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 second (2nd) Business Day following the commencement of trading of the 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Stockholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Stock Transfer & Trust Company, LLC (“AST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

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 second (2nd) Business Day following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of Ellenoff Xxxxxxxx & 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The , payable as follows: the $194,250,000 proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and the Private Placement Units (as defined in section 1.3.3)Units, of which $101,000,000 shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersStockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below“Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST”) substantially ), as trustee (in such capacity, the form annexed as an exhibit “Trustee”). Such payment shall be made upon delivery to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. In addition to the Underwriters’ payments with respect to the Firm Units, additional payments shall be made in accordance with this Agreement on or prior to the Closing Date by wire transfer in Federal (same day) funds, as follows: $5,750,000 of the proceeds received by the Company from the Unit Private Placement. 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 (defined below) 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 delivery, at least one (1) 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. 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 the Sponsor (as defined below) to the extent it acquires such shares of Common Stock in the aftermarket (and solely with respect to such shares of Common Stock). “Business Day” means shall mean any day other than Saturday, Sunday or other day on which commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, 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 New York, The City of New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

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 second (2nd) Business Day third business day following the commencement date of trading this Agreement (or the fourth business day following the date of the Firm Unitsthis Agreement, if this Agreement is executed 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 closing Company (the date and time of the Offering is execution of this Agreement shall hereinafter be referred to herein as the “Closing” and the Execution Time). The hour and date of delivery and payment for the Firm Units is referred to herein as are called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through at the facilities of Depository Trust Company (“DTC”) 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. The , payable as follows: $33,117,500 of the proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Stockholders, public stockholders as described in the Registration Statement Statement, $900,000 of which is deposited in respect of the Deferred Compensation (as defined below), and $1,265,000, less the amount owed by the Company to the Representative for all accountable expenses owed thereto incident to the performance of the obligations of the Company under this Agreement as set forth in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Stock Transfer & Trust Company3.7 hereof, LLC (“AST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon to a bank account established by the Company, against delivery to you of certificates (in form and substance reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. Three hundred and sixty thousand dollars ($360,000) shall be deducted from the gross proceeds and retained by the Representative as a nonaccountable expense allowance pursuant to Section 3.8.2 hereof. 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) Business Days (defined below) 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 (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 for all the Firm Units. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

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 second (2nd) Business Day following the commencement of trading effective date (the “Effective Date”) of the Firm UnitsRegistration Statement (as hereinafter defined) (or the third Business Day following the Effective Date, if the Registration Statement is declared effective 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units Securities is called the “Closing Date.” The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares and the Firm Warrants is referred to herein as the “Closing DateClosing.” Payment for the Firm Units Securities shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Stockholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Stock Transfer & Trust Company, LLC (“AST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company funds upon delivery to you of certificates (in form and substance reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units Shares and the Firm Warrants (or through the full fast transfer facilities of the DTC Depository Trust Company (the “DTC”)) for the account of the Representative)Underwriters. The Firm Units Shares and the Firm Warrants shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) one Business Days (defined below) Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units Shares and the Firm Warrants for delivery delivery, at least one (1) full 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 Units. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares)Securities.

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 second (2nd) Business Day following the commencement of trading of the Firm UnitsUnits (as defined below), or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of Exxxxxxx Gxxxxxxx & Schole LLP, counsel to the Representative Underwriters (“EGS”), or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) of immediately available funds. The , payable as follows: $100.5 million of the proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and the Private sale of Placement Units (as defined in section 1.3.3), of which $101,000,000 below) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersStockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC (“AST&TCST”) substantially in the form annexed as an exhibit to the Registration Statement). 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 the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative)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) one Business Days (defined below) Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery delivery, at least one (1) 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. As used herein, the term “Public Stockholders” means the holders of shares of Common Stock sold as part of the Units (as defined below) in the Offering or acquired in the aftermarket, including the initial stockholders to the extent it acquires such shares of Common Stock in the aftermarket (and solely with respect to such shares of Common Stock). For purposes of this Agreement, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, the City of New York are authorized or required by law to remain closed; provided, however, 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 New York, the City of New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

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 second (2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of Xxxxxxxx Xxxxxx, counsel to the Representative Underwriters (“GM”), or at such other place as shall be agreed upon by the Representative 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 is referred to herein as called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The , payable as follows: $200,000,000 of the proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and the Private sale of Placement Units (as defined in section 1.3.3), of which $101,000,000 Section 1.3.2) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersStockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below2.1.1) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST”) substantially in the form annexed as an exhibit to the Registration Statement). 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 the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative)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 (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery delivery, at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and 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 of the Respondents Sponsor (defined below) to the extent they acquire it acquires such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such sharesshares of Common Stock). “Business Day” means 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.a.m., New York City time, on the second (2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of Xxxxxxxx Xxxxxx, counsel to the Representative Underwriters (“GM”), or at such other place as shall be agreed upon by the Representative 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 is referred to herein as called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The , payable as follows: $300,000,000 of the proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and the Warrant Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersStockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below“Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST”) substantially ). The funds deposited in the form annexed Trust Account shall include an aggregate of $10,500,000 ($0.35 per Firm Unit), payable to Cantor Xxxxxxxxxx as an exhibit to the Registration StatementDeferred Underwriting Commission, in accordance with Section 1.3 hereof. 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 the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative)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 (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery delivery, at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and 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 of the Respondents Sponsor (defined below) to the extent they acquire it acquires such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such sharesshares 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.a.m., New York time, on the second (2nd) fourth Business Day (as defined below) following the commencement of trading effective date of the Firm Units, Registration Statement or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative Kxxxxx Xxxxx Xxxxxxxx & Fxxxxxx LLP (“Kxxxxx Lxxxx”) or at such other place as shall be agreed upon by the Representative 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 is referred to herein as the are called “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through at the facilities of Depository Trust Company (“DTC”) 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. The , payable as follows: $70,520,000 of the proceeds received by the Company for the Firm Units and the Placement Warrants (as defined in Section 2.22.3 below), including $2,160,000 of the Deferred Fees (as defined in Section 1.1.3 below) shall receive an aggregate be deposited (or with respect to the $2,100,000 of approximately $103,610,000 of gross proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 Warrants shall be have been deposited on or prior to the Closing Date into Date) in the trust account (the “Trust Account”) Account established by the Company for the benefit of the Public Stockholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 below“Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST”) substantially in and the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative)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 (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery delivery, at least one (1) 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. As used herein, the term “Business Day” means shall mean any day other than a Saturday, a Sunday or other a legal holiday or a day on which commercial banks in New York, New York banking institutions or trust companies are authorized or required obligated by law to remain closed; provided, however, 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 close in New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares)City.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day third business day following the commencement of trading effective date of the Firm UnitsRegistration 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as called the “Closing Date"CLOSING DATE.” " Payment for the Firm Units shall be made on the Closing Date through at the facilities of Depository Trust Company (“DTC”) 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. The , payable as follows: $__________ of the proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into in the trust account (the “Trust Account”) fund established by the Company for the benefit of the Public Stockholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 below"TRUST FUND") and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”"TRUST AGREEMENT") between and the Company and American Stock Transfer & Trust Company, LLC (“AST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to you of certificates (in form and substance reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (the "DTC")) for the account of the Representative)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) Business Days (defined below) 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 (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 for all the Firm Units. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

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 second (2nd) Business Day following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, counsel to the Representative Underwriters (“Skadden”), or at such other place as shall be agreed upon by the Representative 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 is referred to herein as called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The , payable as follows: the $244,000,000 proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and the Private Placement Units (as defined in section 1.3.3)Units, of which $101,000,000 shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersStockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below“Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST”) substantially ), as trustee (in such capacity, the form annexed as an exhibit “Trustee”). Such payment shall be made upon delivery to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. In addition to the Underwriters’ payments with respect to the Firm Units, additional payments shall be made in accordance with this Agreement on or prior to the Closing Date by wire transfer in Federal (same day) funds, as follows: $6,000,000 of the proceeds received by the Company from the Unit Private Placement and the $2,500,000 proceeds received by the Company from the Sponsor Loan. 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 (defined below) 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 delivery, at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and 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 of the Respondents Sponsor (as defined below) to the extent they acquire it acquires such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such sharesshares 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 City local time, on the second (2nd) Business Day third business day following the commencement of trading effective date of the Firm UnitsRegistration 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the are called “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through at the facilities of Depository Trust Company (“DTC”) 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. The , payable as follows: $76,000,000 of the proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on in the Closing Date into the trust account (the “Trust Account”) Account established by the Company with Continental Stock Transfer & Trust Company for the benefit of the Public Stockholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 below“Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement among the Company, Xxxxxx Xxxxxx & Co. and Continental Stock Transfer & Trust Company (the “Trust Agreement”) between ), of which $1,600,000 shall represent the Company Contingent Underwriting Discount, and American Stock Transfer & Trust Company, LLC (“AST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to you of certificates (in form and substance reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of the DTC The Depository Trust Company (“DTC”)) for the account of the Representative)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) Business Days (defined below) 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 (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 for all the Firm Units. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the commencement of trading of the 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive On the Closing Date, an aggregate of approximately $103,610,000 101,000,000 of gross net proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 Warrants shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersShareholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means shall mean any day other than a Saturday, Sunday or other any day on which commercial national banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such daybusiness, and the term “Public StockholdersShareholders” means the holders of shares of Common Stock Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Respondents (as defined in Section 2.14 below) to the extent they acquire such shares of Common Stock Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second third (2nd3rd) Business Day following the commencement of trading of the 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an aggregate of approximately $103,610,000 of gross $ net proceeds from the sale of the Firm Units and the Private Placement Sponsor Units (as defined in section 1.3.3Section 1.4.2 below), of which $101,000,000 $ shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersStockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 belowhereof) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST&T”) substantially in the form annexed as an exhibit to the Registration Statement). The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means shall mean any day other than a Saturday, Sunday or other any day on which commercial national banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such daybusiness, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents Insiders (as defined belowin Section 1.4.1 herein) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day (as defined below) following the commencement of trading of the 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Of the proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), an aggregate of which $101,000,000 60,600,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersShareholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC as trustee (“AST&TCST&T”) ), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, 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 New York, the City of New York are generally are open for use by customers on such day, and the term “Public StockholdersShareholders” means the holders of shares of Common Stock Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Respondents Insiders (as defined in Section 1.3.1 below) to the extent they acquire such shares of Common Stock Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares).

