Common use of Purchase of Firm Units Clause in Contracts

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 units (the “Firm Units”) the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto at a purchase price of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par value, of the Company (the “Common Stock”), and one half of one redeemable warrant (the “Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from an aggregate of 20,000,000 units (“Firm Units”) of the Company, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Underwriters, severally and not jointly, an aggregate of 20,000,000 units (agree to purchase from the “Firm Units”) Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A attached hereto at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par value, of the Company (the “Common Stock”), and one one-half of one redeemable warrant (the “Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the shares of Common Stock and the Warrants included in the Firm Units trade separately until prior to the Business Day (as defined below) after (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (the “Initial 8-K”) that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Unit Private Placement (as defined in Section 1.4.2below) and updated another Current Report on Form 8-K or an amendment to the Initial 8-K to update financial information with respect to any proceeds the Company receives has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of such option proceeds is exercised prior to not reflected in the filing of the Form Initial 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months one year from the Closing Date (as defined below) or and 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, reorganization or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption of the Warrants or liquidationliquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share and only whole Warrants are exercisable.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 15,000,000 units (the “Firm Units”) of the number of Firm Units Company, as set forth opposite the name respective names of such Underwriter in the Underwriters set forth on Schedule A attached hereto hereto, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of Class A common stockthe Company, par value $0.0001 par value, of the Company per share (the “Common StockClass A Shares”), one-half (1/2) of one redeemable warrant (collectively, the “Warrants”), and one half right to purchase one-tenth of one redeemable warrant Class A ordinary share (the “WarrantsRight”). The Common Stock Class A Shares, Rights, and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock Class A Shares, Rights, and the Warrants included in the Firm Units trade separately until (ia) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Unit Private Placement (as defined in Section 1.4.2below) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (iib) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begincommence. Each whole Warrant entitles its holder to purchase one share of Common Stock Class A Share for $11.50 per share, subject to adjustment, commencing on the later of twelve 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) and expiring 5:00 p.m. New York time, on the date that is the five year anniversary of the consummation by of the Company Business Combination and (ii) the redemption of its initial Business Combination, the Class A Shares or earlier upon redemption or liquidationliquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, Underwriters and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 units (the “Firm Units”) of the number of Firm Units Company, as set forth opposite the name respective names of such Underwriter in the Underwriters on Schedule A attached hereto hereto, at a purchase price (net of discounts and commissions) of $9.80 9.95 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par value, of the Company (the “Common Stock”), and one one-half of one redeemable warrant (the “Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement Placements (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the such Current Report on Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or and 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption of the Common Stock or liquidationliquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 25,000,000 units (the “Firm Units”) of the number of Firm Units Company, as set forth opposite the name respective names of such Underwriter in the Underwriters on Schedule A attached hereto hereto, at a purchase price (net of discounts and commissions and the Deferred Underwriting Commission described in Section 1.3 below) of $9.80 9.45 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, of the Company (the “Common Stock”), and one one-half of one redeemable public warrant (the “Public Warrants”). The Common Stock and the Public Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof unless the Representative determines Representatives determine to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the shares of Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, consolidation, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or companies (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption of the Common Stock or liquidationliquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from an aggregate of 12,500,000 units (“Firm Units”) of the Company, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Underwriters, severally and not jointly, an aggregate of 20,000,000 units (agree to purchase from the “Firm Units”) Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A attached hereto at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par value, of the Company (the “Common Stock”), and one one-half of one redeemable warrant (the “Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the shares of Common Stock and the Warrants included in the Firm Units trade separately until prior to the Business Day (as defined below) after (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (the “Initial 8-K”) that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Unit Private Placement (as defined in Section 1.4.2below) and updated another Current Report on Form 8-K or an amendment to the Initial 8-K to update financial information with respect to any proceeds the Company receives has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of such option proceeds is exercised prior to not reflected in the filing of the Form Initial 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months one year from the Closing Date (as defined below) or and 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, reorganization or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption of the Warrants or liquidationliquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share and only whole Warrants are exercisable.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, severally and not jointly, to the several Underwriters, an aggregate of 7,500,000 units ("Firm Units") of the Company, at a purchase price (net of discounts and commissions) of $7.44 per Firm Unit (including discounts and commissions of $0.16 that will not be paid to the Underwriters unless and until a Business Combination (as defined below) has been consummated by the Company) ("Contingent Underwriting Discount"). The Underwriters, severally and not jointly, agree (i) that they will not seek payment of the Contingent Underwriting Discount unless and the Underwriters agree to purchase from until a Business Combination has been consummated by the Company, and (ii) that the Contingent Underwriting Discount shall be placed in the Trust Fund (as defined in Section 1.1.2) and held until the Business Combination has been consummated. The Company agrees that it shall pay such Contingent Underwriting Discounts only upon consummation of such Business Combination. The Underwriters, severally and not jointly, an aggregate of 20,000,000 units (agree to purchase from the “Firm Units”) Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $9.80 7.44 per Firm Unit. The Firm Units are to be offered initially to the public (the “"Offering”") at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one share of Class A the Company's common stock, par value $0.0001 par value, of the Company .0001 per share (the “"Common Stock”"), and one half of one redeemable warrant (the “Warrants”"Warrant(s)"). The shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date ("Effective Date") of the date hereof Registration Statement (as defined in Section 2.1.1 hereof) unless MJ informs the Representative determines Company of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, but in no event will MJ allow separate trading until the Common Stock preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the Warrants included in the Firm Units trade separately until (i) the Company has filed filing of a Current Report on Form 8-K with the Securities and Exchange Commission (the “"Commission”") a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds by the Company receives from the exercise of the Over-allotment Option (defined below) if which includes such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will beginbalance sheet. Each whole Warrant entitles its holder to exercise it to purchase one share of Common Stock for $11.50 per share, subject to adjustment, 6.00 during the period commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination or one year from the Effective Date and terminating on the four-year anniversary of the Effective Date. "Business Combination" shall mean any merger, capital stock exchange, asset acquisition or earlier upon redemption or liquidationother similar business combination consummated by the Company with an operating business (as described more fully in the Registration Statement).

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 units (the “Firm Units”) ), ratably in accordance with the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, at a purchase price of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par valuevalue per share, of the Company (the “Class A Common Stock”), and one one-half of one redeemable public warrant (the “Public Warrants”). The Class A Common Stock and the Public Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof unless the Representative determines Representatives determine to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Common Stock and the Public Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, severally and not jointly, to the several Underwriters, an aggregate of 6,000,000 units (“Firm Units”) of the Company, at a purchase price of $5.79 per Firm Unit (subject to adjustment in respect of the Deferred Compensation which may be paid to the Underwriters in accordance with Section 1.1.3 hereof) (the “Purchase Price”). The Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 units (the “Firm Units”) Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A I attached hereto and made a part hereof at a purchase price of $9.80 per Firm Unitthe Purchase Price. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 6.00 per Firm Unit. Each Firm Unit consists of one share of Class A the Company’s common stock, par value $0.0001 par value, of the Company .0001 per share (the “Common Stock”), and one half of one redeemable warrant two warrants (the “WarrantsWarrant(s)”). The shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until the 52nd day following earlier to occur of (i) the date hereof unless expiration of the Representative determines Underwriters’ option to allow earlier separate trading. Notwithstanding purchase up to 900,000 additional units to cover over-allotments or (ii) 20 trading days after the immediately preceding sentenceexercise in full by the Underwriters of such option (the “Separation Date”), but in no event will the Common Stock and the Warrants included in the Firm Units trade separately until (i) Representative allow separate trading before an audited balance sheet has been prepared reflecting receipt by the Company has of the gross proceeds of the Offering and filed with the Securities and Exchange Commission (the “Commission”) with a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. K. Each whole Warrant entitles its holder to exercise it to purchase one share of Common Stock for $11.50 per share, subject to adjustment, 5.00 during the period commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial “Business Combination” or one year from the effective date (“Effective Date”) of the Registration Statement (as defined in Section 2.1.1 hereof) and terminating on the four-year anniversary of the Effective Date. “Business Combination” shall mean the acquisition by the Company, whether by merger, capital stock exchange, asset or earlier upon redemption stock acquisition or liquidationother similar type of transaction or a combination of the foregoing, of one or more companies operating in the media and advertising industry in China (as described more fully in the Registration Statement).

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, severally and not jointly, to the several Underwriters, an aggregate of 250,000 Series A Units ("Series A Units") and 1,250,000 Series B Units ("Series B Units" and together with the Series A Units, the "Firm Units") of the Company, at a purchase price (net of discounts and commissions) of $9.765 per Series A Unit and $9.393 per Series B Unit. The Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 units (the “Firm Units”) Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $9.80 9.765 per Firm Series A Unit and $9.393 per Series B Unit. The Firm Series A Units and Series B Units are to be offered initially to the public (the “"Offering”") at the offering price of $10.00 10.50 and $10.10 per Firm Series A Unit and Series B Unit, respectively. Each Firm Series A Unit consists of one share two shares of Class A the Company's common stock, par value $0.0001 par value.0001 per share ("Common Stock"), five Class W Warrants ("Class W Warrants") and five Class Z Warrants ("Class Z Warrants" and together with the Class W Warrants, the "Warrants"). Each Series B Unit consists of two shares of the Company Company's Class B common stock, par value $.0001 per share (the “"Class B Common Stock”"), one Class W Warrant and one half of one redeemable warrant (the “Warrants”)Class Z Warrant. The shares of Common Stock, Class B Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date ("Effective Date") of the date hereof Registration Statement (as defined in Section 2.1.1 hereof) unless Xxxxxxx informs the Representative determines Company of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, but in no event will Xxxxxxx allow separate trading until the Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes preparation of an audited balance sheet of the Company reflecting receipt by the Company’s receipt Company of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when by the Company which includes such separate trading will beginbalance sheet. Each whole Class W Warrant entitles its holder to exercise it to purchase one share of Common Stock for $11.50 per share, subject to adjustment, 5.00 during the period commencing on the later of twelve months (i) one year from the Closing Effective Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidation.Registration

