except upon tender of payment by the Representative for all the Firm UnitsSecurities.

Payment and Delivery. Delivery and payment for the Firm Units Securities shall be made at 10:00 A.M.a.m., New York time, on the third business day second Business Day following the effective date (the “Effective Date”) of the Registration Statement (as hereinafter defined) (or the fourth business day third Business Day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.p.m. New York time) or at such earlier other time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are Securities is called "the “Closing Date." ” The closing of the payment of the purchase price for, and delivery of certificates representing (if applicable), the Firm Securities is referred to herein as the “Closing.” Payment for the Firm Units Securities shall be made on the Closing Date at the Representative's election by wire transfer in Federal federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units Securities (or through the full fast transfer facilities of the Depository Trust Company ("the “DTC"”)) for the account of the Underwriters. The Firm Units Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days one Business Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units Securities for delivery, at least one full business day Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units Securities except upon tender of payment by the Representative for all the Firm UnitsSecurities.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York City local time, on the third business day following the effective date of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "“Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 43,140,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("“Trust Agreement"”) and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("“DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date of the Registration Statement (or the fourth business day following the effective date, if Effective Date of the Registration Statement is declared effective after 4:30 p.m.) or at such earlier other time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "“Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 192,900,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("“Trust Agreement"”) and the remaining proceeds shall be paid to the order of the Company (subject to Section 3.13 hereof) upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("“DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "Closing Date." Payment for the Firm Units shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ 12,625,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("DTC")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York City local time, on the third business day following the effective date of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "Closing DateCLOSING DATE." Payment for the Firm Units shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ 27,800,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust FundTRUST FUND") pursuant to the terms of an Investment Management Trust Agreement ("Trust AgreementTRUST AGREEMENT") and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("DTC")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units Shares shall be made at 10:00 A.M.a.m., New York time, on the third business day Business Day following the effective date (the “Effective Date”) of the Registration Statement (or the fourth business day Business Day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are Shares is called "the “Closing Date." ” The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” Payment for the Firm Units Shares shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units Shares (or through the full fast transfer facilities of the Depository Trust Company ("the “DTC"”)) for the account of the Underwriters. The Firm Units Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units Shares for delivery, at least one full business day Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units Shares except upon tender of payment by the Representative for all the Firm UnitsShares.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date commencement of trading of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) Firm Units or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "“Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 27,200,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("“Trust Agreement"”) and the remaining proceeds shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("“DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York time, on the third business day following the effective date commencement of trading of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) Firm Units or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative Ellenoff Gxxxxxxx & Schole LLP (“EGS”) or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "“Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 47,780,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("“Trust Agreement"”) and the remaining proceeds shall be paid (subject to Section 3.12 hereof) to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("“DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date of the Registration Statement (or the fourth business day following the effective date, if Effective Date of the Registration Statement is declared effective after 4:30 p.m.) or at such earlier other time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "“Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 92,920,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("“Trust Agreement"”) and the remaining proceeds shall be paid to the order of the Company (subject to Section 3.13 hereof) upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("“DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date commencement of trading of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) Firm Units or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "Closing Date." Payment for the Firm Units shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ 33,200,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("DTC")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third fourth business day following the effective date of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative Representatives and the Company at the offices of the Representative Xxxxxxxx Xxxxxx or at such other place as shall be agreed upon by the Representative Representatives and the Company. The hour and date of delivery and payment for the Firm Units are called "Closing Date." Payment for the Firm Units shall be made on the Closing Date at the Representative's Representatives' election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ 54,250,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("DTC")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative Representatives to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative Representatives for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "Closing Date." Payment for the Firm Units shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ $ of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("DTC")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date commencement of trading of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) Firm Units or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "“Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 85,250,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("“Trust Agreement"”) and the remaining proceeds shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("“DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third fourth business day following