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 second (2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of Xxxxxxxx Xxxxxx, counsel to the Representative Underwriters (“GM”), or at such other place as shall be agreed upon by the Representative 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 is referred to herein as called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The , payable as follows: $178,500,000 of the proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from for the Firm Units, the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 Section 1.3.2) and the Sponsor Loan (as defined in Section 2.21.4) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersStockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below2.1.1) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST”) substantially in the form annexed as an exhibit to the Registration Statement). 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 the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative)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 (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery delivery, at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and 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 of the Respondents Sponsor (defined below) to the extent they acquire it acquires such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such sharesshares of Common Stock). “Business Day” means 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 second third (2nd3rd) Business Day following the commencement of trading of the 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an aggregate On the Closing Date, $180,000,000 of approximately $103,610,000 of gross the net proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 Section 1.4.2 herein) shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersShareholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means shall mean any day other than a Saturday, Sunday or other any day on which commercial national banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such daybusiness, and the term “Public StockholdersShareholders” means the holders of shares of Common Stock Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Respondents Insiders (as defined in Section 1.4.1 below) to the extent they acquire such shares of Common Stock Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares).

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 second (2nd) Business Day following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of Ellenoff Xxxxxxxx & 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The , payable as follows: the $147,000,000 proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and the Private Placement Units (as defined in section 1.3.3)Units, of which $101,000,000 shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersStockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below“Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST”) substantially ), as trustee (in such capacity, the form annexed as an exhibit “Trustee”). Such payment shall be made upon delivery to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. In addition to the Underwriters’ payments with respect to the Firm Units, additional payments shall be made in accordance with this Agreement on or prior to the Closing Date by wire transfer in Federal (same day) funds, as follows: $4,750,000 ($3,000,000 of which shall be deposited in the Trust Account) of the proceeds received by the Company from the Unit Private Placement. 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 (defined below) 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 delivery, at least one (1) 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. 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 the Sponsor (as defined below) to the extent it acquires such shares of Common Stock in the aftermarket (and solely with respect to such shares of Common Stock). “Business Day” means shall mean any day other than Saturday, Sunday or other day on which commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, 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 New York, The City of New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

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 second third (2nd3rd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of the Representative Ellenoff Xxxxxxxx & Schole LLP (“EGS”) or at such other place as shall be agreed upon by the Representative 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 is referred to herein as called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through at the facilities of Depository Trust Company (“DTC”) Representative’s election by wire transfer in Federal (same day) funds. The , payable as follows: $96,425,000 of the proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersStockholders (as defined below) and the Underwriters, as described in the Registration Statement (as defined in Section 2.1.1 below“Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST”) substantially ). The amount deposited in the form annexed as Trust Account shall include an exhibit aggregate of $3,000,000 ($0.30 per Firm Unit), payable to the Registration StatementRepresentative as a Deferred Underwriting Commission, in accordance with Section 1.3 hereof. The remaining proceeds (less commissions and actual expense payments or other fees payable pursuant to this Agreement) ), if any, shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative)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 (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery delivery, at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and 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 of Company stockholder prior to the Respondents (defined below) Offering to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such sharesCommon 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 second (2nd) Business Day (as defined below) following the commencement of trading of the Firm UnitsUnits at the offices of Nomura, or at such earlier time and/or such other place 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 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 is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of The Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive On the Closing Date, an aggregate of approximately $103,610,000 200,000,000 of gross the net proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersStockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST&T”) ), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other expenses and fees payable pursuant to this Agreement) shall be paid to the order of the Company on the Closing Date upon delivery of certificates representing the Firm Units (in form and substance reasonably satisfactory to the RepresentativeRepresentatives) representing the Firm Units (or through the facilities of the DTC for the account of the Representative)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) Business Days (defined below) 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 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 “Business Day” means any day other than a Saturday, Sunday Sunday, or other any day on which commercial national banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such daybusiness, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (as defined in Section 2.14 below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units Shares shall be made at 10:00 A.M.a.m., New York Eastern time, on the second (2nd) Business Day (as defined below) following the commencement of trading effective date (the “Effective Date”) of the Firm UnitsRegistration Statement (as defined in Section 2.1.1 below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier other time as shall be agreed upon by the Representative and the Company Company, at the offices of Carmel, Mxxxxxx & Fxxx 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units Shares is referred to herein as called the “Closing Date.” Payment for the Firm Units Shares shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Stockholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Stock Transfer & Trust Company, LLC (“AST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units Shares (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative)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 (2) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units Shares for delivery delivery, at least one (1) full 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. As used herein, the The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or any other day on which commercial banks in The City of New York, New York 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, New York York, are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

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 second (2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of Loeb & Loeb LLP, counsel to the Representative Underwriters (“Loeb”), or at such other place as shall be agreed upon by the Representative 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 is referred to herein as called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The , payable as follows: $101,500,000 of the proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and the Private sale of Placement Units Warrants (as defined in section 1.3.3), of which $101,000,000 Section 1.4.2) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersStockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below2.1.1) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST”) substantially in the form annexed as an exhibit to the Registration Statement). 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 the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative)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 (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery delivery, at least one (1) 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. 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 the Initial Stockholders (defined below) to the extent it acquires such shares of Common Stock in the aftermarket (and solely with respect to such shares of Common Stock). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, 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 New York, The City of New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

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 second (2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of Xxxxxxxx Xxxxxx, counsel to the Representative Underwriters (“GM”), or at such other place as shall be agreed upon by the Representative 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 is referred to herein as called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The , payable as follows: $300,000,000 of the proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and the Private sale of Placement Units (as defined in section 1.3.3), of which $101,000,000 Section 1.3.2) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersStockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below2.1.1) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST”) substantially in the form annexed as an exhibit to the Registration Statement). 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 the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative)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 (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery delivery, at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and 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 of the Respondents Sponsor (defined below) to the extent they acquire it acquires such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such sharesshares of Common Stock). “Business Day” means 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 second (2nd) third Business Day following the commencement of trading Effective Date of the Firm UnitsRegistration 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 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through at the facilities of Depository Trust Company (“DTC”) 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. The Company shall receive an aggregate of , payable as follows: $184,675,000 (approximately $103,610,000 9.23 per Unit) of gross the proceeds from received by the sale of Company for the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into in the trust account (the “Trust Account”) fund established by the Company for the benefit of the Public Stockholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 below“Trust Fund”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between and the Company and American Stock Transfer & Trust Company, LLC (“AST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, expense allowances and actual expense payments or other fees payable pursuant to this Agreementfees) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”) for the account of the RepresentativeUnderwriters). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means shall mean any day other than a Saturday, Sunday or other any day on which commercial national banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares)business.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) third Business Day following the commencement of trading effective date (the “Effective Date”) of the Firm UnitsRegistration 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units 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 DateClosing.” Payment for the Firm Units shall be made on the Closing Date through at the facilities of Depository Trust Company (“DTC”) 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. The Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Stockholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Stock Transfer & Trust Company, LLC (“AST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The Any remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to you of certificates (in form and substance reasonably satisfactory to the RepresentativeUnderwriters) representing the Common Shares and Warrant underlying the Firm Units (or through the full fast transfer facilities of the DTC Depository Trust Company (the “DTC”)) for the account of the Representative)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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery delivery, at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

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 second (2nd) Business Day following the commencement of trading effective date (the “Effective Date”) of the Firm UnitsRegistration Statement (as hereinafter defined) (or the third Business Day following the Effective Date, if the Registration Statement is declared effective 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called the “Closing Date.” The closing of the payment of the purchase price for, and delivery of the shares of Common Stock underlying the Units (the “Firm Shares”) and the Warrants underlying the Units (the “Firm Warrants”) is referred to herein as the “Closing DateClosing.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from funds upon delivery to the sale Underwriters of the Firm Units Shares and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Stockholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Stock Transfer & Trust Company, LLC (“AST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing Firm Warrants underlying the Firm Units (or through the full fast transfer facilities of the DTC Depository Trust Company (the “DTC”)) for the account of the Representative)Underwriters. The Firm Units Shares and Firm Warrants shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) one Business Days (defined below) Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery delivery, at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