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from an aggregate of 15,000,000 units (“Firm Units”) of the Company, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Underwriters, severally and not jointly, an aggregate of 20,000,000 units (agree to purchase from the “Firm Units”) Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A attached hereto at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par value, of the Company (the “Common Stock”), and one half one-third of one redeemable warrant (the “Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the shares of Common Stock and the Warrants included in the Firm Units trade separately until prior to the Business Day (as defined below) after (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (the “Initial 8-K”) that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Unit Private Placement (as defined in Section 1.4.2below) and updated another Current Report on Form 8-K or an amendment to the Initial 8-K to update financial information with respect to any proceeds the Company receives has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of such option proceeds is exercised prior to not reflected in the filing of the Form Initial 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months one year from the Closing Date (as defined below) or and 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, reorganization or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption of the Warrants or liquidationliquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share and only whole Warrants are exercisable.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriterssell, severally and not jointly, and to the Underwriters agree to purchase from the Company, severally and not jointlyseveral Underwriters, an aggregate of 20,000,000 6,000,000 units (the “Firm Units”) of the Company at a purchase price (net of discounts and commissions, including the Deferred Underwriting Commission described in Section 1.3.1 below) of $9.50 per Firm Unit with respect to investors introduced by the Underwriters or $9.575 per Firm Unit with respect to investors introduced by the Sponsor (as defined below). The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A attached hereto and made a part hereof at a purchase price (net of discounts and commissions, including the Deferred Underwriting Commission described in Section 1.3.1 below) of $9.80 9.50 per Firm UnitUnit with respect to investors introduced by the Underwriters or $9.575 per Firm Unit with respect to investors introduced by the Sponsor. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit (or Option Unit, as applicable). Each Firm Unit (and Option Unit) consists of one (1) share of Class A common stockstock of the Company, par value $0.0001 par value, of the Company per share (the “Common Stock”), one (1) right to receive one-tenth (1/10) of a share of common stock upon the consummation of a Business Combination (as defined below) (the “Rights”) and one half of one (1) redeemable warrant (the “WarrantsWarrant”), each Warrant entitling the holder thereof to purchase one share of Common Stock; provided, however, the Company will not sell or issue fractional shares with respect to any Right or Warrant. The Common Stock Stock, the Rights and the Warrants included in the Firm Units (and the Option Units) will trade not be separately on transferable until the 52nd earlier of the 90th day following after the date hereof unless that the Representative determines to allow earlier separate trading. Notwithstanding Registration Statement (as defined below) is declared effective (the immediately preceding sentence, in no event will “Effective Date”) by the Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K that includes (“Form 8-K”) with the Commission containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued issuing a press release announcing when such separate trading will begin. Each whole In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. As described in the Prospectus (as defined herein), each Warrant entitles its the holder to purchase one share of Common Stock for at a price of $11.50 per share, subject to adjustment, full share during the period commencing on the later of twelve months from the Closing Date thirty (defined below30) or 30 days after the consummation by the Company closing of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidation.and terminating on the fifth (5th)

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 25,000,000 units (the “Firm Units”) of the number Company, at a purchase price (net of discounts and commissions and the Deferred Underwriting Commission described in Section 1.3 below) of $9.30 per Firm Units Unit, in the amounts set forth opposite the name of such Underwriter in their respective names on Schedule A attached hereto at and made a purchase price of $9.80 per Firm Unitpart hereof. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par value, of the Company (the “Common Stock”), and one one-half of one redeemable warrant, each whole warrant exercisable to purchase one share of Common Stock (the “Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Unit Private Placement Placements (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and has issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, reorganization or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption of the Common Stock or liquidationliquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 5,000,000 units (the “Firm Units”) of the number of Firm Units Company, as set forth opposite the name respective names of such Underwriter in the Underwriters on Schedule A attached hereto hereto, at a purchase price (net of discounts and commissions and the Deferred Underwriting Commission described in Section 1.3 below) of $9.80 9.825 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one ordinary share of Class A common stockthe Company, par value $0.0001 par value, of the Company per share (the “Common StockOrdinary Shares” and, individually, an “Ordinary Share”), ; one right (the “Rights”); and one half of one redeemable warrant (the “Warrants”). The Common Stock Ordinary Shares, Rights and the Warrants included in the Firm Units will trade separately on the 52nd fifty-second (52nd) day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock Ordinary Shares, Rights and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant Right entitles its the holder to purchase receive one-tenth of one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the Ordinary Share upon consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization, or similar business combination with one or more businesses (the “Business Combination”). Each Warrant entitles its holder to purchase one-half (1/2) of one Ordinary Share for $11.50 per full share, subject to adjustment, commencing on the later of (i) twelve months from the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2.1.1) or (ii) the consummation by the Company of a Business Combination and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption of the Ordinary Shares or liquidationliquidation of the Company. Rights must be exercised in multiples of at least ten and Warrants must be exercised in multiples of at least two.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, severally and not jointly, to the several Underwriters, an aggregate of 4,500,000 units (“ Firm Units”) of the Company, at a purchase price (net of discounts and commissions) of $7.44 per Firm Unit. The Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 units (the “Firm Units”) Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $9.80 7.44 per Firm Unit. The Firm Units are to be offered initially to the public (the ““ Offering”) at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one share of Class A the Company’s common stock, par value $0.0001 par value, of the Company .0001 per share (the ““ Common Stock”), and one half of one redeemable warrant (the “Warrants“ Warrant”). The shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date (“ Effective Date”) of the date hereof Registration Statement (as defined in Section 2.1.1 hereof) unless the Representative determines informs the Company, in writing, of its decision to allow earlier separate trading. Notwithstanding trading based on its assessment of the immediately preceding sentencerelative strengths of the securities markets and small capitalization companies in general, and the trading pattern of, and demand for, the Company’s securities in particular, but in no event will the Common Stock and Representative allow separate trading until the Warrants included in the Firm Units trade separately until business day after (i) the Company has filed with the Securities and Exchange Commission (the ““ Commission”) a Current Report on Form 8-K that which includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to 2.22.4), including any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) in Section 1.2.1), if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin, and (iii) the expiration of the Over-allotment Option or its exercise in full. Each whole Warrant entitles its holder to exercise it to purchase one share of Common Stock for $11.50 per share, subject to adjustment, 6.00 during the period commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial “Business Combination” or one year from the Effective Date of the Registration Statement and terminating on the four-year anniversary of the Effective Date. “ Business Combination” shall mean any merger, capital stock exchange, asset acquisition or earlier upon redemption other similar business combination consummated by the Company with one or liquidationmore operating businesses in the education industry (as described more fully in the Registration Statement (as defined in Section 2.1.1 below)).

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 10,000,000 units (the “Firm Units”) of the number of Firm Units Company, as set forth opposite the name respective names of such Underwriter in the Underwriters set forth on Schedule A attached hereto hereto, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stockstock of the Company, par value $0.0001 par value, of the Company per share (the “Common Stock”), and one half of one redeemable warrant and one right. Each warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share (collectively, the “Warrants”) and each right entitles the holder thereof to received one-tenth (1/10) of one share of Common Stock (the “WarrantsRights”). The Common Stock Stock, the Rights and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the shares of Common Stock Stock, the Rights and the Warrants included in the Firm Units trade separately until (ia) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement Warrants (as defined in Section 1.4.2below) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (iib) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidationcommence.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 10,000,000 units (the “Firm Units”) of the number of Firm Units Company, as set forth opposite the name respective names of such Underwriter in the Underwriters set forth on Schedule A attached hereto hereto, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stockstock of the Company, par value $0.0001 par value, of the Company per share (the “Class A Common Stock”), ) and one half right. Each right entitles the holder thereof to receive one-tenth (1/10) of one redeemable warrant share of the Class A Common Stock upon the consummation of our initial business combination (the “WarrantsRight”). The Class A Common Stock and the Warrants Rights included in the Firm Units will trade separately on the 52nd day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the shares of Class A Common Stock and the Warrants Rights included in the Firm Units trade separately until (ia) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement Warrants (as defined in Section 1.4.2below) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (iib) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidationcommence.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, severally and not jointly, to the several Underwriters, an aggregate of 3,500,000 units ("Firm Units") of the Company, at a purchase price (net of discounts and commissions) of $5.58 per Firm Unit. The Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 units (the “Firm Units”) Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $9.80 5.58 per Firm Unit. The Firm Units are to be offered initially to the public (the “"Offering”") at the offering price of $10.00 6.00 per Firm Unit. Each Firm Unit consists of one share of Class A the Company's common stock, par value $0.0001 par value, of the Company .0001 per share (the “"Common Stock”"), and one half of one redeemable warrant two warrants (the “Warrants”"Warrant(s)"). The shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date ("Effective Date") of the date hereof Registration Statement (as defined in Section 2.1.1 hereof) unless EBC informs the Representative determines Company of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, but in no event will EBC allow separate trading until the Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes preparation of an audited balance sheet of the Company reflecting receipt by the Company’s receipt Company of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when by the Company which includes such separate trading will beginbalance sheet. Each whole Warrant entitles its holder to exercise it to purchase one share of Common Stock for $11.50 per share, subject to adjustment, 5.00 during the period commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial "Business Combination" or one year from the Effective Date of the Registration Statement and terminating on the four-year anniversary of the Effective Date. "Business Combination" shall mean any merger, capital stock exchange, asset acquisition or earlier upon redemption or liquidationother similar business combination consummated by the Company with an operating business in the entertainment, media and communications industry (as described more fully in the Registration Statement).

