Common use of Payment and Delivery Clause in Contracts

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Units, or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units is called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 of the proceeds received by the Company for the Firm Units and the sale of Placement Units (as defined in Section 1.4.2) shall be deposited in the trust account (“Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (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 (the “Trustee”). The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the UnitsFirm Units at the offices of the Representative, or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), or at and/or such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. On the Closing Date, payable as follows: an aggregate of $150,000,000 100,000,000 of the net proceeds received by from the Company for sale of the Firm Units and the sale of Placement Units (as defined in Section 1.4.2) Private Warrants shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders Stockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative actual expenses and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company on the Closing Date upon delivery to the Representative of certificates representing the Firm Units (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Business Day” means any day other than 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 ShareholdersStockholders” means the holders of the Ordinary Shares Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including any of the Sponsor Respondents (as defined in Section 2.14 below) to the extent they acquire such Common Stock in the Sponsor acquires such Ordinary Shares Offering or in the aftermarket (and solely with respect to such Ordinary Sharesshares). “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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier other time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 the proceeds from the Offering, inclusive of the proceeds received by the Company for the Firm Units and the sale of Placement Units Deferred Underwriting Commission (as defined described in Section 1.4.2) 1.6(b)), shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.12.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company (Wilmington Trust, National Association substantially in the “Trustee”). The remaining proceeds (less commissions, a cash payment of $1,000,000 form annexed as an exhibit to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described Registration Statement, along with such portion of the gross proceeds from the sale of the Private Units (as defined in Section 1.3 below), if any, 1.4.2) in order for the initial funds in the Trust Account to equal the product of the number of Public Units sold and the Public Offering Price. Such funds shall be paid to deposited into the order of the Company Trust Account, upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) DTC for the account of the UnderwritersRepresentative). The funds deposited in the Trust Account shall be disbursed upon the earlier of: (i) the closing of the Business Combination (as defined in Section 1.4.1), or (ii) that the Company fails to complete its initial Business Combination within 15 months from the Closing Date (or such longer period that may be extended through a shareholder approval), unless otherwise described in the Trust Agreement. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in New York, New York are generally 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 at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the UnitsFirm Units at the offices of the Representative, or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), or at and/or such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. On the Closing Date, payable as follows: an aggregate of $150,000,000 of the net proceeds received by from the Company for sale of the Firm Units and the sale of Placement Private Units (as defined in Section 1.4.21.3.2) shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders Stockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative actual expenses and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 belowAgreement), if any, shall be paid to the order of the Company on the Closing Date upon delivery to the Representative of certificates representing the Firm Units (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Business Day” means any day other than a Saturday, Sunday, or any day on which national banks in New York, New York are not open for business, and the term “Public ShareholdersStockholders” means the holders of the Ordinary Shares Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including any of the Sponsor Respondents (as defined in Section 2.14 below) to the extent they acquire such Common Stock in the Sponsor acquires such Ordinary Shares Offering or in the aftermarket (and solely with respect to such Ordinary Sharesshares). “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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on the first third (1st3rd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative Representatives and the Company, at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), or at such other place location as shall be agreed upon by the Representative Representatives and the Company. The hour and date of delivery and payment for the Firm Units is called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 94,000,000 of the proceeds received by the Company for the Firm Units and the sale of Placement Units (as defined in Section 1.4.2) shall be deposited in the trust account (“Trust Account”) established by the Company for the benefit of the Public Shareholders Stockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1“Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company (the “TrusteeCST”). The Representatives shall place an aggregate of $3,500,000 ($0.35 per Firm Unit), payable to the Representatives for the benefit of the underwriters as Deferred Underwriting Commission, in accordance with Section 1.3 hereof, in the Trust Account. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative commissions and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 belowAgreement), if any, shall be paid to the order of the Company upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative Representatives to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative Representatives for all the Firm Units. As used herein, the term “Public ShareholdersStockholders” means the holders of the Ordinary Shares shares of Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including any stockholder of the Sponsor Company prior to the Offering (defined beloweach an “Insider Stockholder” and together the “Insider Stockholders”) to the extent the Sponsor acquires they acquire such Ordinary Shares shares of Common Stock in the aftermarket (and solely with respect to such Ordinary Sharesshares of Common Stock). “Business Day” means shall mean any day other than a Saturday, a Sunday or other a legal holiday or a day on which commercial banks in The City of New York banking institutions or trust companies are authorized or required obligated by law to remain closedclose in New York City.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of ▇▇▇▇▇▇L▇▇▇ ▇& L▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“SichenziaLoeb”), or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units is called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 50,000,000 of the proceeds received by the Company for the Firm Units and the sale of Placement Units (as defined in Section 1.4.21.3.2) shall be deposited in the trust account (“Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below)Shareholders, as described in the Registration Statement (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 (the “Trustee”). The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative commissions and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 belowAgreement), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two one (21) full Business Days Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor Initial Shareholders (defined below) to the extent the Sponsor acquires such Initial Shareholders acquire such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in 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 at 10:00 a.m.A.M., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 of . Of the proceeds received by the Company for from the sale of the Firm Units and the sale of Placement Private Units (as defined in Section 1.4.2) section 1.3.3), an aggregate of $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 Shareholders (as defined below)Shareholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company Company, as trustee (the “TrusteeCST&T”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in 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 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 1.3.1 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 at 10:00 a.m.A.M., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 of . Of the proceeds received by the Company for from the sale of the Firm Units and the sale Private Units, an aggregate of Placement Units (as defined in Section 1.4.2) $100,000,000 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 Shareholders (as defined below)Shareholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company Company, as trustee (the “TrusteeCST&T”), substantially in the form annexed as an exhibit to the Registration Statement. The funds deposited in the Trust Account shall include an aggregate of $3,500,000 ($0.35 per Firm Unit), payable to the Representative as the Deferred Underwriting Commission in respect of the purchased Firm Units, in accordance with Section 1.4 hereof. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in 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 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 1.3.1 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 at 10:00 a.m., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the UnitsUnits (as defined in Section 1.2.1), or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel Ropes & Gray LLP, counsel to the Underwriters (“SichenziaR&G”), or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units is are called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 of the proceeds received by the Company for the Firm Units and the sale of the Placement Units Warrants (as defined in Section 1.4.2) shall be deposited in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (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 Lucky ▇▇▇▇▇, Inc. d/b/a Efficiency (the “TrusteeEfficiency”). The remaining proceeds (less commissions, a cash payment funds deposited in the Trust Account shall include an aggregate of $1,000,000 6,000,000 ($0.40 per Firm Unit), up to which amount shall be payable to the Representative as Deferred Underwriting Commission in accordance with Section 1.3 hereof. The remaining proceeds of the proceeds received by the Company for the Firm Units and the sale of the Placement Warrants (less commissions and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 belowAgreement), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Units (or through the facilities of the The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units (as defined in Section 1.2.1) in the Offering or acquired in the aftermarket, including the Sponsor (as defined belowin Section 1.4.1) and any officer or director of the Company, to the extent the Sponsor extent, he, she or it acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means shall mean any day other than Saturday, Sunday or other day on which commercial banks in The 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 open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the UnitsFirm Units at the offices of the Representative, or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), or at and/or such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. On the Closing Date, payable as follows: an aggregate of $150,000,000 101,000,000 ($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 the sale of Placement Units (as defined in Section 1.4.2) Private Warrants shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders Stockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative actual expenses and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company on the Closing Date upon delivery to the Representative of certificates representing the Firm Units (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Business Day” means any day other than a Saturday, Sunday, or any day on which national banks in New York, New York are not open for business, and the term “Public ShareholdersStockholders” means the holders of the Ordinary Shares Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including any of the Sponsor Respondents (as defined in Section 2.14 below) to the extent they acquire such Common Stock in the Sponsor acquires such Ordinary Shares Offering or in the aftermarket (and solely with respect to such Ordinary Sharesshares). “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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 of . Of the proceeds received by the Company for from the sale of the Firm Units and the sale of Placement Private Units (as defined in Section 1.4.21.3.3) an aggregate of $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 Shareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”form annexed as an exhibit to the Registration Statement. The funds deposited in the Trust Account shall include an aggregate of $2,100,000 ($0.35 per Firm Unit), payable to the Representative as the Deferred Underwriting Commission in respect of the purchased Firm Units, in accordance with Section 1.4 hereof. