Common use of Payment and Delivery Clause in Contracts

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or at such other place as shall be agreed upon by the Representatives and the Company. The closing of the public 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 at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The 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 the Representatives of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the 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 Representatives for all of the Firm Units.

Payment and Delivery. Delivery and by the Trust of the Firm Shares (the "Firm Shares Closing") to the Representatives for the accounts of the Underwriters against payment of the purchase price by wire transfer of Federal Funds or similar same day funds to the Trust for the Firm Units shall be made by 1:00 P.M.Shares, will take place at the offices of PaineWebber Incorporated (the "Managing Representative"), 1285 Avenue of the Americas, New York, New York or such other location as is agreed upon by the parties hereto, or through the facilities of the Depository Trust Company or another mutually agreeable facility, at 9:00 a.m., New York City time, on the second (2nd) Business Day third business day following the Effective Date date of the Registration Statement (or the third (3rd) Business Day following the Effective Datethis Underwriting Agreement, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time on such other date, not later than ten business days after the date of this Underwriting Agreement, as shall may be agreed upon by the Representatives Trust and the Company Managing Representative (the "Firm Shares Closing Date"). If and to the extent that the Option is exercised, delivery of the Option Shares and payment by the Underwriters (in the manner specified above) will take place at the offices of or through the Representatives or at such other place as shall be agreed upon by the Representatives and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment facilities specified above for the Firm Units is referred Shares Closing at the time and date (which may be the Firm Shares Closing Date) specified in the Option Shares Notice. Any Option Shares Closing Date may not be later than three business days following the exercise of the related Option. The Firm Shares Closing Date and any Option Shares Closing Date are called the "Closing Dates." Certificates evidencing Shares of Beneficial Interest will be in definitive form (or temporary form acceptable to herein the New York Stock Exchange), registered in such names and in such denominations as the “Managing Representative requests at least three full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the Option as described in Section 1(b), and will be made available to the Managing Representative for checking and packaging, at a place in New York City designated by the Managing Representative, at least one full business day before the relevant Closing Date.” Payment . 4 Simultaneous with delivery to the Underwriters of and payment by the Underwriters for (i) Firm Shares on the Firm Units shall be made Shares Closing Date and (ii) Option Shares on the Option Shares Closing Date at Date, Eatox Xxxxx (xx an affiliate as determined by Eatox Xxxxx) xxll pay to the Representatives’ election Underwriters an amount equal to 4.50% of the purchase price per Share for each Share to be purchased by the Underwriters on such date by wire transfer in of Federal (same day) Funds or similar same-day funds on such Firm Shares Closing Date or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000Option Shares Closing Date, or $10.00 per Firm Unitas the case may be, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The 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 the Representatives Managing Representative, on behalf of certificates (in form itself and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the 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 Representatives for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 a.m., New York City time, on the second (2nd) Business Day (as defined below) following the Effective Date commencement of trading of the Registration Statement (or the third (3rd) Business Day following the Effective DateUnits, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company Company, at the offices of Loeb & Loeb LLP, counsel to the Representatives Underwriters (“Loeb”), or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. , payable as follows: $85,000,000, or $10.00 per Firm Unit, 102,000,000 of the proceeds received by the Company for the Firm Units and from the Private sale of Placement Units (as defined in Section 1.31.4.2) shall be deposited in the trust account (“Trust Account”) established by the Company for the benefit of the public stockholders Public Stockholders (as defined below), as described in the Registration Statement (the “Trust Account”as defined in Section 2.1.1) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company (“CST”). The funds deposited in the Trust Account shall include an aggregate of $3,500,000 ($0.35 per Firm Unit), payable to the Underwriters as Deferred Underwriting Commission, in accordance with Section 1.3 hereof. The remaining proceeds (less commissions, expense allowance 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 Representatives Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) full Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of 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 such Initial Stockholders acquire 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 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 The City of New York are generally are open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 at the Representatives’ 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. $85,000,00050,000,000 ($57,500,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.5) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company. Such amount includes an aggregate of up to $1,750,000 (or up to $2,012,500 if the Over-allotment Option is exercised in full), or $0.35 per Unit, payable to Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The 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 the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units Securities shall be made by 1:00 P.M.at 10:00 a.m., New York City time, on the second (2nd) Business Day following the effective date (the “Effective Date Date”) of the Registration Statement (as defined in Section 2.1.1 below) (or the third (3rd) Business Day following the Effective Date, Date if the Registration Statement is declared effective on or after 4:00 p.m., p.m. New York City time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company Company, at the offices of Lucosky Bxxxxxxx LLP, counsel to the Representatives Underwriters, or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 Securities is referred to herein as called the “Closing Date.” ”. Payment for the Firm Units Securities shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The 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 the Representatives Representative of the certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Firm Units Securities (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units Securities 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 Representatives Representative for all of the Firm UnitsSecurities. The term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, 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 generally are open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 at the Representatives’ 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. $85,000,00040,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The 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 the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units Shares shall be made by 1:00 P.M.at 10:00 a.m., New York Eastern time, on the second (2nd) Business Day (as defined below) following the effective date (the “Effective Date Date”) of the Registration Statement (as defined in Section 2.1.1 below) (or the third (3rd) Business Day following the Effective Date, Date if the Registration Statement is declared effective on or after 4:00 4:01 p.m., New York Eastern time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company Company, at the offices of Carmel, Xxxxxxx & Xxxx LLP, 00 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, counsel to the Representatives Underwriters, or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 Shares is referred to herein as called the “Closing Date.” Payment for the Firm Units Shares shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The 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 the Representatives Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Firm Units Shares (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units Shares shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) full Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm UnitsShares. 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 are authorized or required by law to remain closed; provided, however, that, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units Shares shall be made by 1:00 P.M.no later than 10:00 a.m., New York Eastern time, on the second (2nd) Business Day (as defined below) following the effective date (the “Effective Date Date”) of the Registration Statement (as defined in Section 2.1.1 below) (or the third (3rd) Business Day following the Effective Date, Date if the Registration Statement is declared effective on or after 4:00 4:01 p.m., New York Eastern time) or at such earlier other time as shall be agreed upon by the Representatives Representative and the Company Company, at the offices of Carmel, Mxxxxxx & Fxxx LLP, counsel to the Representatives Underwriters (“Underwriters Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 Shares is referred to herein as called the “Closing Date.” Payment for the Firm Units Shares shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The 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 the Representatives Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Firm Units Shares (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units Shares shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm UnitsShares. 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, 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, are generally are open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or at such other place as shall be agreed upon by the Representatives and the Company. The closing of the public 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 at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,00076,500,000, or $10.00 10.20 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The 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 the Representatives of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the 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 Representatives for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 at the Representatives’ 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. $85,000,000100,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The 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 the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day (as defined below) following the Effective Date commencement of trading of the Registration Statement (or Firm Units at the third (3rd) Business Day following offices of the Effective DateRepresentative, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time and/or such other place as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement 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 at through the Representatives’ election facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. On the Closing Date, an aggregate of $85,000,000, or $10.00 per Firm Unit, 100,000,000 of the net proceeds received by from the Company for sale of the Firm Units and from the Private Placement (as defined in Section 1.3) Warrants shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the public stockholders Public Stockholders (as defined below), as described in the Registration Statement (the “Trust Account”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 Continental Stock Transfer & Trust Company (“CST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, expense allowance actual expenses and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company on the Closing Date upon delivery to the Representatives of certificates representing the Firm Units (in form and substance reasonably satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) DTC for the account of the UnderwritersRepresentative. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units. As used herein, the term “Business Day” means any day other than a Saturday, Sunday, or any day on which national banks in New York, New York are not open for business; provided, however, for clarification, that a Business Day shall include any day during which such banks 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 The City of New York are generally are open for use by customers on such day. As used herein, the term “Public Stockholders” means the holders 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 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 by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) third Business Day following the effective date (the “Effective Date Date”) of the Registration Statement (or the third (3rd) fourth Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 4:30 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which the major stock exchanges in New York, New York are not open for business. The closing of the public 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 Securities is called the “Closing Date.” The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Securities is referred to herein as the “Closing DateClosing.” Payment for the Firm Units Securities shall be made on the Closing Date at the Representatives’ 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. $85,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). 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 the Representatives you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units Securities (or through the full fast transfer facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) two Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units Securities 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 Representatives Representative for all of the Firm UnitsSecurities.