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from an aggregate of 15,000,000 units (“Firm Units”) of the Company, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Underwriters, severally and not jointly, an aggregate of 20,000,000 units (agree to purchase from the “Firm Units”) Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A attached hereto at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par value, of the Company (the “Common Stock”), and one half one-third of one redeemable warrant (the “Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the shares of Common Stock and the Warrants included in the Firm Units trade separately until prior to the Business Day (as defined below) after (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (the “Initial 8-K”) that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Unit Private Placement (as defined in Section 1.4.2below) and updated another Current Report on Form 8-K or an amendment to the Initial 8-K to update financial information with respect to any proceeds the Company receives has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of such option proceeds is exercised prior to not reflected in the filing of the Form Initial 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, reorganization or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption of the Warrants or liquidationliquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share and only whole Warrants are exercisable.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 17,500,000 units (the “Firm Units”) ), ratably in accordance with the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, at a purchase price (net of discounts and commissions, excluding Deferred Underwriting Commission (as defined below)) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share ordinary share, of Class A common stock, $0.0001 par value, of the Company (the “Common StockOrdinary Shares”), ) and one one-half of one redeemable warrant (the “Warrants”). The Common Stock Ordinary Shares and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock Ordinary Shares and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Unit Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and (ii) the Company has issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock Ordinary Share for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganizationrecapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidationredemption; provided that the Warrants will expire earlier if the Company has not completed an initial Business Combination within the required time period and liquidates the Trust Account (defined below) in connection therewith.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 12,500,000 units (the “Firm Units”) ), ratably in accordance with the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, at a purchase price of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stockordinary share, of $0.0001 par value, of the Company (the “Common StockClass A Ordinary Share”), and one one-half of one redeemable warrant (the “Warrants”). The Common Stock Class A Ordinary Shares and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock Class A Ordinary Shares and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock Class A Ordinary Share for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointlyUnderwriter, and the Underwriters agree Underwriter agrees to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 4,000,000 units (the “Firm Units”) of the Company, at a purchase price (net of discounts and commissions and the Deferred Underwriting Commission described in Section 1.3 below) of $9.55 per Firm Unit; provided, however, that in the event that fewer than 2,000,000 Firm Units are purchased from the Underwriter by persons who were introduced to the Underwriter by the Company (as evidenced by the signature of an authorized person of both the Underwriter and the Company on Exhibit C hereto, which may be amended from time to time by signature of an authorized person of the Underwriter and the Company) (the “Introduced Parties”), the Underwriter shall be entitled to receive an additional amount equal to (i) (a) 2,000,000 minus (b) the number of Firm Units set forth opposite purchased by Introduced Parties, multiplied by (ii) $0.15 (the name of such Underwriter in Schedule A attached hereto at a purchase price of $9.80 per Firm Unit“Additional Amount”). The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stockordinary share, $0.0001 par value, of the Company (the “Common StockOrdinary Shares”), and one half right to receive one-tenth (1/10) of one redeemable warrant an Ordinary Share (the “WarrantsRights”). The Common Stock Ordinary Shares and the Warrants Rights included in the Firm Units will trade separately on the 52nd day tenth (10th) Business Day (as defined below) following the earlier of (i) the date hereof unless the Representative determines Over-allotment Option expires, (ii) the date the Over-allotment Option is exercised in full, and (iii) the date that the Underwriter advises the Company of its decision not to exercise all or any remaining portion of the Over-allotment Option and to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock Ordinary Shares and the Warrants Rights included in the Firm Units trade separately until the Business Day after (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and Offering, the Warrant Unit Private Placement (as defined in Section 1.4.21.5) and the Registered Unit Sale (as defined in Section 1.5) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant Right entitles its holder to purchase one share receive one-tenth (1/10) of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the an Ordinary Share upon consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, reorganization or similar business combination with involving the Company and one or more businesses or entities, or entering into contractual arrangements that give the Company control over such a business or entity (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidation).

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, severally and not jointly, to the several Underwriters, an aggregate of 12,500,000 units (“Firm Units”) of the Company, at a purchase price (net of discounts and commissions) of $7.60 per Firm Unit (including discounts and commissions of $0.16 that will not be paid to the Underwriters unless and until a Business Combination (as defined below) has been consummated by the Company). The Underwriters, severally and not jointly, agree that they will not seek payment of the discounts and commissions of $0.16 referred to in the preceding sentence unless and until a Business Combination has been consummated by the Company, and the Underwriters agree to purchase from the CompanyCompany agrees that it shall pay such discounts and commissions only upon consummation of such Business Combination. The Underwriters, severally and not jointly, an aggregate of 20,000,000 units (agree to purchase from the “Firm Units”) Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $9.80 7.60 per Firm UnitUnit (including discounts and commissions of $0.16 that will not be paid to the Underwriters unless and until a Business Combination has been consummated by the Company). The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one share of Class A the Company’s common stock, par value $0.0001 par value, of the Company .0001 per share (the “Common Stock”), and one half of one redeemable warrant (the “WarrantsWarrant(s)”). The shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date (“Effective Date”) of the date hereof Registration Statement (as defined below) unless MJ informs the Representative determines Company of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, but in no event will MJ allow separate trading until the Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes preparation of an audited balance sheet of the Company reflecting receipt by the Company’s receipt Company of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidation.Current

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, severally and not jointly, to the several Underwriters, an aggregate of 7,500,000 units (“Firm Units”) of the Company, at an initial purchase price (net of discounts and commissions) of $7.44 per Firm Unit (the “Initial Price”), subject to the delivery by the Underwriters of $0.16 per Firm Unit (the “Contingent Underwriting Discount”) to the Trustee to be deposited into the Trust Account (as such terms are defined below) to be held pending consummation by the Company of its initial Business Combination (as defined in the Company’s Amended and Restated Certificate of Incorporation). The Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 units (the “Firm Units”) Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $9.80 7.44 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one share of Class A the Company’s common stock, par value $0.0001 par value, of the Company .0001 per share (the “Common Stock”), and one half of one redeemable warrant (the “WarrantsWarrant(s)”). The shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date of the date hereof Registration Statement (as defined in Section 2.1.1 hereof) (“Effective Date”) unless the Representative determines informs the Company of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, but in no event will the Common Stock and Representative allow separate trading until the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes preparation of an audited balance sheet of the Company reflecting receipt by the Company’s receipt Company of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when by the Company which includes such separate trading will beginbalance sheet. Each whole Warrant entitles its holder to exercise it to purchase one share of Common Stock for $11.50 per share, subject to adjustment, 6.00 during the period commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, Combination or earlier upon redemption or liquidationone year from the Effective Date of the Registration Statement and terminating on the four-year anniversary of the Effective Date.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, severally and not jointly, to the several Underwriters, an aggregate of 6,125,000 units (“Firm Units”) of the Company at a purchase price (net of discounts and commissions) of $7.44 per Firm Unit (including discounts and commissions of $0.28 (referred to hereinafter as the “Deferred Commissions”) that will be paid to the Underwriters only upon consummation of a Business Combination (as defined below) by the Company). The Underwriters, severally and not jointly, agree that they will not seek payment of the Deferred Commissions unless and until a Business Combination has been consummated by the Company, and the Underwriters agree to purchase from the CompanyCompany agrees that it shall pay such discounts and commissions only upon consummation of such Business Combination. The Underwriters, severally and not jointly, an aggregate of 20,000,000 units (agree to purchase from the “Firm Units”) Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $9.80 7.44 per Firm UnitUnit (including the Deferred Commissions). The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par value, of the Company (the “Company’s Common Stock, par value $.0001 per share (“Shares”), and one half of one redeemable warrant (the “WarrantsWarrant(s)”). The Common Stock Shares and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date (“Effective Date”) of the date hereof Registration Statement (as defined in Section 2.1.1 hereof) unless the Representative determines informs the Company of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, but in no event will the Common Stock Representative allow separate trading until the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the Warrants included in the Firm Units trade separately until filing of a Current Report on Form 8-K (i“Closing 8-K”) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds by the Company receives from the exercise of the Over-allotment Option (defined below) if which includes such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will beginbalance sheet. Each whole Warrant entitles its holder to exercise it to purchase one share of Common Stock Share for $11.50 per share6.00, subject to adjustment, commencing on the later of twelve months ___________, 2009 [one year from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) Effective Date] and expiring on the five year anniversary of the consummation by the Company of its initial “Business Combination, or ” and terminating on the four-year anniversary of the Effective Date unless earlier upon redemption or liquidation.redeemed as provided in the Warrant Agreement (as defined in Section 2.21 hereof). “

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 27,500,000 units (the “Firm Units”) of the number of Firm Units Company, as set forth opposite the name respective names of such Underwriter in the Underwriters on Schedule A attached hereto hereto, at a purchase price of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stockstock of the Company, par value $0.0001 par value, of the Company per share (the “Common Stock”), one-sixteenth of one right (the “Rights”) and one half of one redeemable warrant (the “Warrants”). The Common Stock Stock, Rights and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the shares of Common Stock Stock, Rights and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Right entitles its holder to receive one share of Common Stock upon the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization, or similar business combination with one or more businesses (the “Business Combination”). Each Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) Combination and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption of the Common Stock or liquidationliquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 25,000,000 units (the “Firm Units”) the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto at a purchase price of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par value, of the Company (the “Common Stock”), and one half one-third of one redeemable warrant (the “Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 30,000,000 units (the “Firm Units”) ), ratably in accordance with the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, at a purchase price of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par valuevalue per share, of the Company (the “Class A Common Stock”), and one half one-third of one redeemable warrant (the “Warrants”). The Class A Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 17,500,000 units (the “Firm Units”) of the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto Company, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par value, of the Company (the “Common Stock”), and one half third of one redeemable warrant (the “Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Unit Private Placement (as defined in Section 1.4.21.3.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, severally and not jointly, to the several Underwriters, an aggregate of 7,500,000 units ("Firm Units") of the Company, at a purchase price (net of discounts and commissions) of $7.60 per Firm Unit (including discounts and commissions of $0.16 that will not be paid to the Underwriters unless and until a Business Combination (as defined below) has been consummated by the Company). The Underwriters, severally and not jointly, agree that they will not seek payment of the discounts and commissions of $0.16 referred to in the preceding sentence unless and until a Business Combination has been consummated by the Company, and the Underwriters agree to purchase from the CompanyCompany agrees that it shall pay such discounts and commissions only upon consummation of such Business Combination. The Underwriters, severally and not jointly, an aggregate of 20,000,000 units (agree to purchase from the “Firm Units”) Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $9.80 7.60 per Firm UnitUnit (including discounts and commissions of $0.16 that will not be paid to the Underwriters unless and until a Business Combination has been consummated by the Company). The Firm Units are to be offered initially to the public (the “"Offering”") at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one share of Class A the Company's common stock, par value $0.0001 par value, of the Company .0001 per share (the “"Common Stock”"), and one half of one redeemable warrant (the “Warrants”"Warrant(s)"). The shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date ("Effective Date") of the date hereof Registration Statement (as defined below) unless MJ informs the Representative determines Company of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, but in no event will MJ allow separate trading until the Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes preparation of an audited balance sheet of the Company reflecting receipt by the Company’s receipt Company of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidation.Current