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in 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 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 1.3.1 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 at 10:00 a.m., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of ▇▇▇Winston & ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“SichenziaWinston”), or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units is called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 75,000,000 of the proceeds received by the Company for the Firm Units and the sale of Placement Units (as defined in Section 1.4.21.3.2) shall be deposited in the trust account (“Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below)Shareholders, as described in the Registration Statement (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 Wilmington Trust, N.A. (the “TrusteeWilmington”). The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative commissions and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 belowAgreement), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two one (21) full Business Days Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Class A Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor Initial Shareholders (defined below) to the extent the Sponsor acquires such Initial Shareholders acquire such Class A Ordinary Shares in the aftermarket (and solely with respect to such Class A Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in 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 at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: . The Company shall receive an aggregate of approximately $150,000,000 103,610,000 of gross proceeds from the proceeds received by the Company for sale of the Firm Units and the sale of Private Placement Units (as defined in Section 1.4.2) section 1.3.3), of which $101,000,000 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 Shareholders (as defined below)Stockholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental American Stock Transfer & Trust Company Company, LLC (“AST&T”) substantially in the “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (defined below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on [●], 2025, in accordance with Rule 15c6-1 of the first (1st) Business Day Exchange Act (as defined in Section 2.1.2 below) following the commencement of trading of the Units, or at such earlier time as shall be agreed upon by the Representative and the Company), at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLPDLA Piper LLP (US), counsel to the Underwriters (“SichenziaDLA Piper”), or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units is called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 150,750,000 of the proceeds received by the Company for the Firm Units and the sale of Placement Units (as defined in Section 1.4.21.5.3) shall be deposited in the trust account (“Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below)Shareholders, as described in the Registration Statement (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 (the “TrusteeCST”). The funds deposited in the Trust Account shall include an aggregate of $4,500,000 ($0.30 per Firm Unit), payable to the Underwriters as Deferred Underwriting Commission, in accordance with Section 1.3 hereof. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative commissions and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 belowAgreement), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two one (21) full Business Days Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Class A Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor Initial Shareholders (as defined below) to the extent the Sponsor acquires such Initial Shareholders acquire such Class A Ordinary Shares in the aftermarket (and solely with respect to such Class A Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in 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 open for use by customers on such day. For purposes of this Agreement, “Initial Shareholders” shall mean the Sponsor (as defined in Section 1.5.1 hereof) and any other holders of Insider Shares (as defined in Section 1.5.1 hereof) prior to the Offering (or their permitted transferees).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first third (1st3rd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 . The Company shall receive an aggregate of $ net proceeds from the proceeds received by the Company for sale of the Firm Units and the sale of Placement Sponsor Units (as defined in Section 1.4.2) 1.4.2 below), of which $ 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 Shareholders Stockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.12.1.1 hereof) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company (the “TrusteeCST&T”). The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Business Day” 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 ShareholdersStockholders” means the holders of the Ordinary Shares shares of Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including any of the Sponsor Insiders (as defined belowin Section 1.4.1 herein) to the extent they acquire such shares of Common Stock in the Sponsor acquires such Ordinary Shares Offering or in the aftermarket (and solely with respect to such Ordinary Sharesshares). “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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the UnitsFirm Units at the offices of ▇. ▇▇▇▇▇ Capital LLC, or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), or at and/or such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of The Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. On the Closing Date, payable as follows: an aggregate of $150,000,000 220,000,000 of the net proceeds received by from the Company for sale of the Firm Units and the sale of Private Placement Units Securities (as defined in Section 1.4.2below) shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.12.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company (the “TrusteeCST”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative actual expenses and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company on the Closing Date upon delivery to the Representative of certificates representing the Firm Units (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two one (21) full Business Days Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “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 Shareholders” means the holders of the Class A Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including any of the Sponsor Respondents (as defined in Section 2.14 below) to the extent the Sponsor acquires they acquire such Class A Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such Ordinary Sharesshares). “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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier other time as shall be agreed upon by the Representative and the Company, at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Carmel & Schole LLP, counsel to the Underwriters (“SichenziaEGS”), or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units is called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 100,000,000 of the proceeds received by the Company for the Firm Units and the sale of Placement Units (as defined in Section 1.4.21.3.2) shall be deposited in the trust account (“Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below)Shareholders, as described in the Registration Statement (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 (the “TrusteeCST”). The remaining proceeds (less commissions, a cash payment of $1,000,000 expenses payable under Section 3.9 (to the Representative and actual expense payments extent such expenses have not previously been paid) or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 belowAgreement) (the “Remaining Proceeds”), if any, shall be paid to the order of the Company unless otherwise instructed by the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor sponsor, the Company’s officers and directors and the Individual Purchasers (as defined below) to the extent the Sponsor acquires such persons acquire such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in 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 at 10:00 a.m., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Units, or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“SichenziaGM”), or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units is called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 200,000,000 of the proceeds received by the Company for the Firm Units and the sale of Placement Units (as defined in Section 1.4.21.3.2) shall be deposited in the trust account (“Trust Account”) established by the Company for the benefit of the Public Shareholders Stockholders (as defined below), as described in the Registration Statement (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 (the “TrusteeCST”). The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative commissions and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 belowAgreement), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public ShareholdersStockholders” means the holders of the Ordinary Shares shares of Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor it acquires such Ordinary Shares shares of Common Stock in the aftermarket (and solely with respect to such Ordinary Sharesshares of Common Stock). “Business Day” means any day other than a Saturday, Sunday a Sunday, or other a legal holiday or a day on which commercial banks in The City of New York banking institutions or trust companies are authorized or required obligated by law to remain closedclose in New York City.

Payment and Delivery. Delivery and payment for the Firm Units Shares shall be made at 10:00 a.m., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the UnitsFirm Shares, or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“SichenziaGM”), or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units Shares is called the “Closing Date.” Payment for the Firm Units Shares shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 100,000,000 of the proceeds received by the Company for the Firm Units Shares and the sale of Placement Units Shares (as defined in Section 1.4.21.3.2) shall be deposited in the trust account (“Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (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 (the “TrusteeCST”). The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative commissions and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 belowAgreement), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Units Shares (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units Shares for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units Shares except upon tender of payment by the Representative for all the Firm UnitsShares. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor it acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than a Saturday, Sunday a Sunday, or other a legal holiday or a day on which commercial banks in The City of New York banking institutions or trust companies are authorized or required obligated by law to remain closedclose in New York City.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. On the Closing Date, payable as follows: an aggregate of $150,000,000 101,000,000 of net proceeds from the proceeds received by the Company for sale of the Firm Units and the sale of Placement Units (as defined in Section 1.4.2) Private Warrants shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below)Shareholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Business Day” 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 the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including any of the Sponsor Respondents (as defined in Section 2.14 below) to the extent the Sponsor acquires they acquire such Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such Ordinary Sharesshares). “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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first third (1st3rd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: . The Company shall receive an aggregate of $150,000,000 of the 40,450,000 net proceeds received by the Company for the Firm Units and from the sale of Placement Units (as defined in Section 1.4.2) the Firm Units, the Sponsor Warrants and EBC Warrants, of which $40,000,000 shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company (the “TrusteeCST&T”). The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including any of the Sponsor Insiders (as defined belowin Section 1.4.1 herein) to the extent the Sponsor acquires they acquire 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 Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 of . Of the proceeds received by the Company for from the sale of the Firm Units and the sale of Placement Private Units (as defined in Section 1.4.2) section 1.3.3), an aggregate of $100,000,000 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 Shareholders (as defined below)Shareholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company Company, as trustee (the “TrusteeCST&T”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in 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 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 1.3.1 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 at 10:00 a.m.A.M., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier other time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 the proceeds from the Offering, inclusive of the proceeds received by the Company for the Firm Units and the sale of Placement Units Deferred Underwriting Commission (as defined described in Section 1.4.2) 1.6(b)), shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.12.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company (Wilmington Trust, National Association substantially in the “Trustee”). The remaining proceeds (less commissions, a cash payment of $1,000,000 form annexed as an exhibit to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described Registration Statement, along with such portion of the gross proceeds from the sale of the Private Units (as defined in Section 1.3 below), if any, 1.4.2) in order for the initial funds in the Trust Account to equal the product of the number of Public Units sold and the Public Offering Price. Such funds shall be paid to deposited into the order of the Company Trust Account, upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) DTC for the account of the UnderwritersRepresentative). The funds deposited in the Trust Account shall be disbursed upon the earlier of: (i) the closing of the Business Combination (as defined in Section 1.4.1), or (ii) that the Company fails to complete its initial Business Combination within 15 months from the Closing Date (or such longer period that may be extended through a shareholder approval), unless otherwise described in the Trust Agreement. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in New York, New York are generally 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 at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: . The Company shall receive an aggregate of approximately $150,000,000 151,095,000 of net proceeds from the proceeds received by the Company for sale of the Firm Units and the sale of Placement Units Private Shares (as defined in Section 1.4.2) 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 Shareholders (as defined below)Stockholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in 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 Shares shall be made at 10:00 a.m., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the UnitsFirm Shares, or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“SichenziaGM”), or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units Shares is called the “Closing Date.” Payment for the Firm Units Shares shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 250,000,000 of the proceeds received by the Company for the Firm Units Shares and the sale of Placement Units Shares (as defined in Section 1.4.21.3.2) shall be deposited in the trust account (“Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (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 (the “TrusteeCST”). The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative commissions and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 belowAgreement), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Units Shares (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units Shares for deliveryissuance, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver issue any of the Firm Units Shares except upon tender of payment by the Representative for all the Firm UnitsShares. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor it acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than a Saturday, Sunday a Sunday, or other a legal holiday or a day on which commercial banks in The City of New York banking institutions or trust companies are authorized or required obligated by law to remain closedclose in New York City.