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 second (2nd) Business Day following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of Ellenoff Xxxxxxxx & 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The , payable as follows: the $147,000,000 proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and the Private Placement Units (as defined in section 1.3.3)Units, of which $101,000,000 shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersStockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below“Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST”) substantially ), as trustee (in such capacity, the form annexed as an exhibit “Trustee”). Such payment shall be made upon delivery to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. In addition to the Underwriters’ payments with respect to the Firm Units, additional payments shall be made in accordance with this Agreement on or prior to the Closing Date by wire transfer in Federal (same day) funds, as follows: $5,550,000 ($3,000,000 of which shall be deposited in the Trust Account) of the proceeds received by the Company from the Unit Private Placement. 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 (defined below) 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 delivery, at least one (1) 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. 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 the Sponsor (as defined below) to the extent it acquires such shares of Common Stock in the aftermarket (and solely with respect to such shares of Common Stock). “Business Day” means shall mean any day other than Saturday, Sunday or other day on which commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, 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 New York, The City of New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

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 second third (2nd3rd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative Underwriter and the Company Company, at the offices of Xxxxxxxx Xxxxxx, counsel to the Representative Underwriter (“GM”), or at such other place as shall be agreed upon by the Representative Underwriter 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 is referred to herein as called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The , payable as follows: $47,500,000 of the proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersStockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below“Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST”) substantially in the form annexed as an exhibit to the Registration Statement). 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 the Underwriter of certificates (in form and substance reasonably satisfactory to the RepresentativeUnderwriter) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative)Underwriter. 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 (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative Underwriter to examine and package the Firm Units for delivery at least one (1) 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 Underwriter for all the Firm Units. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and 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 Respondents Company prior to the Offering (defined beloweach an “Insider Stockholder” and together the “Insider Stockholders”) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such sharesshares 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 second (2nd) third Business Day following the commencement of trading Effective Date of the Firm UnitsRegistration 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 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as called the “"Closing Date.” " Payment for the Firm Units shall be made on the Closing Date through at the facilities of Depository Trust Company (“DTC”) 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. The Company shall receive an aggregate of , payable as follows: $184,675,000 (approximately $103,610,000 9.23 per Unit) of gross the proceeds from received by the sale of Company for the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into in the trust account (the “Trust Account”) fund established by the Company for the benefit of the Public Stockholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 below"Trust Fund") and pursuant to the terms of an Investment Management Trust Agreement (the “"Trust Agreement”") between and the Company and American Stock Transfer & Trust Company, LLC (“AST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, expense allowances and actual expense payments or other fees payable pursuant to this Agreementfees) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of the DTC Depository Trust Company ("DTC") for the account of the RepresentativeUnderwriters). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “"Business Day” means " shall mean any day other than a Saturday, Sunday or other any day on which commercial national banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares)business.

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 second (2nd) Business Day third business day following the commencement date of trading this Agreement (or the fourth business day following the date of the Firm Unitsthis Agreement, if this Agreement is 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through at the facilities of Depository Trust Company (“DTC”) 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. The Company shall receive an aggregate of approximately , payable as follows: $103,610,000 of gross proceeds from the sale ___ of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established proceeds received by the Company for the benefit of Firm Units shall be deposited in the Public Stockholders, trust account established by the Company as described in the Registration Statement (as defined in Section 2.1.1 below“Trust Account”) and pursuant to the terms of an Investment Management the Trust Agreement (as defined below in Section 2.22) and the “Trust Agreement”) between the Company and American Stock Transfer & Trust Company, LLC (“AST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative). 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) Business Days (defined below) 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 (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 for all the Firm Units. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second third (2nd3rd) Business Day following the commencement of trading of the 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an aggregate of approximately $103,610,000 of gross 40,450,000 net proceeds from the sale of the Firm Units Units, the Sponsor Warrants and the Private Placement Units (as defined in section 1.3.3)EBC Warrants, of which $101,000,000 40,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersShareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST&T”) substantially in the form annexed as an exhibit to the Registration Statement). The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and the term “Public StockholdersShareholders” means the holders of shares Ordinary Shares sold as part of Common Stock sold the Units in the Offering or acquired in the aftermarket, including any of the Respondents Insiders (as defined belowin Section 1.4.1 herein) to the extent they acquire such shares of Common Stock Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such sharesOrdinary Shares).. EarlyBirdCapital, Inc. ____________, 2012

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) third Business Day following the commencement of trading Effective Date of the Firm UnitsRegistration 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 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as called the “"Closing Date.” " Payment for the Firm Units shall be made on the Closing Date through at the facilities of Depository Trust Company (“DTC”) 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. The , payable as follows: $184,000,000 (or $7.36 per Unit) of the proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into in the trust account (the “Trust Account”) fund established by the Company for the benefit of the Public Stockholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 below"Trust Fund") and pursuant to the terms of an Investment Management Trust Agreement (the “"Trust Agreement”") between and the Company and American Stock Transfer & Trust Company, LLC (“AST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, expense allowances and actual expense payments or other fees payable pursuant to this Agreementfees) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of the DTC Depository Trust Company ("DTC") for the account of the RepresentativeUnderwriters). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “"Business Day” means " shall mean any day other than a Saturday, Sunday or other any day on which commercial national banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares)business.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day third business day following the commencement of trading effective date of the Firm UnitsRegistration 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as called the “Closing Date"CLOSING DATE.” " Payment for the Firm Units shall be made on the Closing Date through at the facilities of Depository Trust Company (“DTC”) 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. The , payable as follows: $______________ of the proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into in the trust account (the “Trust Account”) fund established by the Company for the benefit of the Public Stockholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 below"TRUST FUND") and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”"TRUST AGREEMENT") between and the Company and American Stock Transfer & Trust Company, LLC (“AST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to you of certificates (in form and substance reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (the "DTC")) for the account of the Representative)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) Business Days (defined below) 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 (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 for all the Firm Units. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

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 second (2nd) fourth Business Day (as defined below) following the commencement of trading effective date of the Firm Units, Registration Statement or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative MxXxxxxxx Will & Exxxx LLP (“MxXxxxxxx”) or at such other place as shall be agreed upon by the Representative 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 is referred to herein as the are called “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through at the facilities of Depository Trust Company (“DTC”) 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. The , payable as follows: $50,000,000 of the proceeds received by the Company for the Firm Units and the Placement Warrants (as defined in Section 1.3) shall receive an aggregate be deposited (or with respect to the $1,850,000 of approximately $103,610,000 of gross the proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 Warrants shall be have been deposited on or prior to the Closing Date into Date) in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Stockholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 below“Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST”) substantially in and the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative)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 (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery delivery, at least one (1) 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. As used herein, the term “Business Day” means shall mean any day other than a Saturday, a Sunday or other a legal holiday or a day on which commercial banks in New York, New York banking institutions or trust companies are authorized or required obligated by law to remain closed; provided, however, 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 close in New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares)City.

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 second (2nd) Business Day following the commencement of trading effective date (the “Effective Date”) of the Firm UnitsRegistration Statement (as hereinafter defined) (or the third Business Day following the Effective Date, if the Registration Statement is declared effective 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called the “Closing Date.” The closing of the payment of the purchase price for, and delivery of certificates representing, the shares of Common Stock and the Warrants underlying the Firm Units is referred to herein as the “Closing DateClosing.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Stockholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Stock Transfer & Trust Company, LLC (“AST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company funds upon delivery to you of certificates (in form and substance reasonably satisfactory to the RepresentativeUnderwriters) representing the shares of Common Stock and the Warrants underlying the Firm Units (or through the full fast transfer facilities of the DTC Depository Trust Company (the “DTC”)) for the account of the Representative)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) one Business Days (defined below) Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery delivery, at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day third business day following the commencement of trading of Effective Date (or the Firm Unitsfourth 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 Underwriters and the Company at the offices of the Representative Ladenburg or at such other place as shall be agreed upon by the Representative Underwriters 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 is referred to herein as are called the “"Closing Date.” " Payment for the Firm Units shall be made on the Closing Date through at the facilities of Depository Trust Company (“DTC”) Underwriters' election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds. The , payable as follows: $28,140,000 of the proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units (which amount includes funds for (i) the Deferred Underwriter Discount held in trust subject to Section 3.22 and (ii) the Private Placement Units (as defined deferred non-accountable expense allowance held in section 1.3.3), of which $101,000,000 trust subject to Section 3.10.2) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) fund established by the Company for the benefit of the Public Stockholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 below"Trust Fund") and pursuant to the terms of an Investment Management Trust Agreement (the “"Trust Agreement”") between and the Company and American Stock Transfer & Trust Company, LLC (“AST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid (subject to Section 3.12) to the order of the Company upon delivery to you of certificates (in form and substance reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of the DTC Depository Trust Company ("DTC")) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative Underwriters may request in writing at least two (2) Business Days (defined below) full business days prior to the Closing Date. The Company will permit the Representative Underwriters 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 the Firm Units except upon tender of payment by the Representative Underwriters for all the Firm Units. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