the effective date of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "Closing Date." Payment for the Firm Units shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ 21,115,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("DTC")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York Baltimore time, on the third business day following the effective date Effective Date of the Registration Statement (or the fourth business day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are is called "the “Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ [ ] of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("the “Trust Agreement"”) and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("the “DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units Shares shall be made at 10:00 A.M., New York time, on the third business day second Business Day following the effective date (the “Effective Date”) of the Registration Statement (or the fourth business day third Business Day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are Shares is called "the “Closing Date." ” The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” Payment for the Company Firm Units Shares shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds. Any remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable as follows: $________ of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust this Agreement") and the remaining proceeds shall be paid to the order of the Company upon delivery to you the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units Shares (or through the full fast transfer facilities of the Depository Trust Company ("the “DTC"”)) for the account of the Underwriters. The Firm Units Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days Business Days prior to the Closing Date. The Company will shall permit the Representative to examine and package the Firm Units Shares for delivery, at least one full business day Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units Shares except upon tender of payment by the Representative for all the Firm UnitsShares. Payment for Selling Stockholder Firm Shares shall be made on the Closing Date by wire transfer in Federal (same day) funds of the price for the Selling Stockholder Firm Shares being purchased to accounts designated by each Selling Stockholder in accordance with the Power of Attorney and Custody Agreement (as hereinafter defined) upon delivery to the Representative certificates (in form and substance satisfactory to the Underwriters) representing the Selling Stockholder Firm Shares (or through the full fast transfer facilities of the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The certificates for the Selling Stockholder Firm Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. The Selling Stockholders agree to cause certificates for the Selling Stockholder Firm Shares to be delivered pursuant to this Agreement through the facilities of the DTC, New York, New York, or at such other places as may be designated by the Representative, and to be made available for checking and packaging at the above offices or such other places as may be designated by the Representative at least one full Business Day prior to the Closing Date.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date of the Registration Statement Effective Date (or the fourth business day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "“Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("“Trust Agreement"”) and the remaining proceeds shall be paid to the order of the Company upon delivery to you (or through the facilities of the Depository Trust Company (“DTC”) of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("DTC")Units) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "Closing Date." Payment for the Firm Units shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ 17,850,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders Public Stockholders (defined in Section 8.8) as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("DTC")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date of the Registration Statement Effective Date (or the fourth business day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "Closing DateCLOSING DATE." Payment for the Firm Units shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $____________ of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust FundTRUST FUND") pursuant to the terms of an Investment Management Trust Agreement ("Trust AgreementTRUST AGREEMENT") and the remaining proceeds shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the The Depository Trust Company ("DTC")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York City local time, on the third business day following the effective date of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative Representatives and the Company at the offices of the Representative Representatives or at such other place as shall be agreed upon by the Representative Representatives and the Company. The hour and date of delivery and payment for the Firm Units are called "“Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $[________ ] of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("“Trust Agreement"”) and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("“DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative Representatives to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative Representatives for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third fourth business day following the effective date of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "Closing Date." Payment for the Firm Units shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ 63,720,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("DTC")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "Closing Date." Payment for the Firm Units shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ 184,250,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("DTC")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units Shares shall be made at 10:00 A.M.a.m., New York time, on the third business day second Business Day (as hereinafter defined) following the effective date (the “Effective Date”) of the Registration Statement (as hereinafter defined) (or the fourth business day third Business Day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.p.m. New York time) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are Shares is called "the “Closing Date." ” The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” Payment for the Firm Units Shares shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units Shares (or through the full fast transfer facilities of the Depository Trust Company ("the “DTC"”)) for the account of the Underwriters. The Firm Units Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days one Business Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units Shares for delivery, at least one full business day Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units Shares except upon tender of payment by the Representative for all the Firm UnitsShares. Notwithstanding any provision of this Underwriting Agreement to the contrary, the Firm Shares and the Option Shares, if any, shall be in book-entry form in such denominations and registered in the name of “Cede & Co.”, as the nominee of The Depository Trust Company, or such other names as the Representative may request in writing.