Payment and Delivery. Delivery and payment for the Firm Units ADSs shall be made at 10:00 a.m., New York City time, on the first (1st) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined belowhereinafter defined) (or the second Business Day following the commencement of trading of Effective Date, if the Units, Registration Statement is declared effective after 4:00 p.m. New York time) or at such earlier other time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units ADSs is called the “Closing Date.” The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm ADSs is referred to herein as the “Closing.” Payment for the Firm Units ADSs shall be made on the Closing Date by wire transfer in Federal (same day) fundsimmediately available funds and, payable as follows: $150,000,000 upon receipt of the proceeds received by the Company for the Firm Units and the sale of Placement Units (as defined in Section 1.4.2) shall be deposited in the trust account (“Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below)which, as described in the Registration Statement (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 (the “Trustee”). The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Units ADSs (or delivery through the full fast transfer facilities of the Depository Trust Company (the “DTC”)) for the account of the UnderwritersUnderwriters shall be made. The Firm Units ADSs shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full one Business Days Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units ADSs for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units ADSs except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closedADSs.

Payment and Delivery. Delivery and payment for the Firm Units Securities shall be made at 10:00 a.m., New York City Eastern time, on the first (1st) second Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined below) (or the third Business Day following the commencement of trading of Effective Date, if the Units, Registration Statement is declared effective after 4:30 p.m. (Eastern time)) or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ Carmel LLP▇▇▇ ▇▇▇▇▇▇▇▇, counsel to the Underwriters (“Sichenzia”)▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units Securities is called the “Closing Date.” The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Securities is referred to herein as the “Closing.” Payment for the Firm Units Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 of the proceeds received by the Company for the Firm Units and the sale of Placement Units (as defined in Section 1.4.2) shall be deposited in the trust account (“Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (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 (the “Trustee”). The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, shall be paid to the order of the Company funds upon delivery to the Representative you of certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Units Securities (or through the full fast transfer facilities of the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units Securities for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units Securities except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closedSecurities.

Payment and Delivery. Delivery and payment for the Firm Units Shares shall be made at 10:00 a.m.9:15 A.M., New York City time, on the first (1st) third Business Day (as defined below) following the commencement effective date (the “Effective Date”) of trading of this Underwriting Agreement (or the Unitsfourth Business Day following the Effective Date, if the Shares are priced after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative Representatives and the Company, Company at the offices of Maxim Group LLC, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units Shares is called the “Closing Date.” The payment of the purchase price for, and delivery the Shares is referred to herein as the “Closing.” Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 of the proceeds received by the Company for the Firm Units and the sale of Placement Units (as defined in Section 1.4.2) shall be deposited in the trust account (“Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (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 (the “Trustee”). The remaining proceeds Shares (less commissions, a cash payment of $1,000,000 to the Representative expense allowance and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. Delivery of the Shares to the order Underwriters may be made by means of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Units (Shares or through the full fast transfer facilities of the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units Shares shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative Representatives to examine and package the Firm Units Shares for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units Shares except upon tender of payment by the Representative Representatives for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 of . Of the proceeds received by the Company for from the sale of the Firm Units and the sale of Placement Private Units (as defined in Section 1.4.2) section 1.3.3), an aggregate of $60,600,000 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 Shareholders (as defined below)Shareholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company Company, as trustee (the “TrusteeCST&T”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in 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 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 1.3.1 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 at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 of . Of the proceeds received by the Company for from the sale of the Firm Units and the sale Private Units, an aggregate of Placement Units (as defined in Section 1.4.2) $100,500,000 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 Shareholders (as defined below)Shareholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company Company, as trustee (the “TrusteeCST&T”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in 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 open for use by customers on such day, 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 1.3.1 below) to the extent they acquire such Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares) and the term “Public Shares” means the Ordinary Shares sold in the Offering.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: . The Company shall receive an aggregate of approximately $150,000,000 151,350,000 net proceeds from the sale of the proceeds received by the Company for the Firm Units and the sale of Placement Private Units (as defined in Section 1.4.2) 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 Shareholders (as defined below)Stockholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental American Stock Transfer & Trust Company (“AST&T”) substantially in the “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Insiders (as defined in Section 1.3.1 below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: . An aggregate of $150,000,000 61,200,000 of net proceeds from the proceeds received by the Company for sale of the Firm Units and the sale of Placement Private Units (as defined in Section 1.4.2) 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 Shareholders (as defined below)Shareholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Business Day” 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; 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 open for use by customers on such day. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including any of the Sponsor Insiders (as defined in Section 1.3.1 below) to the extent the Sponsor acquires they acquire such Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such Ordinary Sharesshares). “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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 of . Of the proceeds received by the Company for from the sale of the Firm Units and the sale of Placement Private Units (as defined in Section 1.4.2) section 1.3.3), an aggregate of $100,000,000 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 Shareholders (as defined below)Shareholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company Company, as trustee (the “TrusteeCST&T”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.in

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Units, or at such earlier time as shall be agreed upon by the Representative Representatives and the Company, at the offices of ▇▇▇▇O’Melveny & ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“SichenziaOMM”), or at such other place as shall be agreed upon by the Representative Representatives and the Company. The hour and date of delivery and payment for the Firm Units is called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: . The Company shall receive an aggregate of approximately $150,000,000 206,185,000 net proceeds from the sale of the proceeds received by the Company for the Firm Units and the sale of Private Placement Units (as defined in Section 1.4.21.3.2) of which $200,000,000 shall be deposited in the trust account (“Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (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 Odyssey Transfer & and Trust Company (the “TrusteeOdyssey”). The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative commissions and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 belowAgreement), if any, shall be paid to the order of the Company upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative Representatives to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative Representatives for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor Initial Shareholders (defined below) to the extent the Sponsor it acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in 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 at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: . The Company shall receive an aggregate of approximately $150,000,000 126,000,000 net proceeds from the sale of the proceeds received by the Company for the Firm Units and the sale of Placement Units Private Warrants (as defined in Section 1.4.2) 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 Shareholders (as defined below)Shareholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in 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 at 10:00 a.m., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier other time as shall be agreed upon by the Representative and the Company, at the offices of ▇▇▇Winston & ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“SichenziaWinston & ▇▇▇▇▇▇”), or at such other place (including remotely by electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units is called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 100,000,000 of the proceeds received by the Company for the Firm Units and the sale of Private Placement Units Warrants (as defined in Section 1.4.21.3.2) shall be deposited in the trust account (“Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (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 Company, LLC (the “Trustee”). The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative commissions and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below3.9) (the “Remaining Proceeds”), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two one (21) full Business Days Day prior to the Closing Date. The If the delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including BHAV Partners LLC (the Sponsor “Sponsor”), the Company’s officers, directors, board advisors and the Individual Purchasers (as defined belowin Section 1.3.1) to the extent the Sponsor acquires such persons acquire such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in 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 open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: . The Company shall receive an aggregate of approximately $150,000,000 153,050,000 net proceeds from the sale of the proceeds received by the Company for the Firm Units and the sale of Placement Private Units (as defined in Section 1.4.2) section 1.3.3), 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 Shareholders (as defined below)Stockholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in 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 at 10:00 a.m., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Units, or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of ▇Ellenoff ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel & Schole LLP, counsel to the Underwriters (“SichenziaEG&S”), or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units is called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 175,000,000 of the proceeds received by the Company for the Firm Units and the sale of Placement Units Warrants (as defined in Section 1.4.2) shall be deposited in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (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 (the “TrusteeCST”). The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative commissions and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor Initial Shareholders (as defined below) to the extent the Sponsor acquires any Initial Shareholders acquire such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means shall mean any day other than a Saturday, Sunday a Sunday, or other a legal holiday or a day on which commercial banks in The City of New York banking institutions or trust companies are authorized or required obligated by law to remain closedclose in New York City.