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 second (2nd) Business Day third business day following the commencement of trading effective date of the Firm UnitsRegistration 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the are called “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through at the facilities of Depository Trust Company (“DTC”) Representative’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. The , payable as follows: $56,450,000 of the proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into in the trust account established by the Company with Continental Stock Transfer & Trust Company (the “Trustee”) for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) established by the Company for the benefit of the Public Stockholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between ), of which $1,200,000 shall represent the Company Contingent Underwriting Discount, and American Stock Transfer & Trust Company, LLC (“AST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to you of certificates (in form and substance reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative)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) Business Days (defined below) 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 (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 for all the Firm Units. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the commencement of trading of the 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an aggregate of approximately $103,610,000 101,750,000 of gross net proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersShareholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The funds deposited in the Trust Account shall include an aggregate of $3,500,000 ($0.35 per Firm Unit), payable to the Underwriters as Deferred Underwriting Commission, in accordance with Section 1.5 hereof. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, 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 New York, The City of New York are generally are open for use by customers on such day, and the term “Public StockholdersShareholders” means the holders of shares of Common Stock Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Respondents Insiders (as defined in Section 1.3.1 below) to the extent they acquire such shares of Common Stock Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the commencement of trading of the 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an aggregate of approximately $103,610,000 of gross 100,750,000 net proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 100,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersShareholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, 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 New York, The City of New York are generally are open for use by customers on such day, and the term “Public StockholdersShareholders” means the holders of shares of Common Stock Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Respondents Insiders (as defined in Section 1.3.1 below) to the extent they acquire such shares of Common Stock Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the commencement of trading of the 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an aggregate of approximately $103,610,000 of gross 154,250,000 net proceeds from the sale of the Firm Units and the Private Placement Units Warrants (as defined in section 1.3.3), of which $101,000,000 153,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersShareholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, 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 New York, The City of New York are generally are open for use by customers on such day, and the term “Public StockholdersShareholders” means the holders of shares of Common Stock Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Respondents Insiders (as defined in Section 1.3.1 below) to the extent they acquire such shares of Common Stock Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day third business day following the commencement of trading Effective Date of the Firm UnitsRegistration 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through at the facilities of Depository Trust Company (“DTC”) 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. The , payable as follows: $92,800,000 of the proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into in the trust account (the “Trust Account”) fund established by the Company for the benefit of the Public Stockholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 below“Trust Fund”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between and the Company and American Stock Transfer & Trust Company, LLC (“AST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to you of certificates (in form and substance reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (the “DTC”)) for the account of the Representative)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) Business Days (defined below) 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 (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 for all the Firm Units. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the commencement of trading of the 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an aggregate $101,000,000 of approximately $103,610,000 of gross the net proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersShareholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, 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 New York, The City of New York are generally are open for use by customers on such day, and the term “Public StockholdersShareholders” means the holders of shares of Common Stock Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Respondents Insiders (as defined in Section 1.3.1 below) to the extent they acquire such shares of Common Stock Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second third (2nd3rd) Business Day following the commencement of trading of the 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an aggregate On the Closing Date, $150,000,000 of approximately $103,610,000 of gross the net proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 Section 1.4.2 herein) shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersShareholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means shall mean any day other than a Saturday, Sunday or other any day on which commercial national banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such daybusiness, and the term “Public StockholdersShareholders” means the holders of shares of Common Stock Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Respondents Insiders (as defined in Section 1.4.1 below) to the extent they acquire such shares of Common Stock Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day third business day following the commencement of trading effective date of the Firm UnitsRegistration 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as are called, collectively, the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through at the facilities of Depository Trust Company (“DTC”) 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. The Company shall receive an aggregate of approximately $103,610,000 of , payable as follows: the gross proceeds from the sale of received for the Firm Units sold in the Offering, less 6% of such proceeds attributable to the Underwriters’ discounts and the Private Placement Units (commissions as defined in section 1.3.3)described herein, of which $101,000,000 shall be deposited on the Closing Date into in the trust account (the “Trust Account”) fund established by the Company for the benefit of the Public Stockholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Fund”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between provided, however, that $1,150,00 of such proceeds, and the Company and American Stock Transfer & Trust Company, LLC (“AST&T”) substantially in the form annexed as an exhibit amount attributable to the Registration Statement. The remaining proceeds (less actual nonaccountable expense payments or other fees payable pursuant to this Agreement) allowance set forth in Section 3.7.2, shall be paid to the order of the Company upon delivery to you of certificates (in form and substance reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (the “DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing writing, such request to be made at least two (2) Business Days (defined below) 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 (1) full Business Day two business days 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” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

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 second (2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of Xxxxxxxx Xxxxxx, counsel to the Representative Underwriters (“GM”), or at such other place as shall be agreed upon by the Representative 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 is referred to herein as called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The , payable as follows: $250,000,000 of the proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and the Private sale of Placement Units (as defined in section 1.3.3), of which $101,000,000 Section 1.3.2) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersStockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below2.1.1) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST”) substantially in the form annexed as an exhibit to the Registration Statement). 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 the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative)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 (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery delivery, at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and 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 of the Respondents Sponsor (defined below) to the extent they acquire it acquires such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such sharesshares of Common Stock). “Business Day” means 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.a.m., New York time, on the second (2nd) fourth Business Day (as defined below) following the commencement of trading effective date of the Firm Units, Registration Statement or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP (“Xxxxxx Xxxxx”) or at such other place as shall be agreed upon by the Representative 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 is referred to herein as the are called “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through at the facilities of Depository Trust Company (“DTC”) 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. The , payable as follows: $59,150,000 of the proceeds received by the Company for the Firm Units and the Placement Warrants (as defined in Section 2.22.3 below), including $2,100,000 of the Deferred Fees (as defined in Section 1.1.3 below) shall receive an aggregate be deposited (or with respect to the $2,000,000 of approximately $103,610,000 of gross proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 Warrants shall be have been deposited on or prior to the Closing Date into date hereof) in the trust account (the “Trust Account”) Account established by the Company for the benefit of the Public Stockholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 below“Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST”) substantially in and the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative)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 (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery delivery, at least one (1) 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. As used herein, the term “Business Day” means shall mean any day other than a Saturday, a Sunday or other a legal holiday or a day on which commercial banks in New York, New York banking institutions or trust companies are authorized or required obligated by law to remain closed; provided, however, 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 close in New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares)City.

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 second (2nd) Business Day (as defined below) following the commencement of trading effective date (the “Effective Date”) of the Firm UnitsRegistration Statement (as defined in Section 2.1.1 below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., New York City time) or at such earlier other time as shall be agreed upon by the Representative and the Company Company, at the offices of Carmel, Xxxxxxx & Xxxx 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units Shares is referred to herein as called the “Closing Date.” Payment for the Firm Units Shares shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Stockholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Stock Transfer & Trust Company, LLC (“AST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units Shares (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative)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 (2) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units Shares for delivery delivery, at least one (1) full 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. As used herein, the The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or any other day on which commercial banks in The City of New York, New York 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, New York York, are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

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 second (2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of Lxxx & Loeb LLP, counsel to the Representative Underwriters (“Loeb”), or at such other place as shall be agreed upon by the Representative 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 is referred to herein as called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The , payable as follows: $61,200,000 of the proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and the Private sale of Placement Units (as defined in section 1.3.3), of which $101,000,000 Section 1.4.2) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersStockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below2.1.1) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST”) substantially in the form annexed as an exhibit to the Registration Statement). 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 the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative)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 (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery delivery, at least one (1) 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. As used herein, the term “Public Stockholders” means the holders of Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Initial Stockholders (defined below) to the extent such Initial Stockholders acquire such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, 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 New York, The City of New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

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 second (2nd) Business Day following the commencement of trading of the Firm UnitsUnits (as defined below), or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of Xxxxxxxx & Sterling LLP, counsel to the Representative Underwriters (“Shearman”), or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) of immediately available funds. The , payable as follows: $101,500,000 of the proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and the Private sale of Placement Units Warrants (as defined in section 1.3.3), of which $101,000,000 below) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersStockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC (“AST&TCST”) substantially in the form annexed as an exhibit to the Registration Statement). 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 the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative)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) one Business Days (defined below) Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery delivery, at least one (1) 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. As used herein, the term “Public Stockholders” means the holders of shares of Class A Common Stock sold as part of the Units (as defined below) in the Offering or acquired in the aftermarket, including the initial stockholders to the extent it acquires such shares of Class A Common Stock in the aftermarket (and solely with respect to such shares of Class A Common Stock). For purposes of this Agreement, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, the City of New York are authorized or required by law to remain closed; provided, however, 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 New York, the City of New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day third business day following the commencement of trading Effective Date of the Firm UnitsRegistration 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through at the facilities of Depository Trust Company (“DTC”) 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. The , payable as follows: $47,847,500 of the proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into in the trust account (the “Trust Account”) fund established by the Company for the benefit of the Public Stockholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 below“Trust Fund”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between and the Company and American Stock Transfer & Trust Company, LLC (“AST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to you of certificates (in form and substance reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (the “DTC”)) for the account of the Representative)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) Business Days (defined below) 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 (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 for all the Firm Units. As used herein, The Trust Fund shall also include $750,000 of gross proceeds (the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to PPM Fees”) from the sale of 93,750 units (the “stay at homePPM Shares”, “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 New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock Company’s executive officers and directors in a private placement immediately prior to the Offering or in the aftermarket (and solely with respect to such shares)Offering.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the commencement of trading of the 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an aggregate of approximately $103,610,000 of gross 76,400,000 net proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 75,750,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Stockholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents Insiders (as defined in Section 1.3.1 below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second third (2nd3rd) Business Day following the commencement of trading of the 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an aggregate of approximately $103,610,000 41,350,000 of gross net proceeds from the sale of the Firm Units and the Private Placement Units (each as defined in section 1.3.3below), of which $101,000,000 40,600,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersShareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST&T”) substantially in the form annexed as an exhibit to the Registration Statement). The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and the term “Public StockholdersShareholders” means the holders of shares Ordinary Shares sold as part of Common Stock sold the Units in the Offering or acquired in the aftermarket, including any of the Respondents Insiders (as defined belowin Section 1.4.1 herein) to the extent they acquire such shares of Common Stock Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such sharesOrdinary Shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the commencement of trading of the 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an aggregate of approximately $103,610,000 of gross 102,200,000 net proceeds from the sale of the Firm Units and the Private Placement Units Warrants (as defined in section 1.3.3Section 1.3.3 herein), of which $101,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersShareholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, 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 New York, The City of New York are generally are open for use by customers on such day, and the term “Public StockholdersShareholders” means the holders of shares of Common Stock Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Respondents Insiders (as defined in Section 1.4.1 below) to the extent they acquire such shares of Common Stock Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the commencement of trading of the 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an aggregate of approximately $103,610,000 of gross 151,350,000 net proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 150,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Stockholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Stock Transfer & Trust Company, LLC Company (“AST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents Insiders (as defined in Section 1.3.1 below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of one of the Representative or at such other place as shall be agreed upon by the Representative 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 is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an aggregate of approximately $103,610,000 of gross 154,750,000 net proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 153,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersShareholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, 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 New York, The City of New York are generally are open for use by customers on such day, and the term “Public StockholdersShareholders” means the holders of shares of Common Stock Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Respondents Insiders (as defined in Section 1.3.1 below) to the extent they acquire such shares of Common Stock Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares).