Payment and Delivery. Delivery and payment for the Firm Units Shares shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) third Business Day following the effective date (the “Effective Date Date”) of the Registration Statement (as defined in Section 2.1.1 hereof) (or the third (3rd) fourth Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 4:30 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 Shares is referred to herein as called the “Closing Date.” Payment for the Firm Units Shares shall be made on the Closing Date at the Representatives’ 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. $85,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). 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 the Representatives you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units Shares (or through the facilities of The the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units Shares shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) two Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm UnitsShares. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date commencement of trading of the Registration Statement (or the third (3rd) Business Day following the Effective DateFirm Units, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement 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 at through the Representatives’ election facilities of Depository Trust Company (“DTC”) 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 $85,000,000, or $10.00 per Firm Unit, 151,095,000 of net proceeds from the proceeds received by the Company for sale of the Firm Units and from the Private Placement Shares (as defined in Section 1.3) section 1.3.3), of which $150,000,000 shall be deposited in on the Closing Date into 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 (the “Trust Account”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 Continental Stock Transfer & Trust Company (“CST&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 Agreement) shall be paid to the order of the Company upon delivery to the Representatives of certificates (in form and substance reasonably satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) the DTC for the account of the UnderwritersRepresentative). The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days (defined below) prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of 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 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 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 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 by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 at the Representatives’ 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. $85,000,000101,000,000 ($116,150,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.10 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement investment management trust agreement (the “Trust Agreement”)) by and between the Company and Continental Stock Transfer & Trust Company. The 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 the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units Securities shall be made by 1:00 P.M.at 10:00 a.m., New York Eastern time, on the second (2nd) Business Day following the effective date (the “Effective Date Date”) of the Registration Statement (as defined below) (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York 4:30 p.m. (Eastern time)) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Ellenoff Xxxxxxxx & Schole LLP at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 Securities is called the “Closing Date.” The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Securities is referred to herein as the “Closing DateClosing.” Payment for the Firm Units Securities shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The 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 the Representatives you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units Securities (or through the full fast transfer facilities of The the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) two Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units Securities 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 Representatives Representative for all of the Firm UnitsSecurities.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day (as defined below) following the Effective Date commencement of trading of the Registration Statement (or Firm Units at the third (3rd) Business Day following offices of the Effective DateRepresentative, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time and/or such other place as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement 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 at through the Representatives’ election facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. On the Closing Date, an aggregate of $85,000,000, or 101,000,000 ($10.00 per Firm Unit, 116,150,000 if the Over-Allotment Option is exercised in full) of the net proceeds received by from the Company for sale of the Firm Units and from the Private Placement (as defined in Section 1.3) Warrants shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the public stockholders Public Stockholders (as defined below), as described in the Registration Statement (the “Trust Account”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 Continental Stock Transfer & Trust Company (“CST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, expense allowance actual expenses and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company on the Closing Date upon delivery to the Representatives of certificates representing the Firm Units (in form and substance reasonably satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) DTC for the account of the UnderwritersRepresentative. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units. As used herein, the term “Business Day” means any day other than a Saturday, Sunday, or any day on which national banks in New York, New York are not open for business, and the term “Public Stockholders” means the holders 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 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 by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 at the Representatives’ 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. $85,000,00040,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The 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 the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units Shares shall be made by 1:00 P.M.at 10:00 a.m., New York City time, on the second (2nd) Business Day (as defined below) following the effective date (the “Effective Date Date”) of the Registration Statement (as defined in Section 2.1.1 below) (or the third (3rd) Business Day following the Effective Date, Date if the Registration Statement is declared effective on or after 4:00 4:01 p.m., New York City time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company Company, at the offices of Lucosky Bxxxxxxx LLP, counsel to the Representatives Underwriters, or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 Shares is referred to herein as called the “Closing Date.” Payment for the Firm Units Shares shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The 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 the Representatives Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Firm Units Shares (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units Shares shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) full Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm UnitsShares. 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 are authorized or required by law to remain closed; provided, however, that, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units and the Pre-Funded Units shall be made by 1:00 P.M.at 10:00 a.m., New York time, on the second (2nd) Business Day following the effective date (the “Effective Date Date”) of the Registration Statement (as hereinafter defined) (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., 4:30 p.m. New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 and the Pre-Funded 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 Firm Units (the “Firm Shares”), the Pre-Funded Warrants underlying the Pre-Funded Units and the Warrants underlying the Firm Units and the Pre-Funded Units (the “Firm Warrants”) is referred to herein as the “Closing DateClosing.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The 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 the Representatives Underwriters of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares, the Pre-Funded Warrants and the Firm Warrants underlying the Firm Units and/or the Pre-Funded Units (or through the full fast transfer facilities of The the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units Shares, the Pre-Funded Warrants and the Firm Warrants shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units and the Pre-Funded 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 and/or the Pre-Funded Units except upon tender of payment by the Representatives Representative for all the Firm Units and all of the Firm Pre-Funded Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or at such other place as shall be agreed upon by the Representatives and the Company. The closing of the public 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 at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,00060,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The 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 the Representatives of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the 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 Representatives for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M., New York time, on the second (2nd) Business Day trading day following the Effective Date of the Registration Statement (or the third (3rd) Business Day trading day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or at such other place as shall be agreed upon by the Representatives and the Company. The closing of the public 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 at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,00076,500,000, or $10.00 10.20 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The 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 the Representatives of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least one (1) Business Day trading day prior to the Closing Date. The Company will permit the Representatives to examine and package the Firm Units for delivery at least one (1) full Business Day trading 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 Representatives for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 at the Representatives’ 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. $85,000,00075,000,000 ($86,250,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement investment management trust agreement (the “Trust Agreement”)) by and between the Company and Continental Stock Transfer & Trust Company. The 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 the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units Shares shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day (as defined below) following the Effective Date commencement of trading of the Registration Statement (or Firm Shares at the third (3rd) Business Day following offices of the Effective DateRepresentatives, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or at and/or such other place as shall be agreed upon by the Representatives and the Company. The closing of the public offering contemplated by this Agreement 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 the “Closing Date.” Payment for the Firm Units Shares shall be made on the Closing Date at through the Representatives’ election facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. On the Closing Date, an aggregate of $85,000,000, or $10.00 per Firm Unit, 75,000,000 of the net proceeds received from the sale of the Firm Shares and from Private Warrants (as defined below) simultaneously being separately sold to the Sponsor by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the public stockholders Public Stockholders (as defined below), as described in the Registration Statement (the “Trust Account”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 Continental Stock Transfer & Trust Company (“CST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, expense allowance actual expenses and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company on the Closing Date upon delivery to the Representatives of certificates representing the Firm Shares (in form and substance reasonably satisfactory to the UnderwritersRepresentatives) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) DTC for the account of the UnderwritersRepresentatives. The Firm Units Shares shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives to examine and package the Firm Units Shares 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 Shares except upon tender of payment by the Representatives for all the Firm Shares. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York City 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 City are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Firm UnitsRespondents (as defined in Section 2.14 below) to the extent they acquire such 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 by 1:00 P.M.at 10:00 a.m., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 at the Representatives’ 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. $85,000,00085,000,000 ($97,750,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Firm Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The 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 the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 a.m., New York time, on the second (2nd) fourth Business Day (as defined below) following the Effective Date effective date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Ellenoff Grossman & Schole LLP ("EGS") or at such other place as shall be agreed upon agrexx xxxx by the Representatives Representative and the Company. The closing of the public 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 “are called "Closing Date.” " Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative's election by wire transfer in Federal federal (same day) funds or by certified or bank cashier’s 's check(s) in New York Clearing House funds. , payable as follows: $85,000,000, or $10.00 per Firm Unit, 34,200,000 of the proceeds received by the Company for the Firm Units and from the Private Placement Warrants (as defined in Section 1.32.22.3 below) and $720,000 of the Deferred Fees ( as defined in Section 1.1.3 below) shall be deposited (or with respect to the $1,080,000 of proceeds from the sale of the Placement Warrants shall have been deposited on or prior to the date hereof) in the trust account fund established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “"Trust Account”Fund") pursuant to the terms of an Investment Management Trust Agreement (the “"Trust Agreement”). The ") between the Company and American Stock Transfer & Trust Company ("AST") and the remaining proceeds (less commissions, expense allowance and 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 the Representatives you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“"DTC”")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) two full Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units. "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 by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day (as defined below) following the Effective Date commencement of trading of the Registration Statement (or Firm Units at the third (3rd) Business Day following offices of the Effective DateRepresentative, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or at and/or such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement 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 at through the Representatives’ election facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. On the Closing Date, an aggregate of $85,000,000, or $10.00 per Firm Unit, 225,000,000 of the net proceeds received by from the Company for sale of the Firm Units and from the Private Placement (as defined in Section 1.3) Warrants shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the public stockholders Public Stockholders (as defined below), as described in the Registration Statement (the “Trust Account”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 Continental Stock Transfer & Trust Company (“CST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, expense allowance actual expenses and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company on the Closing Date upon delivery to the Representatives of certificates representing the Firm Units (in form and substance reasonably satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) DTC for the account of the UnderwritersRepresentative. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units. As used herein, the term “Business Day” means any day other than a Saturday, Sunday, or any day on which national banks in New York, New York are not open for business, and the term “Public Stockholders” means the holders 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 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 by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day (as defined below) following the Effective Date commencement of trading of the Registration Statement (or Firm Units at the third (3rd) Business Day following offices of the Effective DateRepresentatives, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time and/or such other place as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement 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 at through the Representatives’ election facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. On the Closing Date, an aggregate of $85,000,000, or $10.00 per Firm Unit, 75,750,000 of the net proceeds received by from the Company for sale of the Firm Units and from the Private Placement (as defined in Section 1.3) Warrants shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the public stockholders Public Stockholders (as defined below), as described in the Registration Statement (the “Trust Account”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 Continental Stock Transfer & Trust Company (“CST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, expense allowance actual expenses and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company on the Closing Date upon delivery to the Representatives of certificates representing the Firm Units (in form and substance reasonably satisfactory to the UnderwritersRepresentatives) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) DTC for the account of the UnderwritersRepresentatives. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the 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 Representatives Representative for all of 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 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 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 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 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 by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 at the Representatives’ 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. $85,000,00050,500,000 ($58,075,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”)) by and between the Company and Continental Stock Transfer & Trust Company. The proceeds (less commissions, expense allowance commissions and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units Shares and Warrants shall be made by 1:00 P.M.at 10:00 a.m., New York time, on the second (2nd) third Business Day following the effective date (the “Effective Date Date”) of the Registration Statement (or the third (3rd) fourth Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 4:30 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 Shares and Warrants is called the “Closing Date.” The closing of the payment of the purchase price for, and delivery of certificates representing, the Shares and Warrants is referred to herein as the “Closing DateClosing.” Payment for the Firm Units Shares and Warrants shall be made on the Closing Date at the Representatives’ 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. $85,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). 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 the Representatives you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units Shares and Warrants (or through the full fast transfer facilities of The the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units Shares and Warrants shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) two Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units Shares and 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 Shares and Warrants except upon tender of payment by the Representatives Representative for all of the Firm UnitsShares and Warrants.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day Day) following the Effective Date commencement of trading of the Registration Statement (or Firm Units at the third (3rd) Business Day following offices of the Effective DateRepresentative, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time and/or such other place as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement 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 at through the Representatives’ election facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,00040,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.5) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and American Stock Transfer & Trust Company, LLC. Such amount includes an aggregate of up to $1,200,000 (or up to $1,380,000 if the Over-allotment Option is exercised in full), or $0.30 per Unit, payable to Chardan as Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The 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 on the Closing Date upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“the DTC”)) for the account of the UnderwritersRepresentative. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units. As used herein, the term “Business Day” shall mean and day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 at the Representatives’ 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. $85,000,000100,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The 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 the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units Shares and Firm Warrants shall be made by 1:00 P.M.at 10:00 a.m., New York time, on the second (2nd) third Business Day following the effective date (the “Effective Date Date”) of the Registration Statement (as hereinafter defined) (or the third (3rd) fourth Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., 4:30 p.m. New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 Shares and Firm Warrants is called the “Closing Date.” The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares and Firm Warrants is referred to herein as the “Closing DateClosing.” Payment for the Firm Units Shares and Firm Warrants shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The 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 the Representatives you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units Shares and Firm Warrants (or through the full fast transfer facilities of The the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units Shares and Firm Warrants shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) two Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units Shares and 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 Shares and Firm Warrants except upon tender of payment by the Representatives Representative for all of the Firm UnitsSecurities.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day (as defined below) following the Effective Date commencement of trading of the Registration Statement (or Firm Units at the third (3rd) Business Day following offices of the Effective DateRepresentative, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time and/or such other place as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement 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 at through the Representatives’ election facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. On the Closing Date, an aggregate of $85,000,000, or $10.00 per Firm Unit, 175,000,000 of the net proceeds received by from the Company for sale of the Firm Units and from the Private Placement (as defined in Section 1.3) Units shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the public stockholders Public Stockholders (as defined below), as described in the Registration Statement (the “Trust Account”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 Continental Stock Transfer & Trust Company (“CST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, expense allowance actual expenses and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company on the Closing Date upon delivery to the Representatives of certificates representing the Firm Units (in form and substance reasonably satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) DTC for the account of the UnderwritersRepresentative. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units. As used herein, the term “Business Day” means any day other than a Saturday, Sunday, or any day on which national banks in New York, New York are not open for business, and the term “Public Stockholders” means the holders 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 Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and by the Fund of the Firm Shares (the "Firm Shares Closing") to the Representatives for the accounts of the Underwriters against payment of the purchase price by wire transfer of Federal Funds or similar same day funds to the Fund for the Firm Units shall be made by 1:00 P.M.Shares, will take place at the offices of PaineWebber Incorporated (the "Managing Representative"), 1285 Avenue of the Americas, New York, New York or such other location as is agreed upon by the parties hereto, or through the facilities of the Depository Trust Company or another mutually agreeable facility, at 9:00 a.m., New York City time, on the second (2nd) Business Day third business day following the Effective Date date of the Registration Statement (or the third (3rd) Business Day following the Effective Datethis Underwriting Agreement, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time on such other date, not later than ten business days after the date of this Underwriting Agreement, as shall may be agreed upon by the Representatives Fund and the Company Managing Representative (the "Firm Shares Closing Date"). If and to the extent that the Option is exercised, delivery of the Option Shares and payment by the Underwriters (in the manner specified above) will take place at the offices of the Representatives or at such other place as shall be agreed upon by the Representatives and the Company. The closing of the public 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 at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The 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 the Representatives of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) specified above for the account Firm Shares Closing at the time and date (which may be the Firm Shares Closing Date) specified in the Option Shares Notice. Any Option Shares Closing Date may not be later than three business days following the exercise of the Underwritersrelated Option. The Firm Units shall Shares Closing Date and any Option Shares Closing Date are called the "Closing Dates." Certificates evidencing Shares of Beneficial Interest will be in definitive form (or temporary form acceptable to the New York Stock Exchange), registered in such name or names and in such authorized denominations as the Representatives may request Managing Representative requests at least three full business days before the Firm Shares Closing Date or, in writing the case of Option Shares, on the day of notice of exercise of the Option as described in Section 1(b), and will be made available to the Managing Representative for checking and packaging, at a place in New York City designated by the Managing Representative, at least one (1) Business Day prior to full business day before the relevant Closing Date. The Company will permit the 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 Representatives for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units Shares and the Firm Warrants shall be made by 1:00 P.M.at 10:00 a.m., New York time, on the second (2nd) Business Day following the effective date (the “Effective Date Date”) of the Registration Statement (as hereinafter defined) (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., 4:30 p.m. New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 Shares and Firm Warrants is called the “Closing Date.” The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares and Firm Warrants is referred to herein as the “Closing DateClosing.” Payment for the Firm Units Shares and Firm Warrants shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The 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 the Representatives you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units Shares and Firm Warrants (or through the full fast transfer facilities of The the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units Shares and Firm Warrants shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units Shares and 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 Shares and Firm Warrants except upon tender of payment by the Representatives Representative for all of the Firm UnitsShares and Firm Warrants.