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date commencement of trading of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) Firm Units or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "“Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 32,900,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("“Trust Agreement"”) and the remaining proceeds shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("“DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date commencement of trading of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) Firm Units or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "“Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 46,585,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("“Trust Agreement"”) and the remaining proceeds shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("“DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units Shares shall be made at 10:00 A.M.a.m., New York timeEastern Time, on the third business day Business Day following the effective date (the “Effective Date”) of the Registration Statement (as hereinafter defined) (or the fourth business day Business Day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.p.m. Eastern Time) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are Securities is called "the “Closing Date." ” The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Securities is referred to herein as the “Closing.” Payment for the Firm Units Securities shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid to the order of the Company upon delivery to you the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units Securities (or through the full fast transfer facilities of the Depository Trust Company ("the “DTC"”)) for the account of the Underwriters. The Firm Units Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units Securities for delivery, at least one full business day Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units Securities except upon tender of payment by the Representative for all the Firm UnitsSecurities.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date of the Registration Statement Effective Date (or the fourth business day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "Closing DateCLOSING DATE." Payment for the Firm Units shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ 35,950,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust FundTRUST FUND") pursuant to the terms of an Investment Management Trust Agreement ("Trust AgreementTRUST AGREEMENT") and the remaining proceeds shall be paid to the order of the Company upon delivery to you (or through the facilities of the Depository Trust Company ("DTC") of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("DTC")Units) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date commencement of trading of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) Firm Units or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "“Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 27,225,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("“Trust Agreement"”) and the remaining proceeds shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("“DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date commencement of trading of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) Firm Units or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "“Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 45,380,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("“Trust Agreement"”) and the remaining proceeds shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("“DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York City local time, on the third business day following the effective date of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "Closing Date." Payment for the Firm Units shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ 79,650,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("DTC")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date of the Registration Statement (or the fourth business day following the effective date, if Effective Date of the Registration Statement is declared effective after 4:30 p.m.) or at such earlier other time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "“Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 191,900,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("“Trust Agreement"”) and the remaining proceeds shall be paid to the order of the Company (subject to Section 3.13 hereof) upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("“DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units Shares shall be made at 10:00 A.M.a.m., New York time, on the third business day second Business Day (as defined in Section 24) following the effective date (the “Effective Date”) of the Registration Statement (as hereinafter defined) (or the fourth business day third Business Day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.p.m. New York time) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are Shares is called "the “Closing Date." ” The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” Payment for the Firm Units Shares shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units Shares (or through the full fast transfer facilities of the Depository Trust Company ("the “DTC"”)) for the account of the Underwriters. The Firm Units Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days one Business Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units Shares for delivery, at least one full business day Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units Shares except upon tender of payment by the Representative for all the Firm UnitsShares.

Payment and Delivery. Delivery and payment for the Firm Units Shares shall be made at 10:00 A.M.a.m., New York City time, on the third business day second (2nd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2.1.1 below) (or the fourth business day third (3rd) Business Day following the effective date, Effective Date if the Registration Statement is declared effective after 4:30 p.m.4:00 p.m. New York City time) or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of Lucosky Bxxxxxxx LLP, counsel to the Representative Underwriters, or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are Shares is called "the “Closing Date." ”. Payment for the Firm Units Shares shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid to the order of the Company upon delivery to you the Representative of the certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Firm Units Shares (or through the facilities of the Depository Trust Company ("“DTC"”)) for the account of the Underwriters. The Firm Units Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units Shares for delivery, at least one (1) full business day Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units Shares except upon tender of payment by the Representative for all of the Firm UnitsShares.