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 second third (2nd3rd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of the Representative Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“ML”) or at such other place as shall be agreed upon by the Representative 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 is referred to herein as called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through at the facilities of Depository Trust Company (“DTC”) Representative’s election by wire transfer in Federal (same day) funds. The , payable as follows: $40,600,000 of the proceeds received by the Company for the Firm Units, the Placement Investor Warrants (as defined in Section 1.3.2) and the Underwriter Warrants (as defined in Section 1.3.3) shall receive an aggregate be deposited (or with respect to the $2,250,000 of approximately $103,610,000 of gross proceeds from the sale of the Firm Units Placement Investor Warrants and the Private Placement Units (as defined in section 1.3.3), $200,000 of proceeds from the sale of the Underwriter Warrants which $101,000,000 shall be have been deposited on or prior to the Closing Date into Date) in the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersShareholders (as defined below) and the Underwriters, as described in the Registration Statement (as defined in Section 2.1.1 below“Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST”) substantially in the form annexed as an exhibit ), which amount includes $800,000 ($0.20 per Firm Unit), payable to the Registration StatementRepresentative as a Deferred Corporate Finance Fee (as defined below) subject to Section 1.1.3 hereof. The remaining proceeds (less commissions and actual expense payments or other fees payable pursuant to this Agreement) ), if any, shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”) for the account of the Representative)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 (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery delivery, at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and the term “Public StockholdersShareholders” means the holders of shares Ordinary Shares sold as part of Common Stock sold the Units in the Offering or acquired in the aftermarket, including any of Company shareholder prior to the Respondents (defined below) Offering to the extent they acquire such shares of Common Stock in the Offering or Ordinary Shares in the aftermarket (and solely with respect to such sharesOrdinary Shares). “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 second (2nd) Business Day following the commencement of trading of the 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an aggregate of approximately $103,610,000 of gross 154,350,000 net proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 153,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Stockholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Stock Transfer & Trust Company, LLC Company (“AST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents Insiders (as defined in Section 1.3.1 below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

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 second (2nd) fourth Business Day following the commencement of trading effective date of the Firm Units, Registration Statement 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 (“Underwriters’ Counsel”) or at such other place as shall be agreed upon by the Representative 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 is are referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through at the facilities of Depository Trust Company (“DTC”) 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. The , payable as follows: $33,710,000 of the proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and (including $1,080,000 of the Private Placement Units Deferred Fees (as defined in section 1.3.3Section 1.1.3), of which $101,000,000 ) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Stockholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 below“Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Co. (“AST&TContinental” or “Trustee”) substantially in and the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”) for the account of the Representative)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 (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day (as defined below) 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” means shall mean any day other than a Saturday, a Sunday or other a legal holiday or a day on which commercial banks in New York, New York banking institutions or trust companies are authorized or required obligated by law to remain closed; provided, however, 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 close in New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares)City.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the commencement of trading of the 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an An aggregate of approximately $103,610,000 50,000,000 of gross net proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersShareholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means shall mean any day other than a Saturday, Sunday or other any day on which commercial national banks in New York, New York are authorized or required by law to remain closednot open for business; provided, however, for clarification, commercial that a Business Day shall include any day during which such banks shall not be deemed to be are 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 New York, The City of New York are generally are open for use by customers on such day. As used herein, and the term “Public StockholdersShareholders” means the holders of shares of Common Stock Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Respondents Insiders (as defined in Section 1.3.1 below) to the extent they acquire such shares of Common Stock Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day third business day following the commencement of trading of the Firm Units, 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the are called “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through at the facilities of Depository Trust Company (“DTC”) 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. The Company shall receive an aggregate of approximately , payable as follows: $103,610,000 of gross proceeds from the sale 192,175,000 of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established proceeds received by the Company for the benefit of Firm Units shall be deposited in the Public Stockholders, as described trust fund established by the Company to the extent set forth in the Registration Statement for the benefit of the public stockholders (as defined in Section 2.1.1 below) and “Trust Fund”), pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between and the Company and American Stock Transfer & Trust Company, LLC (“AST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative)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) Business Days (defined below) 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 (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 for all the Firm Units. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the commencement of trading of the 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an An aggregate of approximately $103,610,000 61,200,000 of gross net proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersShareholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means shall mean any day other than a Saturday, Sunday or other any day on which commercial national banks in New York, New York are authorized or required by law to remain closednot open for business; provided, however, for clarification, commercial that a Business Day shall include any day during which such banks shall not be deemed to be are 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 New York, The City of New York are generally are open for use by customers on such day. As used herein, and the term “Public StockholdersShareholders” means the holders of shares of Common Stock Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Respondents Insiders (as defined in Section 1.3.1 below) to the extent they acquire such shares of Common Stock Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of the Representative or at such other place as shall be agreed upon by the Representative 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 is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an aggregate of approximately $103,610,000 of gross 51,350,000 net proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3)Warrants, of which $101,000,000 50,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Stockholders, as described in the Registration Statement (as defined in Section 2.1.1 below2.1.1) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, 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 New York, The City of New York are generally are open for use by customers on such day, ; and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents Insiders (as defined belowin Section 1.4.1) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the commencement of trading of the 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an aggregate of approximately $103,610,000 of gross 153,050,000 net proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 151,500,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Stockholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, 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 New York, The City of New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents Insiders (as defined in Section 1.3.1 below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

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 second (2nd) fourth Business Day (as defined below) following the commencement of trading effective date of the Firm Units, Registration Statement 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 (“EG&S”) or at such other place as shall be agreed upon by the Representative 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 the “Closing Time” and the date on which the Closing Time occurs is referred to herein as called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The , payable as follows: $ 40,000,000 of the proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the holders of shares of Common Stock included in the Units (as defined in Section 1.2.1) (such shares of Common Stock, the “Public Common Stock” and the holders of such Public Common Stock, the “Public Stockholders, ”) as described in the Registration Statement (as defined in Section 2.1.1 below“Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the ““ Trust AgreementAgreement ”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST”) substantially in and the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid (subject to Section 3.10 hereof) to the order of the Company upon delivery to you of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”) for the account of the Underwriters or, at the instruction of the Representative), by delivery of certificates in form and substance satisfactory to 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 (defined below) prior to the Closing Date. The If the Representative has instructed that certificates be delivered for the Firm Units, the Company will permit the Representative to examine and package the Firm Units for delivery delivery, at least one (1) 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. As used herein, the term “Business Day” means shall mean any day other than a Saturday, a Sunday or other a legal holiday or a day on which commercial banks in New York, New York banking institutions or trust companies are authorized or required obligated by law to remain closed; provided, however, 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 close in New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares)City.

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 second (2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of Xxxxxxxx Xxxxxx, counsel to the Representative Underwriters (“GM”), or at such other place as shall be agreed upon by the Representative 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 is referred to herein as called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The , payable as follows: $175,000,000 of the proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and the Private sale of Placement Units (as defined in section 1.3.3), of which $101,000,000 Section 1.3.2) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersStockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below2.1.1) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST”) substantially in the form annexed as an exhibit to the Registration Statement). 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 the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative)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 (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery delivery, at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and 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 of the Respondents Sponsor (defined below) to the extent they acquire it acquires such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such sharesshares of Common Stock). “Business Day” means 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.a.m., New York time, on the second (2nd) fourth Business Day (as defined below) following the commencement of trading effective date of the Firm Units, Registration Statement or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative Kxxxxx Xxxxx Xxxxxxxx & Fxxxxxx LLP (“Kxxxxx Lxxxx”) or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering public offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the are called “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through at the facilities of Depository Trust Company (“DTC”) 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. The , payable as follows: $35,640,000 of the proceeds received by the Company for the Firm Units and the Placement Warrants (as defined in Section 2.22.3 below), including $1,440,000 of the Deferred Fees (as defined in Section 1.1.3 below) shall receive an aggregate be deposited (or with respect to the $1,250,000 of approximately $103,610,000 of gross proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 Warrants shall be have been deposited on or prior to the Closing Date into Date) in the trust account (the “Trust Account”) Account established by the Company for the benefit of the Public Stockholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 below“Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST”) substantially in and the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative)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 (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery delivery, at least one (1) 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. As used herein, the term “Business Day” means shall mean any day other than a Saturday, a Sunday or other a legal holiday or a day on which commercial banks in New York, New York banking institutions or trust companies are authorized or required obligated by law to remain closed; provided, however, 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 close in New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares)City.