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day (as defined below) following the Effective Date commencement of trading of the Registration Statement (or Firm Units at the third (3rd) Business Day following the Effective Dateoffices of Nomura, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or at and/or such other place as shall be agreed upon by the Representatives and the Company. The closing of the public offering contemplated by this Agreement 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 at through the Representatives’ election facilities of The Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. On the Closing Date, an aggregate of $85,000,000, or $10.00 per Firm Unit, 202,000,000 of the net proceeds received by from the Company for sale of the Firm Units and from the Private Placement (as defined in Section 1.3) Units shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the public stockholders Public Stockholders (as defined below), as described in the Registration Statement (the “Trust Account”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 Continental Stock Transfer & Trust Company (“CST&T”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, expense allowance actual expenses and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company on the Closing Date upon delivery to the Representatives of certificates representing the Firm Units (in form and substance reasonably satisfactory to the UnderwritersRepresentatives) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) DTC for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the 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 Representatives for all of the Firm Units. As used herein, the term “Business Day” means any day other than a Saturday, Sunday, or any day on which national banks in New York, New York are not open for business, and the term “Public Stockholders” means the holders 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 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 by 1:00 P.M.at or after 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date effective date of the Registration Statement (the “Effective Date”) (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 at the Representatives’ 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. $85,000,000200,000,000 ($230,000,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement investment management trust agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company. Such amount includes an aggregate of up to $7,000,000 (or up to $8,050,000 if the Over-allotment Option is exercised in full), or $0.35 per Unit, payable to Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The 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 the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 at the Representatives’ 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. $85,000,000101,000,000 ($116,150,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.10 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement investment management trust agreement (the “Trust Agreement”)) by and between the Company and Continental Stock Transfer & Trust Company. The 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 the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 at the Representatives’ 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. $85,000,000100,000,000 ($115,000,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement investment management trust agreement (the “Trust Agreement”)) by and between the Company and Continental Stock Transfer & Trust Company. The 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 the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 at the Representatives’ 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. $85,000,000151,500,000 ($174,225,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.10 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement investment management trust agreement (the “Trust Agreement”)) by and between the Company and Continental Stock Transfer & Trust Company. The 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 the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 at the Representatives’ 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. $85,000,00080,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The 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 the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 at the Representatives’ 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. $85,000,000200,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The 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 the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 a.m., New York City time, on the second (2nd) fourth Business Day (as defined below) following the Effective Date effective date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives MxXxxxxxx Will & Exxxx LLP (“ MxXxxxxxx”) or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 “are called “ Closing DateDate .” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. , payable as follows: $85,000,000, or $10.00 per Firm Unit, 34,830,000 of the proceeds received by the Company for the Firm Units and from the Private Placement Warrants (as defined in Section 1.32.22.4) and $720,000 of the Deferred Fees (as defined in Section 1.1.3) shall be deposited (or with respect to the $2,500,000 of the proceeds from the sale of the Placement Warrants shall have been deposited on or prior to the date hereof) in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the ““ Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the ““ Trust Agreement”). The ) between the Company and Continental Stock Transfer & Trust Company (“ CST”) and the remaining proceeds (less commissions, expense allowance and 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 the Representatives you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (““ DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) two full Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units. “ 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 by 1:00 P.M.at 10:00 a.m., New York City time, on the second (2nd) fourth Business Day (as defined below) following the effective date (“Effective Date Date”) of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives MxXxxxxxx Will & Exxxx LLP (“MxXxxxxxx”) or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 called the “Closing Time” and the date on which the Closing Time occurs is called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. , payable as follows: $85,000,000, or $10.00 per Firm Unit, 38,000,000.00 of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders 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 (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The ) between the Company and Continental Stock Transfer & Trust Company (“CST”) and the remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid (subject to Section 4.10 hereof) to the order of the Company upon delivery to the Representatives you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters 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 Representatives Representative may request in writing at least one (1) two full Business Day Days prior to the Closing Date. The If the Representative has instructed that certificates be delivered for the Firm Units, the Company will permit the Representatives 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 Representatives Representative for all of the Firm Units. “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 by 1:00 P.M.at 10:00 a.m., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 at the Representatives’ 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. $85,000,000101,000,000 ($116,150,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.10 per Firm Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The 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 the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day fourth business day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) date or at such earlier time as shall be agreed upon by the Representatives Underwriter and the Company at the offices of the Representatives Underwriter or at such other place as shall be agreed upon by the Representatives Underwriter and the Company. The closing of the public 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 “are called "Closing Date.” " Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Underwriter's election by wire transfer in Federal (same day) funds or by certified or bank cashier’s 's check(s) in New York Clearing House funds. , payable as follows: $85,000,000, or $10.00 per Firm Unit, 18,110,000 of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account fund established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “"Trust Account”Fund") pursuant to the terms of an Investment Management Trust Agreement (the “"Trust Agreement”). The ") and the remaining proceeds (less commissions, expense allowance and 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 Representatives you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“"DTC”")) for the account of the UnderwritersUnderwriter. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Underwriter may request in writing at least one (1) Business Day two full business days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Underwriter for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day (as defined below) following the Effective Date commencement of trading of the Registration Statement (or Firm Units at the third (3rd) Business Day following offices of the Effective DateRepresentative, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time and/or such other place as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement 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 at through the Representatives’ election facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. On the Closing Date, an aggregate of $85,000,000, or $10.00 per Firm Unit, 200,000,000 of the net proceeds received by from the Company for sale of the Firm Units and from the Private Placement (as defined in Section 1.3) Units shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the public stockholders Public Stockholders (as defined below), as described in the Registration Statement (the “Trust Account”as defined in Section 2.1.1below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”)) between the Company and Continental Stock Transfer & Trust Company (“CST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, expense allowance actual expenses and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company on the Closing Date upon delivery to the Representatives of certificates representing the Firm Units (in form and substance reasonably satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) DTC for the account of the UnderwritersRepresentative. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of 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 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 The City of New York are generally are open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units Shares shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) third Business Day following the effective date (the “Effective Date Date”) of the Registration Statement (or the third (3rd) fourth Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. “Business Day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. The closing of the public 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 Shares is referred to herein as the “Closing Date.” The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” Payment for the Firm Units Shares shall be made on the Closing Date at the Representatives’ 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. $85,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). 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 the Representatives of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units Shares (or through the full fast transfer facilities of The the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units Shares shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) two Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm UnitsShares.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 a.m., New York City time, on the second (2nd) Business Day (as defined below) following the Effective Date commencement of trading of the Registration Statement (or the third (3rd) Business Day following the Effective DateUnits, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company Company, at the offices of Ellenoff Xxxxxxxx & Schole LLP, counsel to the Representatives Underwriters (“EG&S”), or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. , payable as follows: $85,000,000, or $10.00 per Firm Unit, 175,000,000 of the proceeds received by the Company for the Firm Units and from the Private Placement Warrants (as defined in Section 1.31.4.2) shall be deposited in the trust account (the “Trust Account”) established by the Company for the benefit of the public stockholders Public Shareholders (as defined below), as described in the Registration Statement (the “Trust Account”as defined in Section 2.1.1) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company (“CST”). The proceeds (less commissions, expense allowance commissions and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) full Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units. As used herein, the term “Public Shareholders” means the holders of Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Initial Shareholders (as defined below) to the extent any Initial Shareholders acquire such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary 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 by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day (as defined below) following the Effective Date commencement of trading of the Registration Statement (or Firm Units at the third (3rd) Business Day following offices of the Effective DateRepresentative, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time and/or such other place as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement 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 at through the Representatives’ election facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. On the Closing Date, an aggregate of $85,000,000, or $10.00 per Firm Unit, 130,000,000 of the net proceeds received by from the Company for sale of the Firm Units and from the Private Placement (as defined in Section 1.3) Units shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the public stockholders Public Stockholders (as defined below), as described in the Registration Statement (the “Trust Account”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 Continental Stock Transfer & Trust Company (“CST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, expense allowance actual expenses and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company on the Closing Date upon delivery to the Representatives of certificates representing the Firm Units (in form and substance reasonably satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) DTC for the account of the UnderwritersRepresentative. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units. As used herein, the term “Business Day” means any day other than a Saturday, Sunday, or any day on which national banks in New York, New York are not open for business, and the term “Public Stockholders” means the holders 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 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 by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 at the Representatives’ 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. $85,000,000101,500,000 ($116,725,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.15 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement investment management trust agreement (the “Trust Agreement”)) by and between the Company and Continental Stock Transfer & Trust Company. The 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 the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units Shares shall be made by 1:00 P.M.at 10:00 a.m., New York Eastern time, on the second (2nd) Business Day (as defined below) following the effective date (the “Effective Date Date”) of the Registration Statement (as defined in Section 2.1.1 below) (or the third (3rd) Business Day following the Effective Date, Date if the Registration Statement is declared effective on or after 4:00 4:01 p.m., New York Eastern time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company Company, at the offices of Lucosky Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxxxx, XX 00000, counsel to the Representatives Underwriters, or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 Shares is referred to herein as called the “Closing Date.” Payment for the Firm Units Shares shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The 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 the Representatives Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Firm Units Shares (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units Shares shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) full Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm UnitsShares. 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 are authorized or required by law to remain closed; provided, however, that, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of date that the Registration Statement (as defined below) is declared effective (the “Effective Date”) (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Maxim or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 at the Representatives’ 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. $85,000,00080,000,000 ($92,000,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 per Firm Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement Placements (as defined in Section 1.31.5) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). Such amount includes an aggregate of $2,000,000 ($2,300,000 if the Over-allotment Option is exercised in full), or $0.25 per unit, payable to Maxim as a Deferred Underwriting Commission in accordance with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The 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 the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 a.m., New York time, on the second (2nd) fourth Business Day (as defined below) following the Effective Date effective date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Ellenoff Grossman & Schole LLP ("EGS") or at such other place as shall be agreed upon agrexx xxxx by the Representatives Representative and the Company. The closing of the public 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 “are called "Closing Date.” " Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative's election by wire transfer in Federal federal (same day) funds or by certified or bank cashier’s 's check(s) in New York Clearing House funds. , payable as follows: $85,000,000, or $10.00 per Firm Unit, 33,480,000 of the proceeds received by the Company for the Firm Units and from the Private Placement Warrants (as defined in Section 1.32.22.3 below) and $720,000 of the Deferred Fees ( as defined in Section 1.1.3 below) shall be deposited (or with respect to the $1,080,000 of proceeds from the sale of the Placement Warrants shall have been deposited on or prior to the date hereof) in the trust account fund established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “"Trust Account”Fund") pursuant to the terms of an Investment Management Trust Agreement (the “"Trust Agreement”). The ") between the Company and American Stock Transfer & Trust Company ("AST") and the remaining proceeds (less commissions, expense allowance and 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 the Representatives you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“"DTC”")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) two full Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units. "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 by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 at the Representatives’ 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. $85,000,000150,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The 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 the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 a.m., New York time, on the second (2nd) fourth Business Day (as defined below) following the Effective Date effective date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP ("Xxxxxx Xxxxx") or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 “are called "Closing Date.” " Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative's election by wire transfer in Federal federal (same day) funds or by certified or bank cashier’s 's check(s) in New York Clearing House funds. , payable as follows: $85,000,000, or $10.00 per Firm Unit, 35,280,000 of the proceeds received by the Company for the Firm Units and from the Private Placement Warrants (as defined in Section 1.32.22.3 below), including $1,080,000 of the Deferred Fees (as defined in Section 1.1.3 below) shall be deposited (or with respect to the $1,250,000 of proceeds from the sale of the Placement Warrants shall have been deposited on or prior to the Closing Date) in the trust account Trust Account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “"Trust Account”") pursuant to the terms of an Investment Management Trust Agreement (the “"Trust Agreement”). The ") between the Company and Continental Stock Transfer & Trust Company ("CST") and the remaining proceeds (less commissions, expense allowance and 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 the Representatives you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“"DTC”")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) two full Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units. "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 by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 at the Representatives’ 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. $85,000,00050,000,000 ($57,500,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”)) by and between the Company and Continental Stock Transfer & Trust Company. The proceeds (less commissions, expense allowance commissions and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 at the Representatives’ 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. $85,000,00050,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from a portion of the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The amount of the Private Placement to be deposited into the Trust Account shall be limited to such amount necessary to achieve $10.00 per Unit (including any Option Units) in the Trust Account. The 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 the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day (as defined below) following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., p.m. New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 at the Representatives’ 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. $85,000,000100,000,000 ($115,000,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company. Such amount includes an aggregate of up to $3,500,000 (or up to $4,025,000 if the Over-allotment Option is exercised in full), or $0.35 per Unit, payable to Chardan as a Deferred Underwriting Commission (as defined in Section 1.3) in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The 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 the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 at the Representatives’ 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. $85,000,000101,500,000, or $10.00 10.15 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The Subject to Section 1.3 hereof, the 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 the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 a.m., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 at the Representatives’ 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. $85,000,000151,500,000 ($174,225,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.10 per Firm Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The 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 the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 at the Representatives’ 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. $85,000,00070,000,000 ($80,500,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Firm Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The 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 the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day (as defined below) following the Effective Date commencement of trading of the Registration Statement (or Firm Units at the third (3rd) Business Day following offices of the Effective DateRepresentatives, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time and/or such other place as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement 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 at through the Representatives’ election facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. On the Closing Date, an aggregate of $85,000,000, or $10.00 per Firm Unit, 125,000,000 of the net proceeds received by from the Company for sale of the Firm Units and from the Private Placement (as defined in Section 1.3) Warrants shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the public stockholders Public Stockholders (as defined below), as described in the Registration Statement (the “Trust Account”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 Continental Stock Transfer & Trust Company (“CST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, expense allowance actual expenses and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company on the Closing Date upon delivery to the Representatives of certificates representing the Firm Units (in form and substance reasonably satisfactory to the UnderwritersRepresentatives) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) DTC for the account of the UnderwritersRepresentatives. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the 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 Representatives Representative for all of 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 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 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 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 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 by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day third business day following the Effective Date of the Registration Statement (or the third (3rd) Business Day fourth business day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 4:30 p.m., New York time) or at such earlier time as shall be agreed upon by the Co-Representatives and the Company at the offices of one of the Co-Representatives or at such other place as shall be agreed upon by the Co-Representatives and the Company. The closing of the public 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 Dateare called "CLOSING DATE.” " Payment for the Firm Units shall be made on the Closing Date at the Co-Representatives’ ' election by wire transfer in Federal (same day) funds or by certified or bank cashier’s 's check(s) in New York Clearing House funds. , payable as follows: $85,000,000, or $10.00 per Firm Unit, ____________ of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account fund established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”"TRUST FUND") pursuant to the terms of an Investment Management Trust Agreement ("TRUST AGREEMENT") and the “Trust Agreement”). The remaining proceeds (less commissions, expense allowance and 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 Representatives you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“"DTC”")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Co-Representatives may request in writing at least one (1) Business Day two full business days prior to the Closing Date. The Company will permit the Co-Representatives to examine and package the Firm Units for delivery at least one (1) full Business Day business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Co-Representatives for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 at the Representatives’ 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. $85,000,00076,875,000, or $10.00 10.25 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The 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 the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day (as defined below) following the Effective Date commencement of trading of the Registration Statement (or Firm Units at the third (3rd) Business Day following offices of the Effective DateRepresentative, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time and/or such other place as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement 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 at through the Representatives’ election facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. On the Closing Date, an aggregate of $85,000,000, or $10.00 per Firm Unit, 130,000,000 of the net proceeds received by from the Company for sale of the Firm Units and from the Private Placement (as defined in Section 1.3) Warrants shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the public stockholders Public Stockholders (as defined below), as described in the Registration Statement (the “Trust Account”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 Continental Stock Transfer & Trust Company (“CST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, expense allowance actual expenses and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company on the Closing Date upon delivery to the Representatives of certificates representing the Firm Units (in form and substance reasonably satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) DTC for the account of the UnderwritersRepresentative. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units. As used herein, the term “Business Day” means any day other than a Saturday, Sunday, or any day on which national banks in New York, New York are not open for business, and the term “Public Stockholders” means the holders 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 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 by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Datecommencement of trading of the Firm Units, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement 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 at through the Representatives’ election facilities of Depository Trust Company (“DTC”) 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 $85,000,00052,900,000 of proceeds from the sale of the Firm Units, or $10.00 per Firm Unitthe Insider Warrants and the Representative’s Second Purchase Option (each as defined below), of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) which $50,500,000 shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the public stockholders Public Shareholders (as defined below), as described in the Registration Statement (the “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company (“CST&T”). The remaining proceeds (less commissions, expense allowance commissions and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives of certificates (in form and substance reasonably satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) the DTC for the account of the UnderwritersRepresentative). The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units.. As used herein, the term “Public Shareholders” means the holders of Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including any of the Insiders (as defined in Section 1.4.1 herein) to the extent they acquire such Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such Ordinary Shares). EarlyBirdCapital, Inc. ____________, 2012