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 units (the “Firm Units”) ), ratably in accordance with the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, at a purchase price of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par valuevalue per share, of the Company (the “Class A Common Stock”), and one one-half of one redeemable warrant (the “Warrants”). The Class A Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption of the Class A Common Stock or liquidationliquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 units (the “Firm Units”) ), ratably in accordance with the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, at a purchase price of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stockordinary share, of $0.0001 par value, of the Company (the “Common StockClass A Ordinary Share”), and one one-half of one redeemable warrant (the “Warrants”). The Common Stock Class A Ordinary Shares and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock Class A Ordinary Shares and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock Class A Ordinary Share for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, Underwriters and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 7,000,000 units (the “Firm Units”) of the number of Firm Units Company, as set forth opposite the name respective names of such Underwriter in the Underwriters on Schedule A attached hereto hereto, at a purchase price (net of discounts and commissions) of approximately $9.80 9.89286 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par value, of the Company (the “Common Stock”), and one half three-quarters of one redeemable warrant (the “Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement Placements (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the such Current Report on Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or and 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption of the Common Stock or liquidationliquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, severally and not jointly, to the several Underwriters, an aggregate of 4,500,000 units ("Firm Units") of the Company, at a purchase price (net of discounts and commissions) of $7.44 per Firm Unit. The Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 units (the “Firm Units”) Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $9.80 7.44 per Firm Unit. The Firm Units are to be offered initially to the public (the “"Offering”") at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one share of Class A the Company's common stock, par value $0.0001 par value, of the Company .0001 per share (the “"Common Stock”"), and one half of one redeemable warrant (the “Warrants”"Warrant"). The Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date ("Effective Date") of the date hereof Registration Statement (as defined in Section 2.1.1 hereof) unless the Representative determines informs the Company, in writing, of its decision to allow earlier separate trading. Notwithstanding trading based on its assessment of the immediately preceding sentencerelative strengths of the securities markets and small capitalization companies in general, and the trading pattern of, and demand for, the Company's securities in particular, but in no event will the Common Stock and the Warrants included in the Firm Units trade separately Representative allow separate trading until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s 's receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to Offering, including any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) in Section 1.2.1), if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. K. Each whole Warrant entitles its holder to exercise it to purchase one share of Common Stock for $11.50 per share, subject to adjustment, 6.00 during the period commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a its "Business Combination" or one year from the Effective Date of the Registration Statement and terminating on the four-year anniversary of the Effective Date. "Business Combination" shall mean any merger, capital stock exchange, asset acquisition, stock purchase, reorganization, other contractual arrangement resulting in a business combination or other similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation consummated by the Company of its initial Business Combination, or earlier upon redemption or liquidationwith an operating business (as described more fully in the Registration Statement (as defined in Section 2.1.1 below)).

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from an aggregate of 25,000,000 units (“Firm Units”) of the Company, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Underwriters, severally and not jointly, an aggregate of 20,000,000 units (agree to purchase from the “Firm Units”) Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A attached hereto at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par value, of the Company (the “Common Stock”), and one half three-fourths of one redeemable warrant (the “Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the shares of Common Stock and the Warrants included in the Firm Units trade separately until prior to the Business Day (as defined below) after (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (the “Initial 8-K”) that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and Offering, the Warrant Unit Private Placement (as defined in Section 1.4.2below) and updated the Sponsor Loan (as defined below) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update financial information with respect to any proceeds the Company receives has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of such option proceeds is exercised prior to not reflected in the filing of the Form Initial 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months one year from the Closing Date (as defined below) or and 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, reorganization or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption of the Warrants or liquidationliquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share and only whole Warrants are exercisable.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 15,000,000 units (the “Firm Units”) ), ratably in accordance with the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, at a purchase price of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stockordinary share, of $0.0001 par value, of the Company (the “Common StockClass A Ordinary Shares”), and one one-half of one redeemable warrant (each a “Warrant,” and, collectively with each of the other redeemable warrants being sold hereunder, the “Warrants”). The Common Stock Class A Ordinary Shares and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock Class A Ordinary Shares and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K all reports required to be filed under the federal securities laws and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock Class A Ordinary Share for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganizationrecapitalization, reorganization or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 15,000,000 units (the “Firm Units”) ), ratably in accordance with the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, at a purchase price of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par valuevalue per share, of the Company (the “Class A Common Stock”), and one one-half of one redeemable warrant (the “Warrants”). The Class A Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption of the Class A Common Stock or liquidationliquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 30,000,000 units (the “Firm Units”) of the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto Company, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par value, of the Company (the “Common Stock”), and one half fourth of one redeemable warrant (the “Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Unit Private Placement (as defined in Section 1.4.21.3.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 15,000,000 units (the “Firm Units”) ), ratably in accordance with the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, at a purchase price of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, of $0.0001 par value, of the Company (the “Common StockClass A common stock”), and one one-half of one redeemable warrant (the “Warrants”). The Common Stock shares of Class A common stock and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock shares of Class A common stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock Class A common stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock share exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 12,500,000 units (the “Firm Units”) ), ratably in accordance with the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, at a purchase price (net of discounts and commissions, excluding Deferred Underwriting Commission (as defined below)) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stockordinary share, of $0.0001 par value, of the Company (the “Common StockClass A Ordinary Shares”), ) and one half of one redeemable warrant (the “Warrants”). The Common Stock Class A Ordinary Shares and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock Class A Ordinary Shares and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Unit Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Current Report on Form 8-K, K and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock Class A Ordinary Share for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined belowi) or 30 days after the consummation by the Company of a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and (ii) twelve months from the closing of the Offering and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 25,000,000 units (the “Firm Units”) of the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto Company, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par value, of the Company (the “Common Stock”), and one half third of one redeemable warrant (the “Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Unit Private Placement (as defined in Section 1.4.21.3.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 10,000,000 units (the “Firm Units”) of the number of Firm Units Company, as set forth opposite the name respective names of such Underwriter in the Underwriters on Schedule A attached hereto hereto, at a purchase price (net of discounts and commissions and the Deferred Underwriting Commission described in Section 1.3 below) of $9.80 9.45 per Firm Unit, provided, however, that the Representative has agreed to receive 80,000 of the Company’s units instead of $0.08 of the cash discount for the Firm Units. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of the Class A common stockstock of the Company, par value $0.0001 par value, of the Company per share (the “Common Stock”), and one half three-quarters of one redeemable warrant (the “Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd ninetieth (90th) day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the shares of Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption of the Common Stock or liquidationliquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, severally and not jointly, to the several Underwriters, an aggregate of 6,250,000 units (“Firm Units”) of the Company, at a purchase price (net of discounts and commissions) of $7.44 per Firm Unit. The Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 units (the “Firm Units”) Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $9.80 7.44 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one share of Class A the Company’s common stock, par value $0.0001 par value, of the Company .0001 per share (the “Common Stock”), and one half of one redeemable warrant (the “WarrantsWarrant”). The shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date (“Effective Date”) of the date hereof Registration Statement (as defined in Section 2.1.1 hereof) unless the Representative determines informs the Company, in writing, of its decision to allow earlier separate trading. Notwithstanding trading based on its assessment of the immediately preceding sentencerelative strengths of the securities markets and small capitalization companies in general, and the trading pattern of, and demand for, the Company’s securities in particular, but in no event will the Common Stock and Representative allow separate trading until the Warrants included in the Firm Units trade separately until business day after (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that which includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to 2.22.4), including any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) in Section 1.2.1), if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin, and (iii) the expiration of the Over-allotment Option or its exercise in full. Each whole Warrant entitles its holder to exercise it to purchase one share of Common Stock for $11.50 per share, subject to adjustment, 5.50 during the period commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial “Business Combination” or one year from the Effective Date of the Registration Statement and terminating on the four-year anniversary of the Effective Date. “Business Combination” shall mean any merger, capital stock exchange, asset acquisition or earlier upon redemption other similar business combination consummated by the Company with one or liquidationmore operating businesses in the education industry (as described more fully in the Registration Statement (as defined in Section 2.1.1 below)).