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 second (2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of Loeb & Loeb LLP, counsel to the Representative Underwriters (“Loeb”), or at such other place as shall be agreed upon by the Representative 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 is referred to herein as called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The , payable as follows: $150,000,000 of the proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and the Private sale of Placement Units Warrants (as defined in section 1.3.3), of which $101,000,000 Section 1.3.2) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersStockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below2.1.1) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST”) substantially in the form annexed as an exhibit to the Registration Statement). 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 the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative)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 (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery delivery, at least one (1) 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. 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 the Initial Stockholders (defined below) to the extent it acquires such shares of Common Stock in the aftermarket (and solely with respect to such shares of Common Stock). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, 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 New York, The City of New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day third business day following the commencement of trading Effective Date of the Firm UnitsRegistration 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as called the “Closing Date"CLOSING DATE.” " Payment for the Firm Units shall be made on the Closing Date through at the facilities of Depository Trust Company (“DTC”) 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. The , payable as follows: $57,600,000 ($7.20 per Firm Unit) of the proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into in the trust account (the “Trust Account”) fund established by the Company for the benefit of the Public Stockholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe "TRUST FUND") and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”"TRUST AGREEMENT") between and the Company and American Stock Transfer & Trust Company, LLC (“AST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreementfees) shall be paid to the order of the Company upon delivery to you of certificates (in form and substance reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (the "DTC") for the account of the Representative)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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative 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 the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Business Day” means "BUSINESS DAY" shall mean any day other than a Saturday, Sunday or other any day on which commercial national banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares)business.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the commencement of trading of the 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an An aggregate of approximately $103,610,000 51,500,000 of gross net proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersShareholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means shall mean any day other than a Saturday, Sunday or other any day on which commercial national banks in New York, New York are authorized or required by law to remain closednot open for business; provided, however, for clarification, commercial that a Business Day shall include any day during which such banks shall not be deemed to be are 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 New York, The City of New York are generally are open for use by customers on such day. As used herein, and the term “Public StockholdersShareholders” means the holders of shares of Common Stock Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Respondents Insiders (as defined in Section 1.3.1 below) to the extent they acquire such shares of Common Stock Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day third business day following the commencement of trading effective date of the Firm UnitsRegistration 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “are called "Closing Date.” " Payment for the Firm Units shall be made on the Closing Date through at the facilities of Depository Trust Company (“DTC”) 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. The , payable as follows: $15,300,000 of the proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into in the trust account (the “Trust Account”) fund established by the Company for the benefit of the Public Stockholders, Stockholders (as defined in Section 8.8) as described in the Registration Statement (as defined in Section 2.1.1 below"Trust Fund") and pursuant to the terms of an Investment Management Trust Agreement (the “"Trust Agreement”") between and the Company and American Stock Transfer & Trust Company, LLC (“AST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to you of certificates (in form and substance reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of the DTC Depository Trust Company ("DTC")) for the account of the Representative)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) Business Days (defined below) 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 (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 for all the Firm Units. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the commencement of trading of the 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an aggregate of approximately $103,610,000 of gross 75,725,000 net proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 75,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Stockholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents Insiders (as defined in Section 1.3.1 below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the commencement of trading of the 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an An aggregate of approximately $103,610,000 151,500,000 of gross net proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Stockholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, 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 New York, The City of New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents Insiders (as defined in Section 1.3.1 below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second third (2nd3rd) Business Day following the commencement of trading of the 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an aggregate of approximately $103,610,000 of gross 40,450,000 net proceeds from the sale of the Firm Units Units, the Sponsor Warrants and the Private Placement Units (as defined in section 1.3.3)EBC Warrants, of which $101,000,000 40,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersShareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST&T”) substantially in the form annexed as an exhibit to the Registration Statement). The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and the term “Public StockholdersShareholders” means the holders of shares Ordinary Shares sold as part of Common Stock sold the Units in the Offering or acquired in the aftermarket, including any of the Respondents Insiders (as defined belowin Section 1.4.1 herein) to the extent they acquire such shares of Common Stock Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such sharesOrdinary Shares).. EarlyBirdCapital, Inc. July 19, 2012 Page 3 of 45

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 second (2nd) fourth Business Day following the commencement of trading effective date of the Firm Units, Registration Statement 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 (“Underwriters’ Counsel”) or at such other place as shall be agreed upon by the Representative 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 is are referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through at the facilities of Depository Trust Company (“DTC”) 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. The , payable as follows: $22,630,000 of the proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and (including $960,000 of the Private Placement Units Deferred Fees (as defined in section 1.3.3Section 1.1.3), of which $101,000,000 ) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Stockholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 below“Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Co. (“AST&TContinental” or “Trustee”) substantially in and the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”) for the account of the Representative)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 (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day (as defined below) 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” means shall mean any day other than a Saturday, a Sunday or other a legal holiday or a day on which commercial banks in New York, New York banking institutions or trust companies are authorized or required obligated by law to remain closed; provided, however, 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 close in New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares)City.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative Representatives and the Company at the offices of either 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 is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an aggregate of approximately $103,610,000 of gross 151,250,000 net proceeds from the sale of the Firm Units and the Private Placement Units Warrants (as defined in section 1.3.3Section 1.3.2), of which $101,000,000 150,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Stockholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the RepresentativeRepresentatives) representing the Firm Units (or through the facilities of the DTC for the account of the RepresentativeRepresentatives). 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) Business Days (defined below) 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 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 “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, 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 New York, The City of New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents Insiders (as defined in Section 1.3.1 below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

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 second third (2nd3rd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative Underwriter and the Company Company, at the offices of Gxxxxxxx Mxxxxx, counsel to the Representative Underwriter (“GM”), or at such other place as shall be agreed upon by the Representative Underwriter 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 is referred to herein as called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The , payable as follows: $164,500,000 of the proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersStockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below“Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST”) substantially ). The Underwriter shall place an aggregate of $7,000,000 ($0.40 per Firm Unit), payable to Cantor Fxxxxxxxxx as Deferred Underwriting Commission, in accordance with Section 1.3 hereof, in the form annexed as an exhibit to the Registration StatementTrust 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 the Underwriter of certificates (in form and substance reasonably satisfactory to the RepresentativeUnderwriter) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative)Underwriter. 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 (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative Underwriter to examine and package the Firm Units for delivery at least one (1) 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 Underwriter for all the Firm Units. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and 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 Respondents Company prior to the Offering (defined beloweach an “Insider Stockholder” and together the “Insider Stockholders”) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such sharesshares 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.a.m., New York City time, on the second third (2nd3rd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of Freshfields Bruckhaus Dxxxxxxx US LLP, counsel to the Representative Underwriters (“Freshfields”), or at such other place as shall be agreed upon by the Representative 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 is referred to herein as called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The , payable as follows: $[●] of the proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersStockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below“Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST”) substantially ). The Representative shall also deposit in the form annexed Trust Account an aggregate of $9,000,000 ($0.30 per Firm Unit), payable to Cantor Fxxxxxxxxx as an exhibit to the Registration StatementDeferred Underwriting Commission, in accordance with Section 1.3 hereof. 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 the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative)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 (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and 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 Respondents Company prior to the Offering (defined beloweach an “Insider Stockholder” and together the “Insider Stockholders”) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such sharesshares 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.a.m., New York City time, on the second (2nd) fourth Business Day (as defined below) following the commencement of trading effective date of the Firm Units, Registration Statement or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative XxXxxxxxx Will & Xxxxx LLP (“XxXxxxxxx”) or at such other place as shall be agreed upon by the Representative 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 is are referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through at the facilities of Depository Trust Company (“DTC”) 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. The , payable as follows: $48,000,000 of the proceeds received by the Company for the Firm Units and the Placement Warrants (as defined in Section 2.22.4) and $1,500,000 of the Deferred Fees (as defined in Section 1.1.3) shall receive an aggregate be deposited (or with respect to the $2,800,000 of approximately $103,610,000 of gross the proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 Warrants shall be have been deposited on or prior to the Closing Date into date hereof) in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Stockholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 below“Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST”) substantially in and the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”) for the account of the Representative)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 (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery delivery, at least one (1) 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. As used herein, the term “Business Day” means shall mean any day other than a Saturday, a Sunday or other a legal holiday or a day on which commercial banks in New York, New York banking institutions or trust companies are authorized or required obligated by law to remain closed; provided, however, 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 close in New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares)City.