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second third (2nd3rd) Business Day following the effective date (the “Effective Date Date”) of the Registration Statement (as defined in Section 2.1.1 below) (or the third fourth (3rd4th) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 4:30 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives and the Company at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Representatives or at Underwriter (“Mintz Levxx”) ox xx such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representatives and the Company. The closing of the public 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 at the Representatives’ 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. $85,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The proceeds of the Offering (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 the Representatives of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least one two (12) Business Day prior to the Closing Date. The Company will permit the Representatives to examine and package the Firm Units for delivery at least one (1) full Business Day 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 Representatives for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 at the Representatives’ 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. $85,000,000200,000,000 ($230,000,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement investment management trust agreement (the “Trust Agreement”)) by and between the Company and Continental Stock Transfer & Trust Company. The 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 the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 a.m., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 at the Representatives’ 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. $85,000,00060,000,000 ($69,000,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Firm Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The 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 the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 a.m., New York City time, on the second (2nd) third Business Day following the Effective Date of the Registration Statement (or the third (3rd) fourth Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 4:30 p.m., New York City time) or at such earlier time as shall be agreed upon by the Representatives and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement 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 at the Representatives’ 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. $85,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The 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 the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“the "DTC”")) for the account of the Underwriters. The Company shall deposit $40,000,000 ($45,760,000 plus the initial $300,000 of interest earned on the Trust Fund (as hereinafter defined) if the Over-allotment Option is exercised in full), or $10.00 per Unit, of the proceeds received by it for the Firm Units and the Private Placement (as defined in Section 1.4 hereof) in the trust account established by it for the benefit of the public stockholders and the Representative as described in the Registration Statement (the "Trust Fund") pursuant to the terms of an Investment Management Trust Agreement (the "Trust Agreement"), which amount includes $800,000 ($0.20 per Firm Unit) or up to $920,000 if the Over-allotment Option is exercised in full, payable to the Representative as contingent compensation upon consummation of a Business Combination. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) two Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day (as defined below) following the Effective Date commencement of trading of the Registration Statement (or Firm Units at the third (3rd) Business Day following offices of the Effective DateRepresentative, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time and/or such other place as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement 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 at through the Representatives’ election facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. On the Closing Date, an aggregate of $85,000,000, or $10.00 per Firm Unit, 210,000,000 of the net proceeds received by from the Company for sale of the Firm Units and from the Private Placement (as defined in Section 1.3) Units shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the public stockholders Public Stockholders (as defined below), as described in the Registration Statement (the “Trust Account”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 Continental Stock Transfer & Trust Company (“CST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, expense allowance actual expenses and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company on the Closing Date upon delivery to the Representatives of certificates representing the Firm Units (in form and substance reasonably satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) DTC for the account of the UnderwritersRepresentative. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units. As used herein, the term “Business Day” means any day other than a Saturday, Sunday, or any day on which national banks in New York, New York are not open for business, and the term “Public Stockholders” means the holders 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 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 by 1:00 P.M.10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 at the Representatives’ 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. $85,000,000202,000,000, or $10.00 10.10 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management the Trust Agreement (the “Trust Agreement”as defined in Section 2.25). The proceeds (less commissions, expense allowance and actual expense payments or other fees payable by the Company pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the UnderwritersUnderwriters or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the representative) representing the Firm Units. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least not less than one (1) Business Day prior to the Closing Date. The Company will permit the 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units Securities shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day (as defined below) following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., p.m. New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 Securities is referred to herein as the “Closing Date.” Payment for the Firm Units Securities shall be made on the Closing Date at the Representatives’ 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. $85,000,000125,000,000 ($143,750,000 if the Over-allotment Option is exercised in full), or $10.00 per Firm UnitSecurity and Option Security, of the proceeds received by the Company for the Firm Units Securities and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company. Such amount includes an aggregate of up to $4,375,000 (or up to $5,031,250 if the Over-allotment Option is exercised in full), or $0.35 per Firm Security and Option Security, payable to SVB Leerink LLC as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, this Agreement, to be placed by the Underwriter in the Trust Account. The 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 the Representatives Representative of certificates (in form and substance satisfactory to the UnderwritersUnderwriter) representing the Firm Units Securities (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the UnderwritersUnderwriter. The Firm Units Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units Securities 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 Representatives Representative for all of the Firm UnitsSecurities. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York Boca Raton time, on the second (2nd) Business Day fourth business day following the Effective Date effective date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives and the Company at the offices of the Representatives DJS or at such other place as shall be agreed upon by the Representatives and the Company. The closing of the public 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 “are called "Closing Date.” " Payment for the Firm Units shall be made on the Closing Date at the Representatives’ ' election by wire transfer in Federal (same day) funds or by certified or bank cashier’s 's check(s) in New York Clearing House funds. , payable as follows: $85,000,000, or $10.00 per Firm Unit, __________ of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account fund established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “"Trust Account”Fund") pursuant to the terms of an Investment Management Trust Agreement (the “"Trust Agreement”). The ") and the remaining proceeds (less commissions, expense allowance and 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 Representatives of certificates (in form and substance satisfactory to the UnderwritersRepresentatives) representing the Firm Units (or through the facilities of The the Depository Trust Company (“"DTC”")) for the account of the Underwriters. In addition, a total of $2,160,000 of the underwriting discounts and commissions attributable to the Firm Units (and up to an additional $324,000 attributable to the Option Units (defined below) if the Over-allotment Option (defined below) is exercised in full) (collectively, the "Additional Funds") shall be deposited in the Trust Fund. The Additional Funds shall promptly be released to the representatives for the benefit of the underwriters upon the consummation by the Company of a Business Combination within the 18 months from the closing of the sale of the Firm Units (or 24 months if a letter of intent, agreement in principle or definitive agreement with respect to a proposed Business Combination has been executed by the Company but not yet been consummated within the 18 month period). If the Company has not consummated a Business Combination within the foregoing 18 or 24 month period, as the case may be, the Additional Funds will become part of the Trust Fund that will be distributed to the Company's stockholders in accordance with the Trust Agreement and none of such Additional Funds will be payable to the underwriters. Any interest earned on the Additional Funds from the time the Additional Funds are deposited in the Trust Fund until such time as the Additional Funds are either released to the representatives for the benefit of the underwriters or to the Company's stockholders, may be used by the Company to satisfy its working capital requirements. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least one (1) Business Day two full business days prior to the Closing Date. The Company will permit the Representatives to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at or after 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 at the Representatives’ 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. $85,000,000150,000,000 ($172,500,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.5) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement investment management trust agreement (the “Trust Agreement”)) by and between the Company and Continental Stock Transfer & Trust Company. The 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 the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Maxim or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement 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 at the Representatives’ 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. $85,000,000121,200,000, or $10.00 10.10 per Firm Unitunit, of the proceeds received by the Company for the Firm Units and from the initial closing of the Private Placement (as defined in Section 1.31.6) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). Such amount includes an aggregate of $4,200,000, or $0.35 per Firm Unit, payable to Maxim as a Deferred Underwriting Commission in accordance with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance commissions and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the date (the “Effective Date of Date”) that the Registration Statement (as defined below) is declared effective (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Maxim or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 at the Representatives’ 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. $85,000,00076,500,000 ($87,975,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 10.20 per Firm Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.6) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). Such amount includes an aggregate of $2,625,000 ($3,018,750 if the Over-allotment Option is exercised in full), or $0.35 per unit, payable to Maxim as a Deferred Underwriting Commission in accordance with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The 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 the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second third (2nd3rd) Business Day following the Effective Date of the Registration Statement (or the third fourth (3rd4th) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Chardan or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 at the Representatives’ 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. $85,000,00041,600,000 ($45,137,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 10.40 per Firm Unitunit ($10.35 per unit if the Over-allotment Option is exercised in full), of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account fund established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust AccountFund”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The 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 the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day (as defined below) following the Effective Date commencement of trading of the Registration Statement (or Firm Units at the third (3rd) Business Day following offices of the Effective DateRepresentative, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time and/or such other place as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement 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 at through the Representatives’ election facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. On the Closing Date, an aggregate of $85,000,000, or $10.00 per Firm Unit, 150,000,000 of the net proceeds received by from the Company for sale of the Firm Units and from the Private Placement (as defined in Section 1.3) Units shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the public stockholders Public Stockholders (as defined below), as described in the Registration Statement (the “Trust Account”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 Continental Stock Transfer & Trust Company (“CST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, expense allowance actual expenses and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company on the Closing Date upon delivery to the Representatives of certificates representing the Firm Units (in form and substance reasonably satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) DTC for the account of the UnderwritersRepresentative. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units. As used herein, the term “Business Day” means any day other than a Saturday, Sunday, or any day on which national banks in New York, New York are not open for business, and the term “Public Stockholders” means the holders 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 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 Closing Units shall be made by 1:00 P.M.at 10:00 a.m., New York City time, on the second (2nd) Business Day (as defined below) following the effective date (the “Effective Date Date”) of the Registration Statement (as defined in Section 2.1.1 below) (or the third (3rd) Business Day following the Effective Date, Date if the Registration Statement is declared effective on or after 4:00 4:01 p.m., New York City time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company Company, at the offices of Lucosky Xxxxxxxx LLP, counsel to the Representatives Underwriters, or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Closing Units is referred to herein as called the “Closing Date.” Payment for the Firm Closing Units shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The 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 the Representatives Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Firm Units Closing Shares and the Closing Warrants (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units Closing Shares and the Closing Warrants shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) full Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units Closing Shares and the Closing 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 Closing Units except upon tender of payment by the Representatives Representative for all of the Firm Closing Units. 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 are authorized or required by law to remain closed; provided, however, that, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York Eastern time, on the second (2nd) Business Day following the Effective Date commencement of trading of the Registration Statement (or the third (3rd) Business Day following the Effective DateFirm Units, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement 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 at through the Representatives’ election facilities of Depository Trust Company (“DTC”) 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 $85,000,000, or $10.00 per Firm Unit, 61,000,000 net proceeds from the sale of the proceeds received by the Company for the Firm Units and from the Private Placement Warrants (as defined in Section 1.3) 1.3.3 herein), of which $60,000,000 shall be deposited in on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the public stockholders Public Shareholders, as described in the Registration Statement (the “Trust Account”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 Continental Stock Transfer & Trust Company (“CST&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 Agreement) shall be paid to the order of the Company upon delivery to the Representatives of certificates (in form and substance reasonably satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) the DTC for the account of the UnderwritersRepresentative). The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days (defined below) prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business, and the term “Public Shareholders” means the holders of Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Insiders (as defined in Section 1.4.1 below) to the extent they acquire such 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 by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives and the Company at the offices of the Representatives Ladenburg Xxxxxxxx & Co. Inc. or at such other place as shall be agreed upon by the Representatives and the Company. The closing of the public 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 at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000101,000,000 ($116,000,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company. Such amount includes an aggregate of up to $3,500,000 (or up to $4,025,000 if the Over-allotment Option is exercised in full), or $0.35 per Unit, payable to the Representatives as Deferred Underwriting Commissions in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance commissions and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Datedate that the Units are initially traded on the OTC Bulletin Board, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon in writing by the Representatives Representative and the Company Company, at the offices of the Representatives Representative or at such other place and in such a manner as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. , payable as follows: $85,000,000, 43,495,000 (or $10.00 7.25 per Firm Unit, ) of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account fund established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust AccountFund”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The ) and the remaining proceeds (less commissions, expense allowance 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 Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (the “DTC”)) for the account of the Underwriters). The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day (as defined below) following the Effective Date commencement of trading of the Registration Statement (or the third (3rd) Business Day following the Effective DateFirm Units, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement 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 at through the Representatives’ election facilities of Depository Trust Company (“DTC”) 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 $85,000,000, or $10.00 per Firm Unit, 261,370,000 of gross proceeds from the proceeds received by the Company for sale of the Firm Units and from the Private Placement (as defined in Section 1.3) Warrants, of which $256,250,000 shall be deposited in on the Closing Date into 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 (the “Trust Account”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 Continental Stock Transfer & Trust Company (“CST”) substantially in the form annexed as an exhibit to the Registration Statement. The funds deposited in the Trust Account shall include an aggregate of $8,750,000 ($0.35 per Firm Unit), payable to the Underwriters as Deferred Underwriting Commission, in accordance with Section 1.5 hereof. The remaining proceeds (less 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 the Representatives of certificates (in form and substance reasonably satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) the DTC for the account of the UnderwritersRepresentative). The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of 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 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 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 Initial Stockholders (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 by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 at the Representatives’ 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. $85,000,00091,530,000, or $10.00 10.17 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The Subject to Section 1.3 hereof, the 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 the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M., New York time, on the second (2nd) Business Day trading day following the Effective Date of the Registration Statement (or the third (3rd) Business Day trading day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 at the Representatives’ 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. $85,000,00061,200,000, or $10.00 10.20 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The proceeds (less commissions, expense allowance 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 the Representatives Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day trading day prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery at least one (1) full Business Day trading 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment Payment of the purchase price for the Firm Units shall be made to the Partnership by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective Date Federal Funds wire transfer against electronic delivery of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or at such other place as shall be agreed upon by the Representatives and the Company. The closing of the public 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 at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The 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 book entry form to the Representatives of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account respective accounts of the Underwriters. Such payment and delivery shall be made at 9:00 A.M., Houston, Texas time, on December 9, 2009 (the “Closing Date”) (unless another time shall be agreed to by the Representatives and the Partnership or unless postponed in accordance with the provisions of Section 8 hereof). The time at which such payment and delivery are to be made is sometimes referred to herein as the “time of purchase.” Delivery of the Firm Units shall be registered made in such name or names book-entry form through the Full Fast Program of the facilities of The Depository Trust Company (“DTC”) unless the Underwriters shall otherwise instruct. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriters. Payment of the purchase price for the Additional Units shall be made at the additional time of purchase in such authorized denominations the same manner as the Representatives may request in writing at least one (1) Business Day prior to payment for the Firm Units. If settlement for the Option Units occurs after the Closing Date, the Partnership will deliver to the Underwriters on the settlement date for the Option Units, and the obligation of the Underwriters to purchase the Option Units shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. The Company will permit Delivery of the Representatives documents described in Section 6 hereof with respect to examine and package the purchase of the Firm Units for delivery and any purchase of Additional Units shall be made at least one (1) full Business Day prior to the offices of Xxxxxx & Xxxxxx L.L.P., 0000 Xxxxxx Xxxxxx, Suite 2500, Houston, Texas 77002, at 9:00 A.M., Houston, Texas time, on the Closing Date. The Company shall not be obligated to sell or deliver Date and the Firm Units except upon tender of payment by the Representatives for all date of the Firm closing of any purchase of Additional Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 at the Representatives’ 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. $85,000,000111,650,000 ($128,397,500 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.15 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement investment management trust agreement (the “Trust Agreement”)) by and between the Company and Continental Stock Transfer & Trust Company. The 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 the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 a.m., New York City time, on the second (2nd) Business Day (as defined below) following the Effective Date commencement of trading of the Registration Statement (or the third (3rd) Business Day following the Effective DateFirm Units, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company Company, at the offices of Loeb & Loeb LLP, counsel to the Representatives Underwriters (“Loeb”), or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. , payable as follows: $85,000,000, or $10.00 per Firm Unit, 40,000,000 of the proceeds received by the Company for the Firm Units and from the Unit Private Placement (as defined in Section 1.3) shall be deposited in the trust account (“Trust Account”) established by the Company for the benefit of the public stockholders Public Shareholders (as defined below) and the Representative, as described in the Registration Statement (the “Trust Account”as defined in Section 2.1.1) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company (“CST”). The funds deposited in the Trust Account shall include an aggregate of $1,000,000 ($0.25 per Firm Unit), payable to Cantor Fxxxxxxxxx as Deferred Underwriting Commission, in accordance with Section 1.3 hereof. The remaining proceeds (less commissions, expense allowance 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 Representatives Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) full Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units. As