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 units (the “Firm Units”) of the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto Company, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par value, of the Company (the “Common Stock”), and one half third of one redeemable warrant (the “Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Unit Private Placement (as defined in Section 1.4.21.3.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriterssell, severally and not jointly, and to the Underwriters agree to purchase from the Company, severally and not jointlyseveral Underwriters, an aggregate of 20,000,000 4,000,000 units (the “Firm Units”) of the Company at a purchase price (net of discounts and commissions, including the Deferred Underwriting Commission described in Section 1.3 below) of $9.40 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A attached hereto at a purchase price of $9.80 per Firm Unit. A. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, par value $0.0001 par value0.00001 per share, of the Company (the “Common Stock”), one right (“Right”) to receive one-tenth of one share of Common Stock upon the consummation of a Business Combination (as defined below) and one half of one redeemable warrant (the “WarrantsWarrant”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one share of Common Stock. The shares of Common Stock Stock, the Rights, and the Warrants included in the Firm Units will trade not be separately on the 52nd day following transferable until 90 days after the date hereof (the “Effective Date”) unless the Representative determines informs to Company of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock and the Warrants included in the Firm Units trade separately until (i) subject, however, to the Company has filed with the Securities and Exchange Commission (the “Commission”) filing a Current Report on Form 8-K that includes (“Form 8-K”) with the Commission (as defined below) containing an audited balance balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued issuing a press release announcing when such separate trading will begin. Each whole Warrant entitles its the holder to purchase one-half (1/2) of one share of Common Stock for at a price of $11.50 per share, subject to adjustment, full share during the period commencing on the later of (a) the closing of a Business Combination (as defined below), or (b) twelve (12) months from the Closing Date date of the Prospectus (as defined below), and terminating on the fifth (5th) or 30 days after anniversary of the consummation by the Company closing of a mergerBusiness Combination. As used herein, capital stock the term “Business Combination” shall mean any acquisition by share exchange, asset acquisitionshare reconstruction and amalgamation with, stock purchasepurchasing all or substantially all of the assets of, reorganizationentering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation or entities by the Company of its initial Business Combination, or earlier upon redemption or liquidationCompany.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 50,000,000 units (the “Firm Units”) of the Company, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par value, of the Company (the “Common Stock”), and one half one-third of one redeemable warrant, each whole warrant exercisable to purchase one share of Common Stock (the “Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.21.3.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption of the Common Stock or liquidationliquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 10,000,000 units (the “Firm Units”) ), ratably in accordance with the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, at a purchase price of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stockordinary share, of $0.0001 par value, of the Company (the “Common StockClass A Ordinary Shares”), and one one-half of one redeemable warrant (each a “Warrant,” and, collectively with each of the other redeemable warrants being sold hereunder, the “Warrants”). The Common Stock Class A Ordinary Shares and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock Class A Ordinary Shares and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K all reports required to be filed under the federal securities laws and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock Class A Ordinary Share for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganizationrecapitalization, reorganization or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, severally and not jointly, to the several Underwriters, an aggregate of 12,500,000 units (“Firm Units”) of the Company at a purchase price (net of discounts and commissions) of $7.52 per Firm Unit. The Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 units (the “Firm Units”) Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $9.80 7.52 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one share of Class A the Company’s common stock, par value $0.0001 par value, of the Company .0001 per share (the “Common Stock”), and one half of one redeemable warrant (the “Warrants”). The shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until __ days after the 52nd day following effective date (“Effective Date”) of the date hereof Registration Statement (as defined in Section 2.1.1 hereof) unless the Representative determines informs the Company of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, but in no event will the Common Stock and Representative allow separate trading until the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes preparation of an audited balance sheet of the Company reflecting receipt by the Company’s receipt Company of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when by the Company which includes such separate trading will beginbalance sheet. Each whole Warrant entitles its holder to exercise it to purchase one share of Common Stock for $11.50 per share, subject to adjustment, 6.00 during the period commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial “Business Combination” or one year from the Effective Date of the Registration Statement and terminating on the five-year anniversary of the Effective Date. “Business Combination” shall mean any merger, capital stock exchange, asset or earlier upon redemption stock acquisition or liquidationother similar business combination consummated by the Company with an operating business (as described more fully in the Registration Statement).

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 15,000,000 units (the “Firm Units”) of the number of Firm Units Company, as set forth opposite the name respective names of such Underwriter in the Underwriters set forth on Schedule A attached hereto hereto, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stockstock of the Company, par value $0.0001 par value, of the Company per share (the “Common Stock”), and one half of one redeemable warrant and one right. Each warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share (collectively, the “Warrants”) and each right entitles the holder thereof to received one-tenth (1/10) of one share of Common Stock (the “WarrantsRights”). The Common Stock Stock, the Rights and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the shares of Common Stock Stock, the Rights and the Warrants included in the Firm Units trade separately until (ia) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement Warrants (as defined in Section 1.4.2below) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (iib) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidationcommence.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 9,000,000 units (the “Firm Units”) of the number of Firm Units Company, as set forth opposite the name respective names of such Underwriter in the Underwriters on Schedule A attached hereto hereto, at a purchase price (net of discounts and commissions and the Deferred Underwriting Commission described in Section 1.3 below) of $9.80 9.575 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A the common stockstock of the Company, par value $0.0001 par value, of the Company per share (the “Common Stock”), and one one-half (1/2) of one redeemable warrant (the “Warrants”), and one right to receive one-tenth (1/10) of one share of common stock upon the consummation of the Company’s Business Combination (as defined below) (the “Rights”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty-second (52nd) day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the shares of Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from one year after the Closing Date effective date (“Effective Date”) of the Registration Statement (as defined belowin Section 2.1.1 hereof) or 30 days after the consummation by the Company day of completion of a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption of the Common Stock or liquidationliquidation of the Company. Each Right entitles the holder to receive one-tenth (1/10) of one share of Common Stock upon completion of the Business Combination. Fractional shares will not be issued in connection with the exercise of Warrants or exchange of Rights. As a result, Rights must be exercised in multiples of 10 and Warrants must be exercised in multiples of two.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 10,000,000 units (the “Firm Units”) the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto at a purchase price of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par value, of the Company (the “Common Stock”), and one half of one redeemable warrant (the “Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 units (the “Firm Units”) of the number of Firm Units Company, as set forth opposite the name respective names of such Underwriter in the Underwriters on Schedule A attached hereto hereto, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stockordinary share (“Ordinary Share”), $0.0001 par value, of the Company (the “Common StockPublic Share”), and one one-half of one redeemable warrant (the “Public Warrants”). The Common Stock Ordinary Shares and the Public Warrants included in the Firm Units will trade separately on the 52nd fifty-second (52nd) day following the date hereof (or if such date is not a Business Day (as defined in Section 1.1.2), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock Ordinary Shares and the Public Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder to purchase one share of Common Stock Ordinary Share for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date thirty (defined below30) or 30 days after the consummation by the Company of a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization, reorganization or other similar business combination with one or more businesses (the “Business Combination”) ), and expiring on the five year anniversary of the consummation by the Company of its initial Business CombinationCombination (such consummation, the “Business Combination Closing”), or earlier upon redemption or liquidationredemption.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 6,000,000 units (the “Firm Units”) of the number of Firm Units Company, as set forth opposite the name respective names of such Underwriter in the Underwriters on Schedule A attached hereto hereto, at a purchase price (net of discounts and the Deferred Underwriting Discounts described in Section 1.3 below) of $9.80 9.525 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one ordinary share of Class A common stockthe Company, par value $0.0001 par value, of the Company per share (the “Common StockOrdinary Shares”), one redeemable warrant (the “Warrant(s)”), and one half right to receive one-fifth (1/5) of one ordinary share upon the consummation of an initial Business Combination (the “Right(s)”) (as defined below). Each redeemable warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment (the “Warrants”). Each ten rights entitle the holder thereof to receive one Ordinary Share. The Common Stock Ordinary Shares, the Warrants, and the Warrants Rights included in the Firm Units will trade separately on the 52nd fifty-second business (52nd) day following after the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock Ordinary Shares, the Warrants and the Warrants Rights included in the Firm Units trade separately until (i) the Company has filed with the U.S. Securities and Exchange Commission (the “Commission” or the “SEC”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Initial Unit Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant redeemable warrant entitles its the holder thereof to purchase one share Ordinary Share at a price of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve nine months from the Closing Date date that the Registration Statement (as defined below) is declared effective by the SEC or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption of the Ordinary Shares or liquidationliquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from an aggregate of 15,000,000 units (“Firm Units”) of the Company, at a purchase price (net of discounts and commissions) of $9.993 per Firm Unit. The Underwriters, severally and not jointly, an aggregate of 20,000,000 units (agree to purchase from the “Firm Units”) Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A attached hereto at a purchase price (net of discounts and commissions) of $9.80 9.993 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par value, of the Company (the “Common Stock”), and one one-half of one redeemable warrant (the “Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the shares of Common Stock and the Warrants included in the Firm Units trade separately until prior to the Business Day (as defined below) after (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (the “Initial 8-K”) that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2below) and updated another Current Report on Form 8-K or an amendment to the Initial 8-K to update financial information with respect to any proceeds the Company receives has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of such option proceeds is exercised prior to not reflected in the filing of the Form Initial 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months one year from the Closing Date (as defined below) or and 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, reorganization or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption of the Warrants or liquidationliquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share and only whole Warrants are exercisable.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 7,500,000 units (the “Firm Units”) of the Company’s securities at a purchase price of $10.00 per Firm Unit, less underwriting discounts of $0.5875, $0.3125 of shall be deposited into the Trust Fund (as defined herein) pursuant to Section 1.4, and (ii) the Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A attached hereto and made a part hereof at a the above-stated purchase price of $9.80 per Firm Unitprice. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A the Company’s common stock, par value $0.0001 par value, of the Company per share (the “Common Stock”), and one half warrant to purchase one share of one redeemable warrant Common Stock (the “WarrantsWarrant”). The shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on the 52nd day transferable until 52 days following the effective date hereof (the “Effective Date”) of the Registration Statement (as defined in Section 2.1.1 hereof) unless the Representative determines inform the Company in writing of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock and the Warrants included in the Firm Units trade separately until (i) each case, subject to the Company has filed with the Securities and Exchange Commission (the “Commission”x) filing a Current Report on Form 8-K that includes with the Commission (as defined in Section 2.1.1 hereof) containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and (the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a “Current Report on Form 8-K K”) and issued (y) issuing a press release announcing when such separate trading will begin. The Company will file the Current Report on Form 8-K promptly after the completion of the Offering, which is anticipated to take place four Business Days following the date of the Prospectus (as defined in Section 2.1.1 hereof). The audited balance sheet contained in the Current Report on Form 8-K will include proceeds the Company receives from the exercise of the Overallotment Option (as defined in Section 1.2.1), if the Overallotment Option is closed on the same day as the Firm Units. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, share during the period commencing on the later of twelve months from the Closing Date of: (defined belowa) or 30 days after following the consummation by the Company of a its “Initial Business Combination” or (b) one year from Closing Date (as defined in Section 1.1.2), and terminating on the five-year anniversary of the consummation of the Initial Business Combination. As used herein, the term “Initial Business Combination” shall mean any acquisition by merger, capital stock exchange, asset acquisition, stock purchase, reorganization, purchase or other similar business combination consummated by the Company with one or more businesses operating companies (as described more fully in the Registration Statement). The Company has the right to redeem the Warrants, in whole and not in part, upon not less than 30 days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $17.50 per share for any 20 trading days within a 30 trading day period ending on the third Business Day prior to the day on which notice is given. As used herein, the term “Business Combination”) and expiring Day” shall mean any day other than a Saturday, Sunday or any day on the five year anniversary of the consummation by the Company of its initial Business Combinationwhich national banks in New York, or earlier upon redemption or liquidationNew York are not open for business.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 30,000,000 units (the “Firm Units”) of the Company, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par value, of the Company (the “Common Stock”), and one half one-fourth of one redeemable warrant, each whole warrant exercisable to purchase one share of Common Stock (the “Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.21.3.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption of the Common Stock or liquidationliquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, severally and not jointly, to the several Underwriters, an aggregate of 10,000,000 units ("Firm Units") of the Company, at a purchase price (net of discounts and commissions) of $5.565 per Firm Unit (including discounts and commissions of $0.135 that will not be paid to the Underwriters unless and until a Business Combination (as defined below) has been consummated by the Company). The Underwriters, severally and not jointly, agree that they will not seek payment of the discounts and commissions of $0.135 referred to in the preceding sentence unless and until a Business Combination has been consummated by the Company, and the Underwriters agree to purchase from the CompanyCompany agrees that it shall pay such discounts and commissions only upon consummation of such Business Combination. The Underwriters, severally and not jointly, an aggregate of 20,000,000 units (agree to purchase from the “Firm Units”) Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $9.80 5.565 per Firm Unit. The Firm Units are to be offered initially to the public (the “"Offering”") at the offering price of $10.00 6.00 per Firm Unit. Each Firm Unit consists of one share of Class A the Company's common stock, par value $0.0001 par value, of the Company .0001 per share (the “"Common Stock”"), and one half of one redeemable warrant two warrants (the “Warrants”"Warrant(s)"). The shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date ("Effective Date") of the date hereof Registration Statement (as defined in Section 2.1.1 hereof) unless Ladenburg informs the Representative determines Company of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, but in no event will Ladenburg allow separate trading until the Common Stock preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the Warrants included in the Firm Units trade separately until (i) the Company has filed filing of a Current Report on Form 8-K with the Securities and Exchange Commission (the “"Commission”") a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds by the Company receives from the exercise of the Over-allotment Option (defined below) if which includes such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will beginbalance sheet. Each whole Warrant entitles its holder to exercise it to purchase one share of Common Stock for $11.50 per share, subject to adjustment, 5.00 during the period commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial "Business Combination" or one year from the Effective Date and terminating on the four-year anniversary of the Effective Date. "Business Combination" shall mean any merger, capital stock exchange, asset acquisition or earlier upon redemption or liquidationother similar business combination consummated by the Company with an operating business (as described more fully in the Registration Statement).