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 second (2nd) fourth Business Day (as defined below) following the commencement of trading effective date of the Firm Units, Registration Statement or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative XxXxxxxxx Will & Xxxxx LLP (“XxXxxxxxx”) or at such other place as shall be agreed upon by the Representative 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 is are referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through at the facilities of Depository Trust Company (“DTC”) 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. The , payable as follows: $[_______] of the proceeds received by the Company for the Firm Units and the Placement Warrants (as defined in Section 2.22.3 below), including $[_______] of the Deferred Fees (as defined in Section 1.1.3 below) shall receive an aggregate be deposited (or with respect to the $6,000,000 of approximately $103,610,000 of gross proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 Warrants shall be have been deposited on or prior to the Closing Date into Date) in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Stockholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 below“Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST”) substantially in and the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative)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 (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery delivery, at least one (1) 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. As used herein, the term “Business Day” means shall mean any day other than a Saturday, a Sunday or other a legal holiday or a day on which commercial banks in New York, New York banking institutions or trust companies are authorized or required obligated by law to remain closed; provided, however, 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 close in New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares)City.

Payment and Delivery. (1) Delivery and payment for the Firm Units shall be made at 10:00 A.M.9:30 a.m., New York City time, on the second (2nd) Business Day (as defined below) following the commencement of trading of the Firm UnitsUnits (as defined below), or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of Blank Rome LLP, counsel to the Representative Underwriters (“Blank Rome”), or at such other place as shall be agreed upon by the Representative and the CompanyCompany (including remotely by facsimile or other electronic transmission). 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 is referred to herein as called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The , payable as follows: $71,400,000 of the proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and the Private Placement Units Placements (as defined in section 1.3.3), of which $101,000,000 Section 1.4.2) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersStockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below2.1.1) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST”) substantially in the form annexed as an exhibit to the Registration Statement). 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 of certificates (in form and substance reasonably satisfactory to the Representative) representing Representative of the Firm Units (or in book-entry form through the facilities of the DTC Depository Trust Company (“DTC”) for the account of the Representative)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 (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. 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 the Sponsor (defined below) to the extent it acquires such shares of Common Stock in the aftermarket (and solely with respect to such shares of Common Stock). “Business Day” means any day other than a Saturday, Sunday a Sunday, or other a legal holiday or a day on which commercial banks in New York, New York banking institutions or trust companies are authorized or required obligated by law to remain closedclose in New York City; provided, however, for clarification, commercial banks banking institutions or trust companies shall not be deemed to be authorized or required obligated 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 New York, New York City are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day third business day following the commencement of trading of the Firm Units, 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through at the facilities of Depository Trust Company (“DTC”) 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. The Company shall receive an aggregate of approximately , payable as follows: $103,610,000 of gross proceeds from _______ ($_______ if the sale of the Firm Units and the Private Placement Units Over-allotment Option (as defined in section 1.3.3), Section 1.2) is exercised in full) of which $101,000,000 the proceeds received by the Company for the Firm Units shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Stockholderspublic shareholders and the Underwriters, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management a Trust Agreement (the “Trust Agreement”as defined in Section 2.27 hereof) between the Company and American Stock Transfer & Trust Company, LLC (“AST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) $______ shall be paid to the order of the Company upon delivery to you of certificates (in form and substance reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative)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) Business Days (defined below) 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 (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 for all the Firm Units. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment The Company shall deliver, or cause to be delivered, to the Representatives for the Firm Units accounts of the several Underwriters, through the facilities of The Depository Trust Company (“DTC”), certificates for the Initial Securities at the Time of Purchase, against the irrevocable release of a wire transfer of immediately available funds to the order of the Company for the amount of the Purchase Price therefor, with any transfer taxes payable in connection with such delivery of Initial Securities duly paid by the Company. The certificates for the Securities shall be definitive global certificates in book-entry form for clearance through DTC. Delivery of certificates for the Initial Securities shall be made at 10:00 A.M.the offices of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (“Pillsbury”), New York time0000 Xxxxxxxx, on the second Xxx Xxxx, Xxx Xxxx 00000-0000 (2nd) Business Day following the commencement or such other place or places of trading of the Firm Units, or at such earlier time delivery as shall be agreed upon by the Representative Company and the Representatives) at 10:00 a.m., New York City time, on September 26, 2018 (or such other time and date as the Company and the Representatives shall agree), unless postponed in accordance with the provisions of Section 8 hereof. The day and time at which payment and delivery for the Securities (without regard to any Option Securities) are to be made is herein called the “Time of Purchase”. In addition, in the event that the Underwriters have exercised their Option to purchase any or all of the Option Securities, payment of the purchase price for, and delivery of, such Option Securities shall be made on the relevant Date of Option Delivery as specified in the notice from the Representatives to the Company at the offices of the Representative place described above 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 is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Stockholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Stock Transfer & Trust Company, LLC (“AST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

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 second (2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of Xxxxxxxx Xxxxxx, counsel to the Representative Underwriters (“GM”), or at such other place as shall be agreed upon by the Representative 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 is referred to herein as called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The , payable as follows: $450,000,000 of the proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and the Private sale of Placement Units (as defined in section 1.3.3), of which $101,000,000 Section 1.3.2) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersStockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below2.1.1) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST”) substantially in the form annexed as an exhibit to the Registration Statement). 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 the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative)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 (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery delivery, at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and 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 of the Respondents Sponsor (defined below) to the extent they acquire it acquires such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such sharesshares of Common Stock). “Business Day” means 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 second (2nd) Business Day following the commencement of trading of the 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an aggregate of approximately $103,610,000 of gross 126,255,000 net proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 125,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Stockholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, 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 New York, The City of New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents Insiders (as defined in Section 1.3.1 below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

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 second (2nd) Business Day following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of Ellenoff Xxxxxxxx & 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The , payable as follows: the $171,500,000 proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and the Private Placement Units (as defined in section 1.3.3)Units, of which $101,000,000 shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersStockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below“Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST”) substantially ), as trustee (in such capacity, the form annexed as an exhibit “Trustee”). Such payment shall be made upon delivery to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. In addition to the Underwriters’ payments with respect to the Firm Units, additional payments shall be made in accordance with this Agreement on or prior to the Closing Date by wire transfer in Federal (same day) funds, as follows: $6,500,000 ($5,250,000 of which shall be deposited in the Trust Account) of the proceeds received by the Company from the Unit Private Placement. 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 (defined below) 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 delivery, at least one (1) 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. 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 the Sponsor (as defined below) to the extent it acquires such shares of Common Stock in the aftermarket (and solely with respect to such shares of Common Stock). “Business Day” means shall mean any day other than Saturday, Sunday or other day on which commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, 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 New York, The City of New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

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 second third (2nd3rd) Business Day (as defined below) following the commencement of trading of the Firm Units, Units or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“ML”) or at such other place as shall be agreed upon by the Representative 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 is referred to herein as called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through at the facilities of Depository Trust Company (“DTC”) Representative’s election by wire transfer in Federal (same day) funds. The , payable as follows: $45,225,000 of the proceeds received by the Company for the Firm Units and the Placement Warrants (as defined in Section 1.3.2) shall receive an aggregate be deposited (or with respect to the $2,250,000 of approximately $103,610,000 of gross the proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 Warrants shall be have been deposited on or prior to the Closing Date into Date) in the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersShareholders (as defined below) and the Underwriters, as described in the Registration Statement (as defined in Section 2.1.1 below“Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST”) substantially in the form annexed as an exhibit ), which amount includes $900,000 ($0.20 per Firm Unit), payable to the Registration StatementRepresentative as a Deferred Corporate Finance Fee (as defined below) subject to Section 1.1.3 hereof. The remaining proceeds (less commissions and actual expense payments or other fees payable pursuant to this Agreement) ), if any, shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”) for the account of the Representative)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 (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery delivery, at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and the term “Public StockholdersShareholders” means the holders of shares Ordinary Shares sold as part of Common Stock sold the Units in the Offering or acquired in the aftermarket, including any of Company shareholder prior to the Respondents (defined below) Offering to the extent they acquire such shares of Common Stock in the Offering or Ordinary Shares in the aftermarket (and solely with respect to such sharesOrdinary Shares). “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 second (2nd) Business Day following the commencement of trading of the 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an aggregate of approximately $103,610,000 of gross 110,600,000 net proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.31.3.2), of which $101,000,000 110,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Stockholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, 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 New York, The City of New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents Insiders (as defined in Section 1.4.1 below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day third business day following the commencement date of trading this Agreement (or the fourth business day following the date of the Firm Unitsthis Agreement, if this Agreement is executed 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as are called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through at the facilities of Depository Trust Company (“DTC”) Representative’s election by wire transfer in immediately available Federal (same day) funds. The Company shall receive an funds of $145,125,000, representing the aggregate of approximately $103,610,000 of gross proceeds from the sale of purchase price for the Firm Units and based on the Private Placement Initial Purchase Price, payable as follows: $144,125,000 of the proceeds received by the Company for the Firm Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Stockholders, public stockholders as described in the Registration Statement ($5,625,000 of which is deposited in respect of the Deferred Compensation (as defined below)) and $1,000,000, less the amount owed by the Company to the Representative for all accountable expenses owed thereto incident to the performance of the obligations of the Company under this Agreement as set forth in Section 2.1.1 below) and pursuant 3.8 hereof, to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Stock Transfer & Trust Companyextent such accountable expenses have not previously been paid, LLC (“AST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon to a bank account established by the Company, against delivery to you of certificates (in form and substance reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”) for the account of the RepresentativeUnderwriters). 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) Business Days (defined below) 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 (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 for all the Firm Units. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