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date trading of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) Firm Units or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "“Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 186,950,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("“Trust Agreement"”) and the remaining proceeds shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the The Depository Trust Company ("“DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units Shares shall be made at 10:00 A.M., New York time, on the third business day Business Day following the effective date (the “Effective Date”) of the Registration Statement (or the fourth business day Business Day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative Representatives and the Company at the offices of the Representative Representatives or at such other place as shall be agreed upon by the Representative Representatives and the Company. The hour and date of delivery and payment for the Firm Units are Shares is called "the “Closing Date." ” The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” Payment for the Firm Units Shares shall be made on the Closing Date at the Representative's Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds. Any remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable as follows: $________ of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust this Agreement") and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units Shares (or through the full fast transfer facilities of the Depository Trust Company ("the “DTC"”)) for the account of the Underwriters. The Firm Units Shares shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two full business days Business Days prior to the Closing Date. The Company will permit the Representative Representatives to examine and package the Firm Units Shares for delivery, at least one full business day Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units Shares except upon tender of payment by the Representative Representatives for all the Firm UnitsShares.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date commencement of trading of the Registration Statement (or the fourth business day following the effective dateFirm Units, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "“Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 46,460,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("“Trust Agreement"”) and the remaining proceeds shall be paid to the order of the Company (subject to Section 3.13 hereof) upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("“DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date commencement of trading of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) Firm Units or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "“Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 10,518,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("“Trust Agreement"”) and the remaining proceeds shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the The Depository Trust Company ("“DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date commencement of trading of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) Firm Units or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "Closing Date." Payment for the Firm Units shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ 56,400,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository American Stock Transfer & Trust Company ("DTCAST")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date commencement of trading of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) Firm Units or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "“Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 53,135,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("“Trust Agreement"”) and the remaining proceeds shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("“DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date of the Registration Statement (or the fourth business day following the effective date, if Effective Date of the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "Closing Date." Payment for the Firm Units shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $____________ of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("DTC")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "Closing Date." Payment for the Firm Units shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ 42,640,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("DTC")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York Baltimore time, on the third business day following the effective date Effective Date of the Registration Statement (or the fourth business day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are is called "the “Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 57,210,600 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("the “Trust Agreement"”) and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("the “DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day Business Day following the effective date (the “Effective Date”) of the Registration Statement (or the fourth business day Business Day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are is called "the “Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds. Any remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable as follows: $________ of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust this Agreement") and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("the “DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one full business day Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date commencement of trading of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) Firm Units or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "“Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 46,235,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("“Trust Agreement"”) and the remaining proceeds shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("“DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third fourth business day following the effective date of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "Closing Date." Payment for the Firm Units shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ 25,835,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("DTC")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York California time, on the third business day (3rd) Business Day following the effective date Effective Date of the Registration Statement (or the fourth business day (4th) Business Day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place and in such a manner as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are is herein called "the “Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 67,500,000 (or $7.20 per Firm Unit) of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("the “Trust Agreement"”) and the remaining proceeds (less commissions, expense allowances and actual expense payments or other fees) shall be paid to the order of the Company upon delivery to you the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("the “DTC")”) for the account of the Underwriters). The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date of the Registration Statement (or the fourth business day following the effective date, if Effective Date of the Registration Statement is declared effective after 4:30 p.m.) or at such earlier other time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "“Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 46,460,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("“Trust Agreement"”) and the remaining proceeds shall be paid to the order of the Company (subject to Section 3.13 hereof) upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("“DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units Shares shall be made at 10:00 A.M.a.m., New York time, on the third business day second Business Day following the effective date (the “Effective Date”) of the Registration Statement (as hereinafter defined) (or the fourth business day third Business Day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.4:00 p.m. New York time) or at such earlier other time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are Shares is called "the “Closing Date." ” The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” Payment for the Firm Units Shares shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) immediately available funds or by certified or bank cashier's check(s) in New York Clearing House fundsand, payable as follows: $________ upon receipt of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid to the order of the Company upon which, delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units Shares (or delivery through the full fast transfer facilities of the Depository Trust Company ("the “DTC"”)) for the account of the UnderwritersUnderwriters shall be made. The Firm Units Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days one Business Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units Shares for delivery, at least one full business day Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units Shares except upon tender of payment by the Representative for all the Firm UnitsShares.