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: . The Company shall receive an aggregate of approximately $150,000,000 103,520,000 net proceeds from the sale of the proceeds received by the Company for the Firm Units and the sale of Placement Units Private Warrants (as defined in Section 1.4.2) section 1.3.3), of which $102,000,000 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 Shareholders (as defined below)Stockholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in 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 at 10:00 a.m., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Units, or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel Loeb & Loeb LLP, counsel to the Underwriters (“SichenziaLoeb”), or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units is called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 101,500,000 of the proceeds received by the Company for the Firm Units and the sale of Placement Units Warrants (as defined in Section 1.4.2) shall be deposited in the trust account (“Trust Account”) established by the Company for the benefit of the Public Shareholders Stockholders (as defined below), as described in the Registration Statement (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 (the “TrusteeCST”). The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative commissions and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 belowAgreement), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public ShareholdersStockholders” means the holders of the Ordinary Shares shares of Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor Initial Stockholders (defined below) to the extent the Sponsor it acquires such Ordinary Shares shares of Common Stock in the aftermarket (and solely with respect to such Ordinary Sharesshares 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 at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the UnitsFirm Units at the offices of the Representative, or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), or at and/or such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. On the Closing Date, payable as follows: an aggregate of $150,000,000 50,000,000 of the net proceeds received by from the Company for sale of the Firm Units and the sale of Placement Private Units (as defined in Section 1.4.2) shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders Stockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative actual expenses and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company on the Closing Date upon delivery to the Representative of certificates representing the Firm Units (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Business Day” means any day other than a Saturday, Sunday, or any day on which national banks in New York, New York are not open for business, and the term “Public ShareholdersStockholders” means the holders of the Ordinary Shares Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including any of the Sponsor Respondents (as defined in Section 2.14 below) to the extent they acquire such Common Stock in the Sponsor acquires such Ordinary Shares Offering or in the aftermarket (and solely with respect to such Ordinary Sharesshares). “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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: . The Company shall receive an aggregate of $150,000,000 102,000,000 net proceeds from the sale of the proceeds received by the Company for the Firm Units and the sale Private Units, of Placement Units (as defined in Section 1.4.2) which $101,000,000 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 Shareholders (as defined below)Stockholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Business Day” 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 ShareholdersStockholders” means the holders of the Ordinary Shares Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including any of the Sponsor Respondents (as defined in Section 2.14 below) to the extent they acquire such Common Stock in the Sponsor acquires such Ordinary Shares Offering or in the aftermarket (and solely with respect to such Ordinary Sharesshares). “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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 of . Of the proceeds received by the Company for from the sale of the Firm Units and the sale of Placement Private Units (as defined in Section 1.4.2) section 1.3.3), an aggregate of $126,250,000 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 Shareholders (as defined below)Shareholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company Company, as trustee (the “TrusteeCST&T”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in 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 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 1.3.1 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 at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: . The Company shall receive an aggregate of approximately $150,000,000 154,250,000 net proceeds from the sale of the proceeds received by the Company for the Firm Units and the sale of Placement Units Private Warrants (as defined in Section 1.4.2) section 1.3.3), of which $153,000,000 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 Shareholders (as defined below)Shareholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in 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 1.3.1 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 at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: . The Company shall receive an aggregate of approximately $150,000,000 100,750,000 net proceeds from the sale of the proceeds received by the Company for the Firm Units and the sale of Placement Private Units (as defined in Section 1.4.2) section 1.3.3), of which $100,000,000 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 Shareholders (as defined below)Shareholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in 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 1.3.1 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 at 10:00 a.m.A.M., New York City Eastern time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: . The Company shall receive an aggregate of $150,000,000 51,000,000 net proceeds from the sale of the proceeds received by the Company for the Firm Units and the sale Private Units, of Placement Units (as defined in Section 1.4.2) which $50,000,000 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 Shareholders (as defined below)Shareholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Business Day” 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 the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (as defined in Section 1.4.1 below) to the extent the Sponsor acquires they acquire such Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such Ordinary Sharesshares). “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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to one of the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: . The Company shall receive an aggregate of approximately $150,000,000 154,750,000 net proceeds from the sale of the proceeds received by the Company for the Firm Units and the sale of Placement Private Units (as defined in Section 1.4.2) section 1.3.3), of which $153,000,000 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 Shareholders (as defined below)Shareholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in 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 1.3.1 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 at 10:00 a.m.3:00 p.m., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the UnitsUnits (or the second (2nd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m.), or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel , LLP, counsel to the Underwriters (“SichenziaGT”), or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units is called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 50,000,000 of the proceeds received by the Company for the Firm Units and the sale of Placement Units (as defined in Section 1.4.2) shall be deposited in the trust account (“Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (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 & Equiniti Trust Company Company, LLC (the “TrusteeEquiniti”). The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative commissions and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 belowAgreement), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares Class A ordinary shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares Class A ordinary shares in the aftermarket (and solely with respect to such Ordinary SharesClass A ordinary shares). “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 open for use by customers on such day. For purposes of this Agreement, “Initial Shareholders” shall mean the Sponsor (as defined in Section 1.4.1 hereof) and any other holders of Insider Shares (as defined in Section 1.4.1 hereof) prior to the Offering (or their permitted transferees).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: . The Company shall receive an aggregate of approximately $150,000,000 154,350,000 net proceeds from the sale of the proceeds received by the Company for the Firm Units and the sale of Placement Private Units (as defined in Section 1.4.2) section 1.3.3), of which $153,000,000 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 Shareholders (as defined below)Stockholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental American Stock Transfer & Trust Company (“AST&T”) substantially in the “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Insiders (as defined in Section 1.3.1 below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City Eastern time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: . The Company shall receive an aggregate of approximately $150,000,000 103,500,000 net proceeds from the sale of the proceeds received by the Company for the Firm Units and the sale of Placement Units Private Warrants (as defined in Section 1.4.2) 1.3.3 herein), of which $102,000,000 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 Shareholders (as defined below)Shareholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in 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 1.3.1 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 at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: . The Company shall receive an aggregate of approximately $150,000,000 51,350,000 net proceeds from the sale of the proceeds received by the Company for the Firm Units and the sale Private Warrants, of Placement Units (as defined in Section 1.4.2) which $50,000,000 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 Shareholders (as defined below)Stockholders, as described in the Registration Statement (as defined in Section 2.1.1) 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in 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 1.4.1) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the UnitsFirm Units at the offices of the Representative, or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), or at and/or such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. On the Closing Date, payable as follows: an aggregate of $150,000,000 225,000,000 of the net proceeds received by from the Company for sale of the Firm Units and the sale of Placement Units (as defined in Section 1.4.2) Private Warrants shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders Stockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative actual expenses and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company on the Closing Date upon delivery to the Representative of certificates representing the Firm Units (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Business Day” means any day other than a Saturday, Sunday, or any day on which national banks in New York, New York are not open for business, and the term “Public ShareholdersStockholders” means the holders of the Ordinary Shares Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including any of the Sponsor Respondents (as defined in Section 2.14 below) to the extent they acquire such Common Stock in the Sponsor acquires such Ordinary Shares Offering or in the aftermarket (and solely with respect to such Ordinary Sharesshares). “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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first third (1st3rd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. On the Closing Date, payable as follows: $150,000,000 180,000,000 of the net proceeds received by from the Company for sale of the Firm Units and the sale of Placement Private Units (as defined in Section 1.4.21.4.2 herein) shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below)Shareholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Business Day” 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 the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including any of the Sponsor Insiders (as defined in Section 1.4.1 below) to the extent the Sponsor acquires they acquire such Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such Ordinary Sharesshares). “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.