used herein, the term “Public Shareholders” means the holders of Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent it acquires such Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than a Saturday, a Sunday, 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 Payment of the purchase price for, and payment for delivery of the Firm Units Notes shall be made by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives and the Company at the offices of the Representatives Sidley Austin LLP, New York, New York, or at such other place as shall be agreed upon by the Representatives Underwriters and the Company, at 9:00 A.M. (New York City Time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Time) on any given day) business day following the date of this Agreement, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such time and date of payment and delivery being herein called the “Closing Time”). In addition, in the event that the overallotment option described above is exercised by the Underwriters, payment of the purchase price for and delivery of the Option Notes shall be made at the above-mentioned offices of Sidley Austin LLP, or at such other place as shall be agreed upon by the Underwriters and the Company on each Date of Delivery as specified in the notice to the Company. The closing of the public 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 Notes shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited delivered in the trust account established by the Company for the benefit form of the public stockholders as described one or more permanent global securities in the Registration Statement definitive form (the each, a “Trust AccountGlobal Security”) pursuant to deposited with the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The 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 the Representatives of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of Trustee as custodian for The Depository Trust Company (“DTC”)) and registered in the name of Cede & Co., as nominee for DTC. Interests in each Global Security will be held in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Trustee, as custodian for DTC of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the 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 Representatives for Global Securities representing all of the Firm UnitsNotes.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or at such other place as shall be agreed upon by the Representatives and the Company. The closing of the public 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 at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000, 70,000,000 or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The 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 the Representatives of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the 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 Representatives for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units Shares and Warrants shall be made by 1:00 P.M.at 10:00 a.m., New York Eastern time, on the second (2nd) third Business Day following after the effective date (the “Effective Date Date”) of the Registration Statement (or the third (3rd) fourth Business Day following after the Effective Date, if the Registration Statement is declared effective on or after 4:00 4:30 p.m., New York Eastern time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 Shares and Warrants is called the “Closing Date.” The closing of the payment of the purchase price for, and delivery of certificates representing, the Shares and Warrants is referred to herein as the “Closing DateClosing.” Payment for the Firm Units Shares and Warrants shall be made on the Closing Date at the Representatives’ 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. $85,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). 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 the Representatives you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units Shares and Warrants (or through the full fast transfer facilities of The the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units Shares and Warrants shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) two Business Day prior to Days before the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units Shares and Warrants for delivery delivery, at least one (1) full Business Day prior to before the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units Shares and Warrants except upon tender of payment by the Representatives Representative for all of the Firm UnitsShares and Warrants.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date commencement of trading of the Registration Statement (or the third (3rd) Business Day following the Effective DateFirm Units, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement 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 at through the Representatives’ election facilities of Depository Trust Company (“DTC”) 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 $85,000,000, or $10.00 per Firm Unit, 126,000,000 net proceeds from the sale of the proceeds received by the Company for the Firm Units and from the Private Placement Warrants (as defined in Section 1.3) 1.3.3 herein), of which $125,000,000 shall be deposited in on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the public stockholders Public Shareholders, as described in the Registration Statement (the “Trust Account”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 Continental Stock Transfer & Trust Company (“CST&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 Agreement) shall be paid to the order of the Company upon delivery to the Representatives of certificates (in form and substance reasonably satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) the DTC for the account of the UnderwritersRepresentative). The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days (defined below) prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of 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 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 The City of New York are generally are open for use by customers on such day, and the term “Public Shareholders” means the holders of Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Insiders (as defined in Section 1.4.1 below) to the extent they acquire such 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 by 1:00 P.M.at 10:00 a.m., New York City time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day (as defined below) following the Effective Datecommencement of trading of the Firm Units, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company Company, at the offices of the Representatives Ellenoff Xxxxxxxx & Schole LLP (“EGS”) or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. , payable as follows: $85,000,000, or $10.00 per Firm Unit, 96,715,000 of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders Public Stockholders (as defined below) and the Underwriters, as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company (“CST”). The amount deposited in the Trust Account shall include an aggregate of $3,500,000 ($0.35 per Firm Unit), payable solely to the Representative as a Deferred Underwriting Commission, in accordance with Section 1.3 hereof. The remaining proceeds (less commissions, expense allowance 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 Representatives Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) full Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units. As used herein, the term “Public Stockholders” means the holders of Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including any Company stockholder prior to the Offering to the extent they acquire such Common Stock in the aftermarket (and solely with respect to such 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 by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Maxim or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement 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 at the Representatives’ 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. $85,000,000101,000,000, or $10.00 10.10 per Firm Unitunit, of the proceeds received by the Company for the Firm Units and from the initial closing of the Private Placement (as defined in Section 1.31.6) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). Such amount includes an aggregate of $3,500,000, or $0.35 per Firm Unit, payable to Maxim as a Deferred Underwriting Commission in accordance with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance commissions and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Datecommencement of trading of the Firm Units, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement 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 at through the Representatives’ election facilities of Depository Trust Company (“DTC”) 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 $85,000,000, or $10.00 per Firm Unit, 152,050,000 net proceeds from the sale of the proceeds received by the Company for the Firm Units and from the Private Placement Units (as defined in Section 1.3) 1.4.2 herein), of which $151,500,000 shall be deposited in on the Closing Date into 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 (the “Trust Account”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 Continental Stock Transfer & Trust Company (“CST&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 Agreement) shall be paid to the order of the Company upon delivery to the Representatives of certificates (in form and substance reasonably satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) the DTC for the account of the UnderwritersRepresentative). The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days (defined below) prior to the Closing Date. The Company will permit the Representatives 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 Representatives Representative for all of the Firm Units. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business, and the term “Public Stockholders” means the holders 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 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 by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day (as defined below) following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., p.m. New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public 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 Securities is referred to herein as the “Closing Date.” Payment for the Firm Units Securities shall be made on the Closing Date at the Representatives’ 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. $85,000,000145,000,000 ($166,750,000 if the Over-allotment Option is exercised in full), or $10.00 per Firm UnitSecurity and Option Security, of the proceeds received by the Company for the Firm Units Securities and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company. Such amount includes an aggregate of up to $5,075,000 (or up to $5,836,250 if the Over-allotment Option is exercised in full), or $0.35 per Firm Security and Option Security, payable to SVB Leerink LLC as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, this Agreement, to be placed by the Underwriter in the Trust Account. The 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 the Representatives Representative of certificates (in form and substance satisfactory to the UnderwritersUnderwriter) representing the Firm Units Securities (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the UnderwritersUnderwriter. The Firm Units Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units Securities 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 Representatives Representative for all of the Firm UnitsSecurities. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

Payment and Delivery. Delivery and payment Payment for the Firm Units Securitization Bonds shall be made by 1:00 P.M., to the Issuer or its order in Federal or other immediately available funds in New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement City (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on such other place or after 4:00 p.m., New York time) or at such earlier time places of payment as shall be agreed upon by the Representatives Issuer and the Company Representative in writing), upon the delivery of the Securitization Bonds at the offices of the Representatives Skadden, Arps, Slate, Meagher and Flom LLP ("Skadden, Xxxx"), at Fxxx Times Square, New York, New York 10036 (or at such other place or places of delivery as shall be agreed upon by the Representatives Issuer and the Company. The closing Representative) to the Representative for the respective accounts of the public offering contemplated Underwriters against receipt therefor signed by this Agreement is referred to herein the Representative on behalf of itself and as the “Closing” and the hour and date of delivery and payment agent for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units other Underwriters. Such payment and delivery shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in 10:00 A.M., New York Clearing House funds. $85,000,000time on November 8, 2001 (or $10.00 per Firm Unit, of the proceeds received on such later business day as shall be agreed upon by the Company Company, the Issuer and the Representative in writing), unless postponed in accordance with the provisions of Section 11 hereof. The day and time at which payment and delivery for the Firm Units and from Securitization Bonds are to be made is herein called the Private Placement (as defined in Section 1.3) "Time of Purchase." The Securitization Bonds to be so delivered shall be deposited initially represented by Securitization Bonds registered in the trust account established by the Company for the benefit name of the public stockholders Cede & Co., as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The 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 the Representatives of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities nominee of The Depository Trust Company (“"DTC”")) for the account . The interests of beneficial owners of the UnderwritersSecuritization Bonds will be represented by book entries on the records of DTC and participating members thereof. Definitive Securitization Bonds will be available only under limited circumstances. The Firm Units shall be registered in such name or names Company and in such authorized denominations as the Representatives may request in writing Issuer agree to make the Securitization Bonds available for inspection by the Underwriters at the offices of Skadden, Arps, at least one (1) Business Day 24 hours prior to the Closing Date. The Company will permit the Representatives to examine and package the Firm Units for delivery at least one (1) full Business Day prior Time of Purchase, in definitive, fully registered form, as described pursuant to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives for all of the Firm Unitspreceding paragraph.