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date Effective Date of the Registration Statement (or the fourth business day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative Representatives and the Company at the offices of one of the Representative Representatives or at such other place as shall be agreed upon by the Representative Representatives and the Company. The hour and date of delivery and payment for the Firm Units are is called the "Closing Date." Payment for the Firm Units shall be made on the Closing Date at the Representative's Representatives' election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ 131,760,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement (the "Trust Agreement") and the remaining proceeds shall be paid to the order of the Company upon delivery to you (or through the facilities of the Depository Trust Company (the "DTC")) of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("DTC")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative Representatives to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative Representatives for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.1:00 P.M., New York time, on the third business day following the effective date of the Registration Statement this Agreement (or the fourth business day following the effective datedate of this Agreement, if the Registration Statement this Agreement is declared effective executed after 4:30 p.m., New York time) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are is called "the “Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 113,500,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund account established by the Company for the benefit of the public stockholders as described in the Registration Statement ("“Trust Fund"Account”) pursuant to the terms of an Investment Management the Trust Agreement ("Trust Agreement"as defined below in Section 2.22 hereof) and the remaining proceeds shall be paid to the order of the Company upon delivery to you the Representative of certificates (in form and substance reasonably satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of the Depository Trust Company ("“DTC"”)) for the account of the UnderwritersRepresentative. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York City time, on the third business day second (2nd) Business Day (as defined below) following the effective date commencement of trading of the Registration Statement (or the fourth business day following the effective dateUnits, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of Ellenoff Gxxxxxxx & Schole LLP, counsel to the Representative Underwriters (“EG&S”), or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are is called "the “Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ 255,000,000 of the proceeds received by the Company for the Firm Units and the sale of Placement Warrants (as defined in Section 1.4.2) shall be deposited in the trust fund account (“Trust Account”) established by the Company for the benefit of the public stockholders Public Shareholders (as defined below), as described in the Registration Statement ("Trust Fund"as defined in Section 2.1.1) pursuant to the terms of an Investment Management Trust Agreement ("the “Trust Agreement"”) between the Company and Continental Stock Transfer & Trust Company (“CST”). The funds deposited in the Trust Account shall include an aggregate of $12,500,000 ($0.50 per Firm Unit), payable to the Representative as Deferred Underwriting Commission on behalf of the Underwriters, in accordance with Section 1.3 hereof. The remaining proceeds received by the Company for the Firm Units (less commissions and actual expense payments or other fees payable pursuant to this Agreement), if any, shall be paid to the order of the Company upon delivery to you the Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of the Depository Trust Company ("“DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full business days Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full business day Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of Public Shares sold as part of the Units (as defined below) in the Offering or acquired in the aftermarket, including the Sponsors (defined below) and any officer or director of the Company, to the extent, he, she or it acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than a Saturday, a Sunday, or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, that for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "Closing Date." Payment for the Firm Units shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ 24,816,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid to the order of the Company (subject to Section 3.13 hereof) upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("DTC")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York time, on the third business day Business Day following the effective date (the “Effective Date”) of the Registration Statement (or the fourth business day Business Day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are is called "the “Closing Date." ” The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Units is referred to herein as the “Closing.” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds. Any remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable as follows: $________ of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust this Agreement") and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the full fast transfer facilities of the Depository Trust Company ("the “DTC"”)) for the account of the Underwriters. The Firm Units Shares and Warrants shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "Closing Date." Payment for the Firm Units shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ 164,850,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("DTC")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units Shares shall be made at 10:00 A.M.a.m., New York time, on the third business day second Business Day following the effective date (the “Effective Date”) of the Registration Statement (as hereinafter defined) (or the fourth business day third Business Day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.p.m. New York time) or at such earlier other time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are Shares is called "the “Closing Date." ” The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” Payment for the Firm Units Shares shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid to the order of the Company upon delivery to you the Underwriters of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units Shares (or through the full fast transfer facilities of the Depository Trust Company ("the “DTC"”)) for the account of the Underwriters. The Firm Units Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days one Business Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units Shares for delivery, at least one full business day Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units Shares except upon tender of payment by the Representative for all the Firm UnitsShares.