Payment and Delivery. Delivery and payment for the Firm Units Shares shall be made at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the UnitsFirm Shares at the offices of the Representatives, or at such earlier time and/or such other place as shall be agreed upon by the Representative and the Company, at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), or at such other place as shall be agreed upon by the Representative Representatives and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units Shares is called referred to herein as the “Closing Date.” Payment for the Firm Units Shares shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. On the Closing Date, payable as follows: an aggregate of $150,000,000 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 the sale of Placement Units (as defined in Section 1.4.2) shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders Stockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative actual expenses and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company on the Closing Date upon delivery to the Representative of certificates representing the Firm Shares (in form and substance reasonably satisfactory to the RepresentativeRepresentatives) 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 Representative Representatives may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative Representatives 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 any of the Firm Units Shares except upon tender of payment by the Representative Representatives for all the Firm UnitsShares. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of 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 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 Shares shall be made at 10:00 a.m., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the UnitsFirm Shares, or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“SichenziaGM”), or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units Shares is called the “Closing Date.” Payment for the Firm Units Shares shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 200,000,000 of the proceeds received by the Company for the Firm Units Shares and the sale of Placement Units Shares (as defined in Section 1.4.21.3.2) shall be deposited in the trust account (“Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (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 (the “TrusteeCST”). The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative commissions and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 belowAgreement), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Units Shares (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units Shares for deliveryissuance, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver issue any of the Firm Units Shares except upon tender of payment by the Representative for all the Firm UnitsShares. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor it acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than a Saturday, Sunday a Sunday, or other a legal holiday or a day on which commercial banks in The City of New York banking institutions or trust companies are authorized or required obligated by law to remain closedclose in New York City.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: . The Company shall receive an aggregate of approximately $150,000,000 125,900,000 net proceeds from the sale of the proceeds received by the Company for the Firm Units and the sale of Placement Units Private Warrants (as defined in Section 1.4.2) 1.4.2 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 Shareholders (as defined below)Stockholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in 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 1.4.1 below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Units, or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“SichenziaGM”), or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units is called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 300,000,000 of the proceeds received by the Company for the Firm Units and the sale of Placement Units (as defined in Section 1.4.21.3.2) shall be deposited in the trust account (“Trust Account”) established by the Company for the benefit of the Public Shareholders Stockholders (as defined below), as described in the Registration Statement (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 (the “TrusteeCST”). The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative commissions and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 belowAgreement), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public ShareholdersStockholders” means the holders of the Ordinary Shares shares of Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor it acquires such Ordinary Shares shares of Common Stock in the aftermarket (and solely with respect to such Ordinary Sharesshares of Common Stock). “Business Day” means any day other than a Saturday, Sunday a Sunday, or other a legal holiday or a day on which commercial banks in The City of New York banking institutions or trust companies are authorized or required obligated by law to remain closedclose in New York City.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first third (1st3rd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. On the Closing Date, payable as follows: $150,000,000 of the net proceeds received by from the Company for sale of the Firm Units and the sale of Placement Private Units (as defined in Section 1.4.21.4.2 herein) shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below)Shareholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Business Day” 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 the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including any of the Sponsor Insiders (as defined in Section 1.4.1 below) to the extent the Sponsor acquires they acquire such Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such Ordinary Sharesshares). “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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the UnitsUnits (as defined in Section 1.2.1), or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel ArentFox Schiff LLP, counsel to the Underwriters (“SichenziaAFS”), or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units is are called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 100,000,000 of the proceeds received by the Company for the Firm Units and the sale of the Placement Units (as defined in Section 1.4.2) shall be deposited in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (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 & Equinti Trust Company (Company. The funds deposited in the “Trustee”)Trust Account shall include the Business Combination Fees payable to the Representative. The remaining proceeds received by the Company for the Firm Units and the sale of the Placement Units (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 belowAgreement), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Units (or through the facilities of the The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two one (21) full Business Days Day prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Firm Units for delivery, at least one two (12) full Business Day Days prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. The Representative may, at its option, delegate one of the other Underwriters (with such Underwriter’s consent) to take delivery of the Firm Units and the Option Units and to make payment therefor as set forth above and below. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (as defined belowin Section 1.4.1) and any officer or director of the Company, to the extent the Sponsor extent, he, she or it acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in The the City of New York are authorized or required by law to remain closed; provided, however, that for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in the City of New York are generally open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: . An aggregate of $150,000,000 50,000,000 of net proceeds from the proceeds received by the Company for sale of the Firm Units and the sale of Placement Private Units (as defined in Section 1.4.2) 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 Shareholders (as defined below)Shareholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Business Day” 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; 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 open for use by customers on such day. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including any of the Sponsor Insiders (as defined in Section 1.3.1 below) to the extent the Sponsor acquires they acquire such Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such Ordinary Sharesshares). “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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: . The Company shall receive an aggregate of approximately $150,000,000 101,750,000 of net proceeds from the proceeds received by the Company for sale of the Firm Units and the sale of Placement Private Units (as defined in Section 1.4.2) section 1.3.3), of which $101,000,000 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 Shareholders (as defined below)Shareholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”form annexed as an exhibit to the Registration Statement. The funds deposited in the Trust Account shall include an aggregate of $3,500,000 ($0.35 per Firm Unit), payable to the Underwriters as Deferred Underwriting Commission, in accordance with Section 1.5 hereof. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in 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 1.3.1 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 at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 of . Of the proceeds received by the Company for from the sale of the Firm Units and the sale of Placement Private Units (as defined in Section 1.4.2) section 1.3.3), an aggregate of $100,500,000 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 Shareholders (as defined below)Shareholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company Company, as trustee (the “TrusteeCST&T”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.in

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on the first (1st) fourth Business Day (as defined below) following the commencement of trading effective date of the Units, Registration Statement or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of M▇▇▇▇▇▇▇▇ Will & E▇▇▇▇ LLP (“M▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), ) or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units is are called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds, payable as follows: $150,000,000 50,000,000 of the proceeds received by the Company for the Firm Units and the sale of Placement Units Warrants (as defined in Section 1.4.21.3) shall be deposited (or with respect to the $1,850,000 of the 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 Shareholders (as defined below), public stockholders as described in the Registration Statement (as defined in Section 2.1.1“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”) and the “Trustee”). The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, shall be paid (subject to Section 3.12 hereof) to the order of the Company upon delivery to the Representative you of certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means shall mean any day other than a Saturday, a Sunday or other a legal holiday or a day on which commercial banks in The City of New York banking institutions or trust companies are authorized or required obligated by law to remain closedclose in New York City.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the UnitsUnits (as defined in Section 1.2.1), or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLPDLA Piper LLP (US), counsel to the Underwriters (“SichenziaDLA Piper”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units is called the “Closing Date.” ”. Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal federal (same day) funds, payable as follows: $150,000,000 200,000,000 of the proceeds received by the Company for the Firm Units and the sale of the Private Placement Units Warrants (as defined in Section 1.4.2) shall be deposited in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (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 Odyssey Transfer & and Trust Company (the “TrusteeOdyssey”). The remaining proceeds received by the Company for the Firm Units and the sale of the Private Placement Warrants (less commissions, a cash payment of $1,000,000 to the Representative commissions and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 belowAgreement), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Units (or through the facilities of the The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. The Representative may, at its option, delegate one of the other Underwriters (with such Underwriter’s consent) to take delivery of the Firm Units and the Option Units (as defined in Section 1.2.1) and to make payment therefor as set forth above and below. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (as defined belowin Section 1.4.1) and any officer or director of the Company, to the extent the Sponsor extent, he, she or it acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). 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 at 10:00 a.m., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the UnitsUnits (as defined in Section 1.2.1), or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLPDLA Piper LLP (US), counsel to the Underwriters (“SichenziaDLA Piper”), or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units is are called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 70,000,000 of the proceeds received by the Company for the Firm Units and the sale of the Placement Units (as defined in Section 1.4.2) shall be deposited in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (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 (the “TrusteeCST”). The remaining proceeds received by the Company for the Firm Units and the sale of the Placement Units (less commissions, a cash payment of $1,000,000 to the Representative commissions and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 belowAgreement), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Units (or through the facilities of the The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. The Representative may, at its option, delegate one of the other Underwriters (with such Underwriter’s consent) to take delivery of the Firm Units and the Option Units and to make payment therefore as set forth above and below. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (as defined belowin Section 1.4.1), BBG (as defined in Section 1.4.1) and any officer or director of the Company, to the extent the Sponsor extent, he, she or it acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in The the City of New York are authorized or required by law to remain closed; provided, however, that for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in the City of New York are generally open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the UnitsUnits (as defined in Section 1.2.1), or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Carmel & Schole LLP, counsel to the Underwriters (“SichenziaEGS”), or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units is are called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 200,000,000 of the proceeds received by the Company for the Firm Units and the sale of the Placement Units (as defined in Section 1.4.2) shall be deposited in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (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 & Equiniti Trust Company Company, LLC (the “TrusteeEquiniti”). The remaining proceeds received by the Company for the Firm Units and the sale of the Placement Units (less commissions, a cash payment of $1,000,000 to the Representative commissions and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 belowAgreement), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Units (or through the facilities of the The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. The Representative may, at their option, delegate one of the other Underwriters (with such Underwriter’s consent) to take delivery of the Firm Units and the Option Units and to make payment therefor as set forth above and below. As used herein, the term “Public Shareholders” means the holders of the Ordinary Public Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (as defined belowin Section 1.4.1) and any officer or director of the Company, to the extent the Sponsor extent, he, she or it acquires such Ordinary Public Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in The the City of New York are authorized or required by law to remain closed; provided, however, that for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in the City of New York are generally open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier other time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 the proceeds from the Offering, inclusive of the proceeds received by the Company for the Firm Units and the sale of Placement Units Deferred Underwriting Commission (as defined described in Section 1.4.2) 1.6(b)), shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.12.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company (substantially in the “Trustee”). The remaining proceeds (less commissions, a cash payment of $1,000,000 form annexed as an exhibit to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described Registration Statement, along with such portion of the gross proceeds from the sale of the Private Units (as defined in Section 1.3 below), if any, 1.4.2) in order for the initial funds in the Trust Account to equal the product of (a) the number of Public Units sold and (b) $10.125. Such funds shall be paid to deposited into the order of the Company Trust Account, upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) DTC for the account of the UnderwritersRepresentative). The funds deposited in the Trust Account shall be disbursed upon the earlier of: (i) the closing of the Business Combination (as defined in Section 1.4.1), or (ii) that the Company fails to complete its initial Business Combination within 18 months from the Closing Date (or such longer period that may be extended through a shareholder approval), unless otherwise described in the Trust Agreement. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in New York, New York are generally 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 at 10:00 a.m., New York City time, on the first third (1st3rd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the offering of the Firm Units is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: . The Company shall receive an aggregate of $150,000,000 of the 35,000,000 proceeds received by the Company for the Firm Units and from the sale of Placement Units (as defined in Section 1.4.2) the Firm Units, all of which shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders Stockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1), the Statutory Prospectus (as defined in Section 2.1.1) and the Prospectus (as defined in Section 2.1.1), and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company (the “TrusteeCST&T”). The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, shall be paid to the order upon delivery of the Company upon delivery to the Representative of certificates (in the form and substance reasonably satisfactory to the Representative) 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 Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public ShareholdersStockholders” means the holders of the Ordinary Shares Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including any of the Sponsor Initial Stockholders (as defined belowin Section 2.25.1 herein) to the extent they acquire such Common Stock in the Sponsor acquires such Ordinary Shares Offering or in the aftermarket (and solely with respect to such Ordinary SharesCommon 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on [_______], 2026, in accordance with Rule 15c6-1 of the first (1st) Business Day Exchange Act (as defined in Section 2.1.2 below) following the commencement of trading of the Units, or at such earlier time as shall be agreed upon by the Representative and the Company), at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLPDLA Piper LLP (US), counsel to the Underwriters (“SichenziaDLA Piper”), or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units is called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 130,000,000 of the proceeds received by the Company for the Firm Units and the sale of Placement Units (as defined in Section 1.4.21.5.3) shall be deposited in the trust account (“Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (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 (the “Trustee”). The funds deposited in the Trust Account shall include an aggregate of $4,550,000 ($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, a cash payment of $1,000,000 to the Representative commissions and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 belowAgreement), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two one (21) full Business Days Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor Initial Shareholders (defined below) below to the extent the Sponsor acquires such Initial Shareholders acquire such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares)). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in 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 open for use by customers on such day. For purposes of this Agreement, “Initial Shareholders” shall mean the Sponsor (as defined in Section 1.5.1 hereof) and any other holders of Insider Shares (as defined in Section 1.5.1 hereof) prior to the Offering (or their permitted transferees).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: . The Company shall receive an aggregate of approximately $150,000,000 76,400,000 net proceeds from the sale of the proceeds received by the Company for the Firm Units and the sale of Placement Private Units (as defined in Section 1.4.2) section 1.3.3), of which $75,750,000 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 Shareholders (as defined below)Stockholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Insiders (as defined in Section 1.3.1 below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: . The Company shall receive an aggregate of approximately $150,000,000 102,200,000 net proceeds from the sale of the proceeds received by the Company for the Firm Units and the sale of Placement Units Private Warrants (as defined in Section 1.4.2) 1.3.3 herein), of which $101,000,000 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 Shareholders (as defined below)Shareholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in 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 at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: . The Company shall receive an aggregate of $150,000,000 101,650,000 net proceeds from the sale of the proceeds received by the Company for the Firm Units and the sale Private Units, of Placement Units (as defined in Section 1.4.2) which $101,000,000 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 Shareholders (as defined below)Stockholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Business Day” 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; 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 ShareholdersStockholders” means the holders of the Ordinary Shares Subunits sold as part of the Units in the Offering or acquired in the aftermarket, including any of the Sponsor Insiders (as defined in Section 1.3.1 below) to the extent they acquire such Subunits in the Sponsor acquires such Ordinary Shares Offering or in the aftermarket (and solely with respect to such Ordinary SharesSubunits). “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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP& Li LLC, counsel to the Underwriters (“SichenziaHTFL”), or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units is called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 50,500,000 of the proceeds received by the Company for the Firm Units and the sale of the Initial Placement Units (as defined in Section 1.4.2) shall be deposited in the trust account (“Trust Account”) at Deutsche Bank Trust Company Americas in the United States, established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (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 American Stock Transfer & Trust Company Company, LLC (the “TrusteeAST”), acting as trustee. The funds deposited in the Trust Account shall include an aggregate of $1,750,000, or up to $0.35 per Firm Unit, payable to the Underwriters as Deferred Underwriting Discounts, in accordance with Section 1.3 hereof. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative discounts and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 belowAgreement), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor Initial Shareholders (defined below) to the extent the Sponsor it acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in 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 at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: . An aggregate of $150,000,000 51,500,000 of net proceeds from the proceeds received by the Company for sale of the Firm Units and the sale of Placement Private Units (as defined in Section 1.4.2) 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 Shareholders (as defined below)Shareholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Business Day” 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; 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 open for use by customers on such day. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including any of the Sponsor Insiders (as defined in Section 1.3.1 below) to the extent the Sponsor acquires they acquire such Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such Ordinary Sharesshares). “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.

Payment and Delivery. Delivery and payment Payment of the purchase price for the Firm Units Securities shall be made at 10:00 a.m., New York City time, on April 17, 2024 (unless another time shall be agreed to by the first (1st) Business Day (as defined below) following Representatives and the commencement Company or unless postponed in accordance with the provisions of trading Section 8 hereof). The time at which such payment and delivery are actually made is hereinafter sometimes called the “time of purchase.” Delivery of the UnitsFirm Securities shall be made against payment by the Representatives of the purchase price thereof, to or upon the order of the Company by wire transfer payable in same-day funds to such bank account or accounts as the Company shall designate to the Underwriters at least two business days prior to the time of purchase or the additional time of purchase, as the case may be. Payment of the purchase price for the Additional Securities shall be made at the additional time of purchase in the same manner and at the same office as the payment for the Firm Securities. The Securities will be delivered to the Representatives for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company (“DTC”). The Securities shall be global notes registered in the name of Cede & Co., as nominee for DTC. The interests of beneficial owners of the Securities will be represented by book entries on the records of DTC and participating members thereof. The certificates representing the Securities in definitive form shall be made available to the Underwriters for inspection at the New York City offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP (or such earlier time other place as shall be agreed upon reasonably acceptable to you) not later than 10:00 A.M. New York City time on the business day immediately preceding the time of purchase and any additional time of purchase. Firm Securities or Additional Securities to be represented by one or more definitive global securities in book entry form will be deposited at the Representative and time of purchase or the additional time of purchase, as the case may be, by or on behalf of the Company, with DTC or its designated custodian, and registered in the name of Cede & Co. Deliveries of the documents described in Section 6 hereof with respect to the purchase of the Securities shall be made at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ Carmel LLP▇▇▇▇, counsel to the Underwriters (“Sichenzia”)▇▇▇▇▇, or at such other place as shall be agreed upon by the Representative Representatives and the Company. The hour and , at 10:00 A.M., New York City time, on the date of delivery and payment for the Firm Units is called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 closing of the proceeds received by the Company for the Firm Units and the sale of Placement Units (as defined in Section 1.4.2) shall be deposited in the trust account (“Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (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 (the “Trustee”). The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any purchase of the Firm Units except upon tender of payment by Securities or the Representative for all Additional Securities, as the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closedcase may be.