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 units (the “Firm Units”) ), ratably in accordance with the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, at a purchase price of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par valuevalue per share, of the Company (the “Class A Common Stock”), and one one-half of one redeemable warrant (each a “Warrant,” and, collectively with each of the other redeemable warrants being sold hereunder, the “Warrants”). The Class A Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K all reports required to be filed under the federal securities laws and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriterssell, severally and not jointly, and to the Underwriters agree to purchase from the Company, severally and not jointlyseveral Underwriters, an aggregate of 20,000,000 22,500,000 units (the “Firm Units”) of the Company’s securities at a purchase price (net of discounts and commissions) of $9.40 per Firm Unit ($.10 of which shall be deposited into the Trust Fund (as elsewhere defined) pursuant to Section 1.5). The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $9.80 9.40 per Firm UnitUnit ($.10 of which shall be deposited into the Trust Fund pursuant to Section 1.5). The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A the Company’s common stock, par value $0.0001 par value, of the Company .0001 per share (the “Common Stock”), and one half warrant to purchase one share of one redeemable warrant Common Stock (the “WarrantsWarrant(s)”). The shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date (the date hereof “Effective Date”) of the Registration Statement (as defined in Section 2.1.1 hereof) unless Maxim informs the Representative determines Company in writing of its decision to allow earlier separate tradingtrading based on its assessment of the relative strengths of the securities markets and small capitalization companies in general, and the trading pattern of, and demand for, the Company’s securities in particular. Notwithstanding Maxim may decide to allow continued trading of the immediately preceding sentence, in Units following such separation. In no event will the Common Stock and the Warrants included in the Firm Units trade separately until Maxim allow separate trading until: (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes preparation of an audited balance sheet of the Company reflecting receipt by the Company’s receipt Company of the proceeds of the Offering and the Warrant Private Placement filing of such audited balance sheet with the Commission (as defined in Section 1.4.2herein defined) and updated financial information with respect to any proceeds on a Form 8-K or similar form by the Company receives from which includes such balance sheet; (ii) the exercise Company files a Form 8-K and issues a press release announcing when such separate trading will begin; and (iii) the Business Day (defined below) following the earliest to occur of the expiration of the Over-allotment Option (defined below) if such option is exercised prior to or the filing exercise of the Form 8Over-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will beginallotment Option in full. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 8.00 per share, subject to adjustment, share during the period commencing on the later of twelve months from the Closing Date of: (defined belowa) or 30 days after the consummation by the Company of its “Business Combination” or (b) one year from the Effective Date of the Registration Statement and terminating on the four-year anniversary of the Effective Date, and has a provision permitting cashless exercise in certain instances. As used herein, the term “Business Combination” shall mean any acquisition of, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, acquisition or other similar business combination with combination, one or more businesses that supports the process of bringing energy, in the form of crude oil, natural and liquefied petroleum gas, and refined and specialized products (such as petrochemicals), from production to final consumption throughout the “Business Combination”world. The Company has the right to redeem the Warrants upon not less than thirty (30) and expiring days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Company’s Common Stock has been at least $14.25 for any twenty (20) trading days within a thirty (30) trading day period ending on the five year anniversary of third business day prior to the consummation by the Company of its initial Business Combinationday on which notice is given. Maxim Group LLC ________________, or earlier upon redemption or liquidation.2006

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 7,500,000 units (the “Firm Units”) ), ratably in accordance with the number of Firm Units set forth opposite the name of such Underwriter Underwriters in Schedule A attached hereto hereto, at a purchase price of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stockordinary share, of $0.0001 par value, of the Company (the “Common StockClass A Ordinary Shares”), and one one-half of one redeemable warrant (each a “Warrant,” and, collectively with each of the other redeemable warrants being sold hereunder, the “Warrants”). The Common Stock Class A Ordinary Shares and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof of the prospectus unless the Representative determines Representatives determine to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock Class A Ordinary Shares and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Unit Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K all reports required to be filed under the federal securities laws and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock Class A Ordinary Share for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganizationrecapitalization, reorganization or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 22,500,000 units (the “Firm Units”) ), ratably in accordance with the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, at a purchase price of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par valuevalue per share, of the Company (the “Class A Common Stock”), and one half one-third of one redeemable warrant (the “Warrants”). The Class A Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption of the Class A Common Stock or liquidationliquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 7,500,000 units (the “Firm Units”) of the Company’s securities at a purchase price of $10.00 per Firm Unit, less underwriting discounts of $0.5875, $0.3125 of which shall be deposited into the Trust Fund (as defined herein) pursuant to Section 1.4, and (ii) the Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A attached hereto and made a part hereof at a the above-stated purchase price of $9.80 per Firm Unitprice. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A the Company’s common stock, par value $0.0001 par value, of the Company per share (the “Common Stock”), and one half warrant to purchase one share of one redeemable warrant Common Stock (the “WarrantsWarrant”). The shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on the 52nd day transferable until 52 days following the effective date hereof (the “Effective Date”) of the Registration Statement (as defined in Section 2.1.1 hereof) unless the Representative determines Representatives inform the Company in writing of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock and the Warrants included in the Firm Units trade separately until (i) each case, subject to the Company has filed with the Securities and Exchange Commission (the “Commission”x) filing a Current Report on Form 8-K that includes with the Commission (as defined in Section 2.1.1 hereof) containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and (the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a “Current Report on Form 8-K K”) and issued (y) issuing a press release announcing when such separate trading will begin. The Company will file the Current Report on Form 8-K promptly after the completion of the Offering, which is anticipated to take place four Business Days following the date of the Prospectus (as defined in Section 2.1.1 hereof). The audited balance sheet contained in the Current Report on Form 8-K will include proceeds the Company receives from the exercise of the Overallotment Option (as defined in Section 1.2.1), if the Overallotment Option is closed on the same day as the Firm Units. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, share during the period commencing on the later of twelve months from the Closing Date of: (defined belowa) or 30 days after following the consummation by the Company of a its “Initial Business Combination” or (b) one year from Closing Date (as defined in Section 1.1.2), and terminating on the five-year anniversary of the consummation of the Initial Business Combination. As used herein, the term “Initial Business Combination” shall mean any acquisition by merger, capital stock exchange, asset acquisition, stock purchase, reorganization, purchase or other similar business combination consummated by the Company with one or more businesses operating companies (as described more fully in the Registration Statement). The Company has the right to redeem the Warrants, in whole and not in part, upon not less than 30 days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable on the terms set forth in the Warrant Agreement (as defined in Section 2.22). As used herein, the term “Business Combination”) and expiring Day” shall mean any day other than a Saturday, Sunday or any day on the five year anniversary of the consummation by the Company of its initial Business Combinationwhich national banks in New York, or earlier upon redemption or liquidationNew York are not open for business.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriterssell, severally and not jointly, and to the Underwriters agree to purchase from the Company, severally and not jointlyseveral Underwriters, an aggregate of 20,000,000 8,000,000 units (the “Firm Units”) of the Company at a purchase price (net of discounts) of $9.80 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A attached hereto at and made a purchase price of $9.80 per Firm Unitpart hereof. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stockordinary share, $0.0001 with no par value, of the Company value (the “Common StockClass A Ordinary Shares)”), ) and one half of one redeemable warrant (1) right (the “WarrantsRight(s)”) to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of a Business Combination (as defined below). The Common Stock Class A Ordinary Shares and the Warrants Rights included in the Firm Units will trade not be separately on transferable until the 52nd earlier of the 90th day following after the date hereof unless that the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock and the Warrants included in the Firm Units trade separately until Registration Statement (ias defined below) the Company has filed with the Securities and Exchange Commission is declared effective (the “CommissionEffective Date”) or the announcement by the Company of the Representative’s decision to have earlier trading, subject, however, to the requirement that Company filing a Current Report on Form 8-K that includes (“Form 8-K”) with the Commission (as defined below) containing an audited balance balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued issuing a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidationas decided.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 52,500,000 units (the “Firm Units”) of the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto Company, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par value, of the Company (the “Common Stock”), and one half third of one redeemable warrant (the “Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Unit Private Placement (as defined in Section 1.4.21.3.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters Underwriters, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agree to purchase from the Company, an aggregate of 18,750,000 units (“Firm Units”) of the Company, at a purchase price (net of all discounts and commissions other than the Deferred Compensation (as defined in Section 1.1.3 hereof)) of (A) $7.74 per Firm Unit (the “Initial Purchase Price”) less (B) the Deferred Compensation, if any. As adjusted for the payment, if any, to the Underwriter of the Deferred Compensation, the purchase price will be $7.44 per Firm Unit. The Underwriters, severally and not jointly, an aggregate of 20,000,000 units (agree to purchase from the “Firm Units”) Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A I attached hereto and made a part hereof at a purchase price of $9.80 per Firm Unitthe Initial Purchase Price. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one share of Class A the Company’s common stock, par value $0.0001 par value, of the Company .0001 per share (the “Common Stock”), and one half warrant to purchase one share of one redeemable warrant Common Stock (the “WarrantsWarrant(s)”). The shares of Common Stock and the Warrants included in the Firm Units will trade be separately on the 52nd day transferable as promptly as practicable following the date hereof unless consummation of the Representative determines to allow earlier separate trading. Notwithstanding Offering, but in no event later than 65 days following the immediately preceding sentenceconsummation of the Offering; provided, however, that in no event will the Common Stock and the Warrants included in the Firm Units trade separately until (i) separate trading begin before an audited balance sheet has been prepared reflecting receipt by the Company has of the proceeds of the Offering and filed with the Securities and Exchange Commission (the “Commission”) under cover of a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. K. Each whole Warrant entitles its holder to exercise the Warrant to purchase one share of Common Stock for $11.50 per share, subject to adjustment, 6.00 during the period commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a its “Business Combination” or one year from the effective date (“Effective Date”) of the Registration Statement (as defined in Section 2.1.1 hereof) and terminating on the four-year anniversary of the Effective Date, unless earlier redeemed as provided in the Warrant Agreement (as defined in Section 2.10.2 hereof). “Business Combination” shall mean the acquisition by the Company, whether by merger, capital stock exchange, asset acquisition, stock purchase, reorganization, purchase or other similar business combination with one or more technology or technology-related operating businesses that has operations or facilities located in Israel or that intends to establish operations or facilities in Israel, such as research and development, manufacturing or executive offices, following the initial business combination (as described more fully in the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidationRegistration Statement).