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date Effective Date of the Registration Statement (or the fourth business day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are is called the "Closing DateCLOSING DATE." Payment for the Firm Units shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $______________ of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust FundTRUST FUND") pursuant to the terms of an Investment Management Trust Agreement (the "Trust AgreementTRUST AGREEMENT") and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (the "DTC")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date commencement of trading of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) Firm Units or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "“Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 93,000,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("“Trust Agreement"”) and the remaining proceeds shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Continental Stock Transfer & Trust Company ("DTC"“Continental”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "“Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 46,460,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("“Trust Agreement"”) and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("“DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units Securities shall be made at 10:00 A.M.a.m., New York time, on the third business day second Business Day following the effective date (the “Effective Date”) of the Registration Statement (as hereinafter defined) (or the fourth business day third Business Day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.p.m. New York time) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are Shares is called "the “Closing Date." ” The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Securities comprising the Units is referred to herein as the “Closing.” Payment for the Firm Units Securities shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units Shares (or through the full fast transfer facilities of the Depository Trust Company ("the “DTC"”)) for the account of the Underwriters. The Firm Units Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days one Business Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units Securities for delivery, at least one full business day Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units Securities except upon tender of payment by the Representative for all the Firm UnitsSecurities.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date of the Registration Statement Effective Date (or the fourth business day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "Closing DateCLOSING DATE." Payment for the Firm Units shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ ------ of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust FundTRUST FUND") pursuant to the terms of an Investment Management Trust Agreement ("Trust AgreementTRUST AGREEMENT") and the remaining proceeds shall be paid to the order of the Company upon delivery to you (or through the facilities of the Depository Trust Company ("DTC") of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("DTC")Units) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date of the Registration Statement Effective Date (or the fourth business day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "“Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 90,500,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("“Trust Agreement"”) and the remaining proceeds shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the The Depository Trust Company ("“DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York Baltimore time, on the third business day following the effective date Effective Date of the Registration Statement (or the fourth business day following the effective dateEffective Date, if the Registration Statement is EXHIBIT 1.1 declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are is called "the “Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 107,498,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("the “Trust Agreement"”) and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("the “DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York Baltimore time, on the third business day following the effective date Effective Date of the Registration Statement (or the fourth business day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are is called "the “Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 52,900,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("the “Trust Agreement"”) and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("the “DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date Effective Date of the Registration Statement (or the fourth business day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are is called the "Closing Date." Payment for the Firm Units shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ 95,160,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement (the "Trust Agreement") and the remaining proceeds shall be paid to the order of the Company upon delivery to you (or through the facilities of the Depository Trust Company (the "DTC")) of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("DTC")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date of the Registration Statement (or the fourth business day following the effective date, date if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier other time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "Closing Date." Payment for the Firm Units shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ 15,300,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("DTC")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date commencement of trading of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) Firm Units or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "“Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 34,250,100 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("“Trust Agreement"”) and the remaining proceeds shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("“DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units Shares shall be made at [10:00 A.M.], New York time, on the third business day Business Day following the effective date (the “Effective Date”) of the Registration Statement (or the fourth business day Business Day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative Representatives and the Company at the offices of the Representative Representatives or at such other place as shall be agreed upon by the Representative Representatives and the Company. The hour and date of delivery and payment for the Firm Units are Shares is called "the “Closing Date." ” The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” Payment for the Firm Units Shares shall be made on the Closing Date at the Representative's Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds. Any remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable as follows: $________ of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust this Agreement") and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units Shares (or through the full fast transfer facilities of the Depository Trust Company ("the “DTC"”)) for the account of the Underwriters. The Firm Units Shares shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two full business days Business Days prior to the Closing Date. The Company will permit the Representative Representatives to examine and package the Firm Units Shares for delivery, at least one full business day Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units Shares except upon tender of payment by the Representative Representatives for all the Firm UnitsShares.