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 of . Of the proceeds received by the Company for from the sale of the Firm Units and the sale of Placement Private Units (as defined in Section 1.4.2) section 1.3.3), an aggregate of $61,200,000 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 Shareholders (as defined below)Shareholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company Company, as trustee (the “TrusteeCST&T”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in 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 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 1.3.1 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 at 10:00 a.m., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the UnitsUnits (as defined in Section 1.2.1), or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (US), counsel to the Underwriters (“▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia▇▇”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units is called the “Closing Date.” ”. Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal federal (same day) funds, payable as follows: $150,000,000 200,000,000 of the proceeds received by the Company for the Firm Units and the sale of the Private Placement Units (as defined in Section 1.4.21.3.2) shall be deposited in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (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 Odyssey Transfer & Trust Company (the “TrusteeOdyssey”). The remaining proceeds received by the Company for the Firm Units and the sale of the Private Placement Units (less commissions, a cash payment of $1,000,000 to the Representative commissions and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 belowAgreement), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Units (or through the facilities of the The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. The Representative may, at its option, delegate one of the other Underwriters (with such Underwriter’s consent) to take delivery of the Firm Units and the Option Units (as defined in Section 1.2.1) and to make payment therefor as set forth above and below. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (as defined belowin Section 1.3.1) and any officer or director of the Company, to the extent the Sponsor extent, he, she or it acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). 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 at 10:00 a.m., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Units, or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLPDLA Piper LLP (US), counsel to the Underwriters (“SichenziaDLA”), or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units is called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 306,000,000 of the proceeds received by the Company for the Firm Units and the sale of Placement Units Warrants (as defined in Section 1.4.21.3.2) shall be deposited in the trust account (“Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (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 (the “TrusteeCST”). The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative commissions and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 belowAgreement), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below), Pala Investments Limited (“Pala”) and ▇▇▇▇ Capital Partners, LLC ( “▇▇▇▇”) to the extent the Sponsor acquires they acquire such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in 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 at 10:00 a.m.A.M., New York City time, on the first third (1st3rd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: . The Company shall receive an aggregate of $150,000,000 126,100,000 of net proceeds from the proceeds received by the Company for sale of the Firm Units and the sale of Placement Private Units (each as defined in Section 1.4.2) below), of which $125,625,000 shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company (the “TrusteeCST&T”). The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including any of the Sponsor Insiders (as defined belowin Section 1.4.1 herein) to the extent the Sponsor acquires they acquire 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 Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on the first third (1st3rd) Business Day (as defined below) following the commencement of trading of the Units, or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of ▇Ellenoff ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters & Schole LLP (“SichenziaEGS”), ) or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units is called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 142,290,000 of the proceeds received by the Company for the Firm Units and the sale of Placement Units (as defined in Section 1.4.2) shall be deposited in the trust account (“Trust Account”) established by the Company for the benefit of the Public Shareholders Stockholders (as defined below)) and the Representative, as described in the Registration Statement (as defined in Section 2.1.1“Trust Account”) pursuant to the terms of an Investment Management Trust Account Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company (the “TrusteeCST”). The Representative shall also deposit in the Trust Account an aggregate of $7,650,000 ($0.50 per Firm Unit), payable to the Representative as a Deferred Underwriting Commission, in accordance with Section 1.3 hereof. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative commissions and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 belowAgreement), if any, shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public ShareholdersStockholders” means the holders of the Ordinary Shares Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including any Company stockholder prior to the Sponsor (defined below) Offering to the extent the Sponsor acquires they acquire such Ordinary Shares Common Stock in the aftermarket (and solely with respect to such Ordinary SharesCommon Stock). “Business Day” means shall mean any day other than a Saturday, a Sunday or other a legal holiday or a day on which commercial banks in The City of New York banking institutions or trust companies are authorized or required obligated by law to remain closedclose in New York City.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: . An aggregate of $150,000,000 151,500,000 of net proceeds from the proceeds received by the Company for sale of the Firm Units and the sale of Placement Private Units (as defined in Section 1.4.2) 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 Shareholders (as defined below)Stockholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in 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 at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: . The Company shall receive an aggregate of $150,000,000 121,850,000 net proceeds from the sale of the proceeds received by the Company for the Firm Units and the sale Private Units, of Placement Units (as defined in Section 1.4.2) which $121,200,000 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 Shareholders (as defined below)Stockholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Business Day” 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; 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 ShareholdersStockholders” means the holders of the Ordinary Shares Subunits sold as part of the Units in the Offering or acquired in the aftermarket, including any of the Sponsor Insiders (as defined in Section 1.3.1 below) to the extent they acquire such Subunits in the Sponsor acquires such Ordinary Shares Offering or in the aftermarket (and solely with respect to such Ordinary SharesSubunits). “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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative Representatives and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to either of the Underwriters (“Sichenzia”), Representatives or at such other place as shall be agreed upon by the Representative Representatives and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of The Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: . The Company shall receive an aggregate of approximately $150,000,000 80,820,000 net proceeds from the sale of the proceeds received by the Company for the Firm Units and the sale of Placement Units Private Warrants (as defined in Section 1.4.2) section 1.3.3), of which $80,000,000 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 Shareholders (as defined below)Shareholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the RepresentativeRepresentatives) 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 Representative Representatives may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative Representatives to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative Representatives for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in 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 Company’s officers, directors and holders of Founder Shares (defined in Section 1.3.1) 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 at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: . The Company shall receive an aggregate of approximately $150,000,000 101,900,000 net proceeds from the sale of the proceeds received by the Company for the Firm Units and the sale of Placement Units Private Warrants (as defined in Section 1.4.2) 1.4.2 herein), of which $101,000,000 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 Shareholders (as defined below)Stockholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in 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 1.4.1 below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: . An aggregate of $150,000,000 40,000,000 of net proceeds from the proceeds received by the Company for sale of the Firm Units and the sale of Placement Private Units (as defined in Section 1.4.2) 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 Shareholders (as defined below)Shareholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Business Day” 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; 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 Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including any of the Sponsor Insiders (as defined in Section 1.4.1 below) to the extent the Sponsor acquires they acquire such Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such Ordinary Sharesshares). “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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first third (1st3rd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: . The Company shall receive an aggregate of $150,000,000 105,032,500 of proceeds from the proceeds received by the Company for sale of the Firm Units and the sale of Placement Units Private Warrants (as defined in Section 1.4.2) 1.3.2 below), net of discounts and commissions, of which $104,000,000 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 Shareholders Stockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.12.1.1 hereof) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company (the “TrusteeCST&T”). The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Business Day” 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 ShareholdersStockholders” means the holders of the Ordinary Shares Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including any of the Sponsor Insiders (as defined belowin Section 1.3.1 herein) to the extent they acquire such Common Stock in the Sponsor acquires such Ordinary Shares Offering or in the aftermarket (and solely with respect to such Ordinary Sharesshares). “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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the UnitsFirm Units at the offices of the Representative, or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), or at and/or such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. On the Closing Date, payable as follows: an aggregate of $150,000,000 200,000,000 of the net proceeds received by from the Company for sale of the Firm Units and the sale of Placement Private Units (as defined in Section 1.4.2) shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders Stockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.12.1.1below) 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative actual expenses and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company on the Closing Date upon delivery to the Representative of certificates representing the Firm Units (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Business Day” means any day other than a Saturday, Sunday, or any day on which national banks in New York, New York are not open for business, and the term “Public ShareholdersStockholders” means the holders of the Ordinary Shares Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including any of the Sponsor Respondents (as defined in Section 2.14 below) to the extent they acquire such Common Stock in the Sponsor acquires such Ordinary Shares Offering or in the aftermarket (and solely with respect to such Ordinary Sharesshares). “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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: . The Company shall receive an aggregate of approximately $150,000,000 102,500,000 net proceeds from the sale of the proceeds received by the Company for the Firm Units and the sale of Placement Units Private Warrants (as defined in Section 1.4.2) section 1.3.2), of which $101,500,000 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 Shareholders (as defined below)Stockholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Insiders (as defined in Section 1.3.1 below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: . The Company shall receive an aggregate of approximately $150,000,000 225,900,000 net proceeds from the sale of the proceeds received by the Company for the Firm Units and the sale of Placement Private Units (as defined in Section 1.4.2) section 1.3.3), of which $225,000,000 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 Shareholders (as defined below)Stockholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in 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 at 10:00 a.m., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the UnitsMarch [●], 2025, or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel Holland & Knight LLP, counsel to the Underwriters (“SichenziaHK”), or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units is called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: . The Company shall receive an aggregate of approximately $150,000,000 61,052,500 from the sale of the proceeds received by the Company for the Firm Units and the sale of Private Placement Units (as defined in Section 1.4.2) of which $60,000,000 shall be deposited in the trust account (“Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (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 (the “TrusteeCST”). The funds deposited in the Trust Account shall include an aggregate of $2,400,000 ($0.40 per Firm Unit), payable to the Underwriters as Deferred Underwriting Commission, in accordance with Section 1.3 hereof. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative commissions and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 belowAgreement), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in 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 at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the UnitsFirm Units at the offices of the Representative, or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), or at and/or such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. On the Closing Date, payable as follows: an aggregate of $150,000,000 of the net proceeds received by from the Company for sale of the Firm Units and the sale of Private Placement Units (as defined in Section 1.4.2) Warrants shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders Stockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative actual expenses and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company on the Closing Date upon delivery to the Representative of certificates representing the Firm Units (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Business Day” means any day other than a Saturday, Sunday, or any day on which national banks in New York, New York are not open for business, and the term “Public ShareholdersStockholders” means the holders of the Ordinary Shares Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including any of the Sponsor Respondents (as defined in Section 2.14 below) to the extent they acquire such Common Stock in the Sponsor acquires such Ordinary Shares Offering or in the aftermarket (and solely with respect to such Ordinary Sharesshares). “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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Units, or at such earlier time as shall be agreed upon by the Representative Representatives and the Company, at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, P.A., counsel to the Underwriters (“SichenziaGT”), or at such other place as shall be agreed upon by the Representative Representatives and the Company. The hour and date of delivery and payment for the Firm Units is called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 175,875,000 of the aggregate proceeds received by the Company for the Firm Units and the sale of the Placement Units and the Restricted Class A Shares (as defined in Section 1.4.2) shall be deposited in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company Odyssey Transfer and Continental Stock Transfer & Trust Company (the “TrusteeOdyssey”). Of this amount, (i) the Representatives shall cause to be deposited $481,250 in the Trust Account and (ii) the Company and/or its designees shall cause to be deposited $393,750 in the Trust Account, such that the aggregate amount of funds deposited in the Trust Account shall be $10.05 per Firm Unit sold in the Offering. The funds deposited in the Trust Account shall include an aggregate of $7,000,000 ($0.40 per Firm Unit), up to which amount shall be payable to the Representatives as Deferred Underwriting Commission, in accordance with Section 1.3 hereof. The remaining proceeds received by the Company for the Firm Units (less commissions, a cash payment of $1,000,000 to the Representative commissions and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 belowAgreement), if any, shall be paid to the order of the Company upon delivery to the Representative Representatives of certificates (in form and substance satisfactory to the RepresentativeRepresentatives) representing the Firm Units (or through the facilities of the The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two (2) full Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representative Representatives to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative Representatives for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Public Shares sold as part of the Units (as defined below) in the Offering or acquired in the aftermarket, including the Sponsor HoldCo (defined below) and any officer or director of the Company, to the extent the Sponsor extent, he, she or it acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than a Saturday, Sunday a Sunday, or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, that for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the UnitsUnits (as defined in Section 1.2.1), or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (US), counsel to the Underwriters (“▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia▇▇”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units is called the “Closing Date.” ”. Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal federal (same day) funds, payable as follows: $150,000,000 250,000,000 of the proceeds received by the Company for the Firm Units and the sale of the Private Placement Units Unitss (as defined in Section 1.4.21.3.2) shall be deposited in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (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 Odyssey Transfer & Trust Company (the “TrusteeOdyssey”). The remaining proceeds received by the Company for the Firm Units and the sale of the Private Placement Units (less commissions, a cash payment of $1,000,000 to the Representative commissions and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 belowAgreement), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Units (or through the facilities of the The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. The Representative may, at its option, delegate one of the other Underwriters (with such Underwriter’s consent) to take delivery of the Firm Units and the Option Units (as defined in Section 1.2.1) and to make payment therefor as set forth above and below. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (as defined belowin Section 1.3.1) and any officer or director of the Company, to the extent the Sponsor extent, he, she or it acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). 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 at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the UnitsFirm Units at the offices of the Representative, or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), or at and/or such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. On the Closing Date, payable as follows: an aggregate of $150,000,000 240,000,000 of the net proceeds received by from the Company for sale of the Firm Units and the sale of Placement Private Units (as defined in Section 1.4.2) shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders Stockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.12.1.1below) 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative actual expenses and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company on the Closing Date upon delivery to the Representative of certificates representing the Firm Units (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Business Day” means any day other than a Saturday, Sunday, or any day on which national banks in New York, New York are not open for business, and the term “Public ShareholdersStockholders” means the holders of the Ordinary Shares Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including any of the Sponsor Respondents (as defined in Section 2.14 below) to the extent they acquire such Common Stock in the Sponsor acquires such Ordinary Shares Offering or in the aftermarket (and solely with respect to such Ordinary Sharesshares). “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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: . The Company shall receive an aggregate of $150,000,000 101,500,000 net proceeds from the sale of the proceeds received by the Company for the Firm Units and the sale Private Units, of Placement Units (as defined in Section 1.4.2) which $100,500,000 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 Shareholders (as defined below)Stockholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Business Day” 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 ShareholdersStockholders” means the holders of the Ordinary Shares Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including any of the Sponsor Respondents (as defined in Section 2.14 below) to the extent they acquire such Common Stock in the Sponsor acquires such Ordinary Shares Offering or in the aftermarket (and solely with respect to such Ordinary Sharesshares). “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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: . The Company shall receive an aggregate of approximately $150,000,000 55,600,000 net proceeds from the sale of the proceeds received by the Company for the Firm Units and the sale of Placement Private Units (as defined in Section 1.4.2) section 1.3.2), of which $55,000,000 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 Shareholders (as defined below)Stockholders, as described in the Registration Statement (as defined in Section 2.1.12.1.1 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 “Trustee”)form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two (2) full Business Days (defined below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in 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 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 1.4.1 below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m.A.M., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the UnitsFirm Units at the offices of the Representative, or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), or at and/or such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of The Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. On the Closing Date, payable as follows: an aggregate of $150,000,000 105,000,000 of the net proceeds received by from the Company for sale of the Firm Units and the sale of Private Placement Units (as defined in Section 1.4.2below) shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.12.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company Efficiency INC. (the “TrusteeEfficiency”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, a cash payment of $1,000,000 to the Representative actual expenses and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 below), if any, Agreement) shall be paid to the order of the Company on the Closing Date upon delivery to the Representative of certificates representing the Firm Units (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the 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 Representative may request in writing at least two one (21) full Business Days Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “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 Shareholders” means the holders of the Class A Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including any of the Sponsor Respondents (as defined in Section 2.14 below) to the extent the Sponsor acquires they acquire such Class A Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such Ordinary Sharesshares). “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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the UnitsUnits (as defined in Section 1.2.1), or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLPDLA Piper LLP (US), counsel to the Underwriters (“SichenziaDLA Piper”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units is called the “Closing Date.” ”. Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal federal (same day) funds, payable as follows: $150,000,000 200,000,000 of the proceeds received by the Company for the Firm Units and the sale of the Private Placement Units Warrants (as defined in Section 1.4.2) shall be deposited in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (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 Odyssey Transfer & and Trust Company (the “TrusteeOdyssey”). The remaining proceeds received by the Company for the Firm Units and the sale of the Private Placement Warrants (less commissions, a cash payment of $1,000,000 to the Representative commissions and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described in Section 1.3 belowAgreement), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Units (or through the facilities of the The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. The Representative may, at its option, delegate one of the other Underwriters (with such Underwriter’s consent) to take delivery of the Firm Units and the Option Units and to make payment therefor as set forth above and below. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (as defined belowin Section 1.4.1) and any officer or director of the Company, to the extent the Sponsor extent, he, she or it acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). 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 at 10:00 a.m., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier other time as shall be agreed upon by the Representative and the Company, Company at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, counsel to the Underwriters (“Sichenzia”), Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is called referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 50,000,000 of the gross proceeds received by from the Company for Offering, inclusive of the Firm Units and the sale of Placement Units Deferred Underwriting Commission (as defined in Section 1.4.2) 1.6(b)), shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.12.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Odyssey Transfer & and Trust Company (“Odyssey”) substantially in the “Trustee”). The remaining proceeds (less commissions, a cash payment of $1,000,000 form annexed as an exhibit to the Representative and actual expense payments or other fees payable pursuant to this Agreement and excluding any Deferred Underwriting Commissions described Registration Statement, along with such portion of the gross proceeds from the sale of the Private Units (as defined in Section 1.3 below), if any, 1.4.2) in order for the initial funds in the Trust Account to equal the product of the number of Public Units sold and the Public Offering Price. Such funds shall be paid to deposited into the order of the Company Trust Account, upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) DTC for the account of the UnderwritersRepresentative). The funds deposited in the Trust Account shall be disbursed upon the earlier of: (i) the closing of the Business Combination, or (ii) the date that is 18 months from the closing of the Business Combination (or such longer period that may be extended through shareholder approval) in the event that the Company fails to complete the Business Combination. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two one (21) full Business Days Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home,” “shelter- in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in New York, New York are generally 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).