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, severally and not jointly, to the several Underwriters, an aggregate of 4,000,000 units (“Firm Units”) of the Company at a purchase price (net of discounts and commissions) of $5.58 per Firm Unit (including discounts and commissions of $0.18 (referred to hereinafter as the “Deferred Commissions”) that will be paid to the Underwriters only upon consummation of a Business Combination (as defined below) by the Company). The Underwriters, severally and not jointly, agree that they will not seek payment of the Deferred Commissions unless and until a Business Combination has been consummated by the Company, and the Underwriters agree to purchase from the CompanyCompany agrees that it shall pay such discounts and commissions only upon consummation of such Business Combination. The Underwriters, severally and not jointly, an aggregate of 20,000,000 units (agree to purchase from the “Firm Units”) Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $9.80 5.58 per Firm UnitUnit (including the Deferred Commissions). The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 6.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par value, of the Company Company’s ordinary shares, par value $.0001 per share (the “Common StockOrdinary Shares”), and one half of one redeemable warrant two warrants (the “WarrantsWarrant(s)”). The Common Stock Ordinary Shares and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date (“Effective Date”) of the date hereof Registration Statement (as defined in Section 2.1.1 hereof) unless the Representative determines informs the Company of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, but in no event will the Common Stock Representative allow separate trading until the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the Warrants included in the Firm Units trade separately until (i) the Company has filed filing of a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds by the Company receives from the exercise of the Over-allotment Option (defined below) if which includes such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will beginbalance sheet. Each whole Warrant entitles its holder to exercise it to purchase one share of Common Stock Ordinary Shares for $11.50 per share, subject to adjustment, 5.00 during the period commencing on the later of twelve six months from the Closing Date (defined below) or 30 days after the consummation by the Company of a its “Business Combination” and terminating on the five-year anniversary of the Effective Date. “Business Combination” shall mean any merger, capital stock exchange, asset acquisition, stock purchase, reorganization, acquisition or other similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation consummated by the Company of its initial Business Combination, or earlier upon redemption or liquidationwith an operating business (as described more fully in the Registration Statement).

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 18,000,000 units (the “Firm Units”) ), ratably in accordance with the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, at a purchase price of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, of $0.0001 par value, of the Company (the “Common StockClass A common stock”), and one one-half of one redeemable warrant (the “Warrants”). The Common Stock shares of Class A common stock and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof unless the Representative BTIG determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock shares of Class A common stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock Class A common stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock share exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, severally and not jointly, to the several Underwriters, an aggregate of 14,400,000 units (“Firm Units”) of the Company at a purchase price (net of discounts and commissions) of $7.52 per Firm Unit. The Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 units (the “Firm Units”) Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $9.80 7.52 per Firm Unitshare. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one share of Class A the Company’s common stock, par value $0.0001 par value, of the Company .0001 per share (the “Common Stock”), and one half of one redeemable warrant (the “WarrantsWarrant(s)”). The shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date (the date hereof “Effective Date”) of the Registration Statement (as defined in Section 2.1.1 hereof), unless the Representative determines Representatives inform the Company of their decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, but in no event will the Common Stock and the Warrants included in the Firm Units trade separately Representatives allow separate trading until (i) until the Company has filed with business day following the Securities earlier to occur of the expiration of the underwriters’ over-allotment option or its exercise in full and Exchange Commission (the “Commission”ii) a Current Report on Form 8-K that includes .the preparation of an audited balance sheet of the Company reflecting receipt by the Company’s receipt Company of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed such audited balance sheet with the Commission (as herein defined) on a Current Report on Form 8-K and issued a press release announcing when or similar form by the Company which includes such separate trading will beginbalance sheet. Each whole Warrant entitles its holder to exercise it to purchase one share of Common Stock for $11.50 per share, subject to adjustment, 6.00 during the period commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial “Business Combination” or one year from the Effective Date of the Registration Statement and terminating on the four-year anniversary of the Effective Date. “Business Combination” shall mean any merger, capital stock exchange, asset or earlier upon redemption stock acquisition or liquidationother similar business combination consummated by the Company with an operating business (as described more fully in the Registration Statement).

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriterssell, severally and not jointly, and to the Underwriters agree to purchase from the Company, severally and not jointlyUnderwriter, an aggregate of 20,000,000 units (the “Firm Units”) of the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto Company, at a purchase price (net of $9.80 discounts and commissions of 6%) of $ per Firm Unit, which represents a purchase price (net of discounts and commissions of 6%) of $ per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 $ per Firm Unit. Each Firm Unit consists of one share of Class A the Company’s common stock, par value $0.0001 par value, of the Company .01 per share (the “Common Stock”), and one half of one redeemable a warrant (the “WarrantsWarrant”)) to purchase one share of Common Stock. The shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until at least six months after the 52nd day following effective date (the date hereof “Effective Date”) of the Registration Statement (as defined in Section 2.1.1 hereof) unless DJS informs the Representative determines Company of its decision to allow earlier separate trading, based on their assessment of the relative strengths of the securities markets and AMEX companies in general, and the trading pattern of, and demand for, the Company’s securities in particular. Notwithstanding DJS may permit continued trading of the immediately preceding sentence, in Units following such separation. In no event will the Common Stock and the Warrants included in the Firm Units trade separately DJS allow separate trading until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) preparation of a Current Report on Form 8-K that includes an audited balance sheet of the Company reflecting receipt by the Company’s receipt Company of the proceeds of the Offering and the Warrant Private Placement filing of such balance sheet with the Commission (as defined in Section 1.4.2herein defined) and updated financial information with respect to any proceeds on a Form 8-K or similar form by the Company receives from which includes such balance sheet; (ii) the exercise Company files a Form 8-K and issues a press release announcing when such separate trading will begin; and (iii) the Business Day (defined below) following the earliest to occur of the expiration of the Over-allotment Option (defined below) if such option is exercised prior to or the filing exercise of the Form 8Over-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will beginallotment Option in full. Each whole Warrant entitles its holder holder, upon exercise in accordance with the terms and conditions contained in a Warrant Agreement with respect to such Warrant, to purchase one share of Common Stock for $11.50 per share, subject to adjustment, at a price of $ .00 during the period commencing one year from the Effective Date and terminating on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five five-year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidationEffective Date.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 50,000,000 units (the “Firm Units”) of the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto Company, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par value, of the Company (the “Common Stock”), and one half third of one redeemable warrant (the “Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Unit Private Placement (as defined in Section 1.4.21.3.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters Underwriters, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agree to purchase from the Company, severally and not jointly, Company an aggregate of 20,000,000 ___units (the “Firm Units”) of the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto Company, at a purchase price (net of $9.80 discounts and commissions and subject to Section 3.22 hereof) of $ per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 $ per Firm Unit. Each Firm Unit consists of one share of Class A the Company’s common stock, par value $0.0001 par value, of the Company per share (the “Common Stock”), and one half of one redeemable warrant two warrants (the “WarrantsWarrant(s)”). The shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 20 days after the 52nd day following earlier to occur of (i) the date hereof unless expiration of the Representative determines to allow earlier separate trading. Notwithstanding Over-allotment Option (as defined in Section 1.2.1 hereof) or (ii) the immediately preceding sentenceexercise in full or in part by the Underwriters of the Over-allotment Option; provided, however, that in no event will the Common Stock Underwriters permit separate trading before an audited balance sheet has been prepared reflecting receipt by the Company of the proceeds of the Offering and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that which includes an such audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will beginsheet. Each whole Warrant entitles its holder to exercise it to purchase one share of Common Stock for $11.50 per share, subject to adjustment, 5.00 during the period commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial “Business Combination” or one year from the effective date (“Effective Date”) of the Registration Statement (as defined in Section 2.1.1 hereof) and terminating on the four-year anniversary of the Effective Date, or earlier upon redemption redemption. “Business Combination” shall mean the acquisition by the Company, whether by merger, capital stock exchange, stock purchase, asset acquisition or liquidationother similar business combination, of one or more domestic and/or foreign operating businesses in the technology, multimedia and networking sectors (as described more fully in the Registration Statement).