Payment and Delivery. Delivery and payment for the Firm Units Shares shall be made at 10:00 9:15 A.M., New York time, on the third business day Business Day following the effective date (the “Effective Date”) of the Registration Statement this Underwriting Agreement (or the fourth business day Business Day following the effective dateEffective Date, if the Registration Statement is declared effective Shares are priced after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative Representatives and the Company at the offices of the Representative Maxim Group LLC, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are Shares is called "the “Closing Date." ” The payment of the purchase price for, and delivery the Shares is referred to herein as the “Closing.” Payment for the Firm Units Shares (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ . Delivery of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant Shares to the terms Underwriters may be made by means of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (Shares or through the full fast transfer facilities of the Depository Trust Company ("the “DTC")”) for the account of the Underwriters. The Firm Units Shares shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two full business days Business Days prior to the Closing Date. The Company will permit the Representative Representatives to examine and package the Firm Units Shares for delivery, at least one full business day Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units Shares except upon tender of payment by the Representative Representatives for all the Firm UnitsShares.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date Effective Date of the Registration Statement (or the fourth business day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are is called "the “Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 36,400,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("the “Trust Agreement"”) and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("the “DTC")”) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York Boca Raton time, on the third fourth business day following the effective date of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative Representatives and the Company at the offices of the Representative DJS or at such other place as shall be agreed upon by the Representative Representatives and the Company. The hour and date of delivery and payment for the Firm Units are called "Closing Date." Payment for the Firm Units shall be made on the Closing Date at the Representative's Representatives' election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $__________ of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to you the Representatives of certificates (in form and substance satisfactory to the UnderwritersRepresentatives) representing the Firm Units (or through the facilities of the Depository Trust Company ("DTC")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative Representatives to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date of the Registration Statement Effective Date (or the fourth business day following the effective date, date if the Registration Statement is declared effective after 4:30 p.m.pm EST) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "Closing Date." Payment for the Firm Units shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ 57,400,000 (all of the proceeds received by the Company for the Firm Units Units) shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the The Depository Trust Company ("DTC")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.1:00 P.M., New York time, on the third business day following the effective date of the Registration Statement this Agreement (or the fourth business day following the effective datedate of this Agreement, if the Registration Statement this Agreement is declared effective executed after 4:30 p.m., New York time) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are is called "the “Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 32,080,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund account established by the Company for the benefit of the public stockholders and the Underwriters as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement"as defined in Section 3.21 hereof) and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("“DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.1:00 P.M., New York time, on the third business day following the effective date of the Registration Statement Effective Date (or the fourth business day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative Underwriter and the Company at the offices of the Representative Underwriter or at such other place as shall be agreed upon by the Representative Underwriter and the Company. The hour and date of delivery and payment for the Firm Units are is called "the “Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's Underwriter’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 117,180,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders holders of IPO Shares (as defined below in Section 6.7) as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management the Trust Agreement ("Trust Agreement"as defined below in Section 2.22) and the remaining proceeds shall be paid to the order of the Company upon delivery to you the Underwriter of certificates (in form and substance satisfactory to the UnderwritersUnderwriter) representing the Firm Units (or through the facilities of the Depository Trust Company ("“DTC"”)) for the account of the UnderwritersUnderwriter. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative Underwriter may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative Underwriter to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.the

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York California time, on the third business day (3rd) Business Day following the effective date Effective Date of the Registration Statement (or the fourth business day (4th) Business Day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place and in such a manner as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are is herein called "the “Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 122,400,000 (or $7.20 per Firm Unit) of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("the “Trust Agreement"”) and the remaining proceeds (less commissions, expense allowances and actual expense payments or other fees) shall be paid to the order of the Company upon delivery to you the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("the “DTC")”) for the account of the Underwriters). The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date of the Registration Statement Effective Date (or the fourth business day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "Closing DateCLOSING DATE." Payment for the Firm Units shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ 32,780,000 (approximately $5.46 per Unit) of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust FundTRUST FUND") pursuant to the terms of an Investment Management Trust Agreement ("Trust AgreementTRUST AGREEMENT") and the remaining proceeds (less commissions, expense allowance and actual expense payments or other fees) shall be paid to the order of the Company upon delivery to you (or through the facilities of the Depository Trust Company ("DTC") of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("DTC")Units) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date Effective Date of the Registration Statement (or the fourth business day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are is called "the “Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $_____________ of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("the “Trust Agreement"”) and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("the “DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date commencement of trading of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) Firm Units or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "“Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 33,850,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("“Trust Agreement"”) and the remaining proceeds shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("“DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. [The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. .] The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York Baltimore time, on the third business day following the effective date Effective Date of the Registration Statement (or the fourth business day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are is called "the “Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 57,750,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("the “Trust Agreement"”) and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("the “DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units Shares shall be made at 10:00 A.M.a.m., New York time, on the third business day second Business Day (as defined in Section 24) following the effective date (the “Effective Date”) of the Registration Statement (as hereinafter defined) (or the fourth business day third Business Day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.p.m. New York time) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are Shares is called "the “Closing Date." ” The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” Payment for the Firm Units Shares shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) immediately available funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units Shares (or through the full fast transfer facilities of the Depository Trust Company ("the “DTC"”)) for the account of the Underwriters. The Firm Units Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days one Business Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units Shares for delivery, at least one full business day Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units Shares except upon tender of payment by the Representative for all the Firm UnitsShares.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date commencement of trading of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) Firm Units or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "“Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 94,350,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("“Trust Agreement"”) and the remaining proceeds shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the The Depository Trust Company ("“DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date commencement of trading of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) Firm Units or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called "“Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's ’s election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 34,030,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("“Trust Agreement"”) and the remaining proceeds shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("“DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. [The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. .] The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day (3rd) Business Day following the effective date of the Registration Statement Effective Date (or the fourth business day (4th) Business Day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative Representatives and the Company at the offices of the Representative Representatives or at such other place as shall be agreed upon by the Representative Representatives and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units are called "is referred to herein as the “Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at through the Representative's election facilities of BMC by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: . An aggregate of $________ 54,300,000 of the proceeds received by the Company for the Firm Units and the Private Placement (as defined in Section 1.4) shall be deposited in into the trust fund account (the “Trust Account”) established by the Company for the benefit of the public stockholders Public Shareholders (as defined below) and the Underwriters, as described in the Registration Statement ("Trust Fund") and pursuant to the terms of an Investment Management Trust Agreement ("the “Trust Agreement") and ”), which amount includes up to $2,200,000 ($0.32 per Firm Unit), payable to the Underwriters as deferred compensation upon consummation of a Business Combination (subject to Section 1.5 hereof). The remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement), if any, shall be paid to the order of the Company upon delivery to you the Representatives of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("the “DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two full business days (2) Business Days prior to the Closing Date. The Company will permit the Representative Representatives to examine and package the Firm Units for delivery, at least one (1) full business day Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative Representatives for all the Firm Units.. As used herein, the term “Public Shareholders” means the holders of Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including any Company shareholder prior to the Offering to the extent they acquire such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). Xxxxx Xxxxxx, Carret & Co, LLC, et al ________, __ 2008

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York Eastern time, on the third business day following the effective date Effective Date of the Registration Statement (or the fourth business day following the effective dateEffective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of counsel to the Representative Underwriters or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are is called the "Closing Date." Payment for the Firm Units shall be made on the Closing Date at the Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $________ 98,325,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement (the "Trust Agreement") and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (the "DTC")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third business day following the effective date commencement of trading of the Registration Statement (or the fourth business day following the effective date, if the Registration Statement is declared effective after 4:30 p.m.) Firm Units or at such earlier time as shall be agreed upon by the Representative Representatives and the Company at the offices of the Representative Representatives or at such other place as shall be agreed upon by the Representative Representatives and the Company. The hour and date of delivery and payment for the Firm Units are called "“Closing Date." ” Payment for the Firm Units shall be made on the Closing Date at the Representative's Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier's ’s check(s) in New York Clearing House funds, payable as follows: $________ 37,700,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement ("“Trust Agreement"”) and the remaining proceeds shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the The Depository Trust Company ("“DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative Representatives to examine and package the Firm Units for delivery, delivery at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative Representatives for all the Firm Units.