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 second (2nd) Business Day following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of Ellenoff Xxxxxxxx & 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The , payable as follows: the $245,000,000 proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and the Private Placement Units (as defined in section 1.3.3)Units, of which $101,000,000 shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersStockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below“Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST”) substantially ), as trustee (in such capacity, the form annexed as an exhibit “Trustee”). Such payment shall be made upon delivery to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. In addition to the Underwriters’ payments with respect to the Firm Units, additional payments shall be made in accordance with this Agreement on or prior to the Closing Date by wire transfer in Federal (same day) funds, as follows: $7,000,000 ($5,000,000 of which shall be deposited in the Trust Account) of the proceeds received by the Company from the Unit Private Placement. 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 (defined below) 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 delivery, at least one (1) 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. 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 the Sponsor (as defined below) to the extent it acquires such shares of Common Stock in the aftermarket (and solely with respect to such shares of Common Stock). “Business Day” means shall mean any day other than Saturday, Sunday or other day on which commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, 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 New York, The City of New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the commencement of trading of the 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an aggregate of approximately $103,610,000 of gross 120,900,000 net proceeds from the sale of the Firm Units and the Private Placement Units Warrants (as defined in section 1.3.3Section 1.4.2 herein), of which $101,000,000 120,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Stockholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, 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 New York, The City of New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents Insiders (as defined in Section 1.4.1 below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).. EarlyBirdCapital, Inc. January 8, 2021

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day (as defined below) following the commencement of trading of the Firm UnitsUnits at the offices of the Representative, or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at and/or such other place as shall be agreed upon by the Representative 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 is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive On the Closing Date, an aggregate of approximately $103,610,000 125,000,000 of gross the net proceeds from the sale of the Firm Units, Private Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 Warrants shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersStockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below2.1.1below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other expenses and fees payable pursuant to this Agreement) shall be paid to the order of the Company on the Closing Date upon delivery of certificates representing the Firm Units (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means any day other than a Saturday, Sunday Sunday, or other any day on which commercial national banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such daybusiness, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (as defined in Section 2.14 below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

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 second (2nd) Business Day third business day following the commencement of trading of Effective Date (or the Firm Unitsfourth 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 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through at the facilities of Depository Trust Company (“DTC”) Underwriter’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. The , payable as follows: $114,660,000 of the proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into in the trust account (the “Trust Account”) 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 (as defined in Section 2.1.1 below“Trust Fund”) and pursuant to the terms of an Investment Management the Trust Agreement (as defined below in Section 2.22) and the “Trust Agreement”) between the Company and American Stock Transfer & Trust Company, LLC (“AST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Underwriter of certificates (in form and substance reasonably satisfactory to the RepresentativeUnderwriter) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative)Underwriter. 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 (2) Business Days (defined below) full business days prior to the Closing Date. The Company will permit the Representative Underwriter 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 the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).the

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the commencement of trading of the 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an aggregate of approximately $103,610,000 of gross 100,600,000 net proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.31.3.2), of which $101,000,000 100,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Stockholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, 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 New York, The City of New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents Insiders (as defined in Section 1.4.1 below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).. EarlyBirdCapital, Inc. ________, 2020

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 second (2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of Loeb & Loeb LLP, counsel to the Representative Underwriters (“Loeb”), or at such other place as shall be agreed upon by the Representative 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 is referred to herein as called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an aggregate of approximately $103,610,000 of gross 282,560,000 net proceeds from the sale of the Firm Units and the Private Placement Units Warrants (as defined in section 1.3.3), Section 1.4.2) of which $101,000,000 279,125,000 shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersStockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below2.1.1) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST”) substantially in the form annexed as an exhibit to the Registration Statement). 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 the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative)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 (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery delivery, at least one (1) 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. 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 the Initial Stockholders (defined below) to the extent it acquires such shares of Common Stock in the aftermarket (and solely with respect to such shares of Common Stock). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, 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 New York, The City of New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the commencement of trading of the 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an aggregate of approximately $103,610,000 of gross 150,900,000 net proceeds from the sale of the Firm Units and the Private Placement Units Warrants (as defined in section 1.3.3Section 1.4.2 herein), of which $101,000,000 150,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Stockholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, 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 New York, The City of New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents Insiders (as defined in Section 1.4.1 below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).. EarlyBirdCapital, Inc. February 8, 2021

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 second (2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of Nxxxxx Xxxxxxx Xxxxx & Sxxxxxxxxxx LLP, counsel to the Representative (“Nxxxxx Xxxxxxx”), or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative 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 is referred to herein as called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The , payable as follows: $50,250,000 of the proceeds received by the Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of for the Firm Units and the sale of Private Placement Units (as defined in section 1.3.3), of which $101,000,000 Section 1.4.2) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersShareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below2.1.1) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST”) substantially ). The funds deposited in the form annexed as Trust Account shall include an exhibit aggregate of $1,000,000 ($0.20 per Firm Unit), payable to the Registration StatementUnderwriters as Deferred Underwriting Commission, in accordance with Section 1.3. The remaining proceeds (less commissions and actual expense payments or other fees payable pursuant to this Underwriting Agreement (this “Agreement) ”)), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC The Depository Trust Company (“DTC”)) for the account of the Representative)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 (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery delivery, at least one (1) 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. As used herein, the term “Public Shareholders” means the holders of Class A Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket (the “Public Shares”), including the Initial Shareholders (defined below) to the extent such Initial Shareholders acquire such Class A Ordinary Shares in the aftermarket (and solely with respect to such Class A Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, 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 New York, The City of New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

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 second Business Day (2ndas hereinafter defined) following the effective date (the “Effective Date”) of the Registration Statement (as hereinafter defined) (or the third Business Day following the commencement of trading of Effective Date, if the Firm Units, Registration Statement is declared effective 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units 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 DateClosing.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an aggregate of approximately $103,610,000 of gross proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Stockholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Stock Transfer & Trust Company, LLC (“AST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company funds upon delivery to you of certificates (in form and substance reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the full fast transfer facilities of the DTC Depository Trust Company (the “DTC”)) for the account of the Representative)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) one Business Days (defined below) Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery delivery, at least one (1) 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. As used hereinNotwithstanding any provision of this Underwriting Agreement to the contrary, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, Firm Units and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents Option Securities (defined below) to the extent they acquire ), if any, shall be in book-entry form in such shares of Common Stock denominations and registered in the Offering name of “Cede & Co.”, as the nominee of The Depository Trust Company, or such other names as the Representative may request in the aftermarket (and solely with respect to such shares)writing.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of one of the Representative or at such other place as shall be agreed upon by the Representative 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 is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an aggregate of approximately $103,610,000 of gross 152,650,000 net proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 151,500,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersShareholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, 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 New York, The City of New York are generally are open for use by customers on such day, and the term “Public StockholdersShareholders” means the holders of shares of Common Stock Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Respondents Insiders (as defined in Section 1.3.1 below) to the extent they acquire such shares of Common Stock Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business Day following the commencement of trading of the 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an aggregate of approximately $103,610,000 of gross 154,300,000 net proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.31.3.2), of which $101,000,000 150,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Stockholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, 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 New York, The City of New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents Insiders (as defined in Section 1.4.1 below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).. EarlyBirdCapital, Inc.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second third (2nd3rd) Business Day following the commencement of trading of the 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 closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. The Company shall receive an aggregate of approximately $103,610,000 52,900,000 of gross proceeds from the sale of the Firm Units Units, the Insider Warrants and the Private Placement Units EBC Warrants (each as defined in section 1.3.3below), of which $101,000,000 50,500,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public StockholdersShareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST&T”) substantially in the form annexed as an exhibit to the Registration Statement). The remaining proceeds (less commissions and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). 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) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one (1) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, 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 New York, New York are generally are open for use by customers on such day, and the term “Public StockholdersShareholders” means the holders of shares Ordinary Shares sold as part of Common Stock sold the Units in the Offering or acquired in the aftermarket, including any of the Respondents Insiders (as defined belowin Section 1.4.1 herein) to the extent they acquire such shares of Common Stock Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such sharesOrdinary Shares).. EarlyBirdCapital, Inc. ____________, 2012

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 second (2nd) fourth Business Day (as defined below) following the commencement of trading effective date of the Firm Units, Registration Statement or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative XxXxxxxxx Will & Xxxxx LLP (“XxXxxxxxx”) or at such other place as shall be agreed upon by the Representative 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 is are referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through at the facilities of Depository Trust Company (“DTC”) 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. The , payable as follows: $101,500,000 of the proceeds received by the Company for the Firm Units and the Placement Warrants (as defined in Section 2.22.3 below), including $5,000,000 of the Deferred Fees (as defined in Section 1.1.3 below) shall receive an aggregate be deposited (or with respect to the $4,200,000 of approximately $103,610,000 of gross proceeds from the sale of the Firm Units and the Private Placement Units (as defined in section 1.3.3), of which $101,000,000 Warrants shall be have been deposited on or prior to the Closing Date into Date) in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Stockholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 below“Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and American Continental Stock Transfer & Trust Company, LLC Company (“AST&TCST”) substantially in and the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of the DTC Depository Trust Company (“DTC”)) for the account of the Representative)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 (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery delivery, at least one (1) 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. As used herein, the term “Business Day” means shall mean any day other than a Saturday, a Sunday or other a legal holiday or a day on which commercial banks in New York, New York banking institutions or trust companies are authorized or required obligated by law to remain closed; provided, however, 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 close in New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares)City.