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, Underwriters and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 7,500,000 units (the “Firm Units”) of the number of Firm Units Company, as set forth opposite the name respective names of such Underwriter in the Underwriters on Schedule A attached hereto hereto, at a purchase price (net of discounts and commissions) of approximately $9.80 9.90 per Firm Unit; provided, however, that the total amount of all discounts and commissions on the Firm Units to be received by the Underwriters shall be equal to the lesser of (i) 1% of the gross proceeds of the Offering and (ii) an amount equal to $750,000, plus an additional 1% of the gross proceeds only from the sale of the Option Units (as defined below). The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par value, of the Company (the “Common Stock”), and one one-half of one redeemable warrant (the “Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement Placements (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the such Current Report on Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or and 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption of the Common Stock or liquidationliquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriterssell, severally and not jointly, and to the Underwriters agree to purchase from the Company, severally and not jointlyseveral Underwriters, an aggregate of 20,000,000 units (the “Firm Units”) of the Company at a purchase price (net of discounts and commissions, not including the Deferred Underwriting Commission described below) of (i) $9.90 per Firm Unit (the “Introduced Units”) purchased from National Bank of Canada Financial Inc. (“NBCF”) by persons who were introduced to the Underwriters by the Company (as evidenced by the signature of an authorized person of both the Underwriters and the Company on Exhibit D hereto, which may be amended from time to time by signature of an authorized person of the Underwriter and the Company) (the “Introduced Parties”), and (ii) $9.80 per Firm Unit for all Firm Units purchased from the Underwriters by persons who were not Introduced Parties. In addition, the Underwriters have agreed to defer the following discounts and commissions (the “Deferred Underwriting Commission”) (i) for each Firm Unit purchased by an Introduced Party, $0.175 per Firm Unit, and (ii) for each Firm Unit not purchased by an Introduced Party that is not redeemed in connection with the Business Combination, as described in the Registration Statement (as defined below), $0.35 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A attached hereto and made a part hereof at a the purchase price (net of $9.80 per discounts and commissions, not including the Deferred Underwriting Commission) specified above, provided, however, that NBCF shall purchase all of the Introduced Units and that, in the event that Introduced Parties purchase less than 8,000,000 Introduced Units, NBCF shall be obligated to purchase an additional number of Firm UnitUnits equal to (i) 8,000,000, minus (ii) the number of Firm Units purchased by Introduced Parties (the “Shortfall Shares”). The Company acknowledges and agrees that NBCF shall be solely responsible to purchase the Shortfall Shares from the Company. The Company agrees that it waives any claim it may have in the future against all of the Underwriters, other than NBCF, as a result of, or arising out of, the failure of NBCF to purchase the Shortfall Shares. NBCF and Maxim agree that the Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stockordinary share, $0.0001 no par value, of the Company (the “Common StockOrdinary Share”), and one redeemable warrant to purchase one-half of one redeemable warrant Ordinary Share at a price of $5.75 per half share (the “WarrantsWarrant(s)”). NBCF and Maxim agree that, notwithstanding the number of Introduced Units sold to Introduced Parties, NBCF shall receive 40% of the discounts and commissions provided for hereunder (including the Deferred Underwriting Commission and any commission on Option Units), and Maxim shall receive 60% of the discounts and commissions provided for hereunder, provided, however, that if NBCF purchases Introduced Units that account for greater than 40% of the Firm Units (such number of Firm Units in excess of 40%, the “Incremental Units”), NBCF shall also be entitled to the portion of the underwriting commission (but not any other fee or commission) that is attributable to the Incremental Units. The Common Stock Ordinary Shares and the Warrants included in the Firm Units will trade not be separately on transferable until the earlier of the 52nd day following after the date hereof unless Effective Date (as defined below) or the Representative determines announcement by the Company of the Representative’s decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock and the Warrants included in the Firm Units trade separately until (i) subject, however, to the Company has filed with the Securities and Exchange Commission (the “Commission”) filing a Current Report on Form 8-K that includes (“Form 8-K”) with the Commission (as defined below) containing an audited balance sheet reflecting the Company’s our receipt of the gross proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance by the Company of a press release announcing when such separate trading shall begin. Each whole Warrant entitles its the holder to purchase one-half of one share of Common Stock Ordinary Share for $11.50 5.75 per share, subject to adjustment, half share during the period commencing on the later of (a) 30 days after the closing of a Business Combination, or (b) twelve months from the Closing Date (as defined below), and terminating on the five (5) or 30 days after year anniversary of the consummation by the Company closing of a Business Combination. As used herein, the term “Business Combination” shall mean any acquisition by merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with of one or more operating businesses by the Company. The Company has the right to redeem the Warrants upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $21.00 for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Combination”) and expiring Day” shall mean any day other than a Saturday, Sunday or any day on the five year anniversary of the consummation by the Company of its initial Business Combinationwhich national banks in New York, or earlier upon redemption or liquidationNew York are not open for business.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 22,500,000 units (the “Firm Units”) the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto at a purchase price of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stockordinary share, $0.0001 par value, of the Company (the “Common StockClass A Ordinary Share”), and one one-half of one redeemable warrant (the “Warrants”). The Common Stock Class A Ordinary Shares and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock Class A Ordinary Shares and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock Class A Ordinary Share for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 10,000,000 units (the “Firm Units”) of the number of Firm Units Company, as set forth opposite the name respective names of such Underwriter in the Underwriters set forth on Schedule A attached hereto hereto, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stockstock of the Company, par value $0.0001 par value, of the Company per share (the “Common Stock”), ) and one half right that entitles the holder thereof to receive one-eighth (1/8) of one redeemable warrant share of Common Stock upon the consummation of the Business Combination (as defined below) (collectively, the “WarrantsRights”). The Common Stock and the Warrants Rights included in the Firm Units will trade separately on the 52nd day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the shares of Common Stock and the Warrants Rights included in the Firm Units trade separately until (ia) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Unit Private Placement (as defined in Section 1.4.2below) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-8- K, and (iib) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidationcommence.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 10,000,000 units (the “Firm Units”) of the Company’s securities at a purchase price of $10.00 per Firm Unit, less underwriting discounts of $0.5875, $0.3125 of shall be deposited into the Trust Fund (as defined herein) pursuant to Section 1.4, and (ii) the Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A attached hereto and made a part hereof at a the above-stated purchase price of $9.80 per Firm Unitprice. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A the Company’s common stock, par value $0.0001 par value, of the Company per share (the “Common Stock”), and one half warrant to purchase one share of one redeemable warrant Common Stock (the “WarrantsWarrant”). The shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on the 52nd day transferable until 52 days following the effective date hereof (the “Effective Date”) of the Registration Statement (as defined in Section 2.1.1 hereof) unless the Representative determines Representatives inform the Company in writing of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock and the Warrants included in the Firm Units trade separately until (i) each case, subject to the Company has filed with the Securities and Exchange Commission (the “Commission”x) filing a Current Report on Form 8-K that includes with the Commission (as defined in Section 2.1.1 hereof) containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and (the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a “Current Report on Form 8-K K”) and issued (y) issuing a press release announcing when such separate trading will begin. The Company will file the Current Report on Form 8-K promptly after the completion of the Offering, which is anticipated to take place three Business Days following the date of the Prospectus (as defined in Section 2.1.1 hereof). The audited balance sheet contained in the Current Report on Form 8-K will include proceeds the Company receives from the exercise of the Overallotment Option (as defined in Section 1.2.1), if the Overallotment Option is exercised prior to the filing of the Current Report on Form 8-K. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, share during the period commencing on the later of twelve months from the Closing Date of: (defined belowa) or 30 days after following the consummation by the Company of a its “Initial Business Combination” or (b) one year from Closing Date (as defined in Section 1.1.2), and terminating on the five-year anniversary of the consummation of the Initial Business Combination. As used herein, the term “Initial Business Combination” shall mean any acquisition by merger, capital stock exchange, asset acquisition, stock purchase, reorganization, purchase or other similar business combination consummated by the Company with one or more businesses operating companies, which may be, but are not required to be, focused on the provision and/or outsourcing of government services operating within or outside of the United States or operating in other business sectors, whose operations are consistent with the Company’s criteria and guidelines in evaluating acquisition opportunities (as described more fully in the Registration Statement). The Company has the right to redeem the Warrants, in whole and not in part, upon not less than 30 days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $17.50 per share for any 20 trading days within a 30 trading day period ending on the third Business Day prior to the day on which notice is given. As used herein, the term “Business Combination”) and expiring Day” shall mean any day other than a Saturday, Sunday or any day on the five year anniversary of the consummation by the Company of its initial Business Combinationwhich national banks in New York, or earlier upon redemption or liquidationNew York are not open for business.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriterssell, severally and not jointly, and to the Underwriters agree to purchase from the Company, severally and not jointlyseveral Underwriters, an aggregate of 20,000,000 4,500,000 units (the “Firm Units”) of the Company’s securities at a purchase price (net of discounts and commissions of $.56, $.24 of which shall be deposited into the Trust Fund (as defined herein) pursuant to Section 1.5) of $7.44 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A attached hereto and made a part hereof at a purchase price (net of discounts and commissions of $9.80 .56, $.24 of which shall be deposited into the Trust Fund pursuant to Section 1.5) of $7.44 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one share of Class A the Company’s common stock, par value $0.0001 par value, of the Company .0001 per share (the “Common Stock”), and one half warrant to purchase one share of one redeemable warrant Common Stock (the “WarrantsWarrant(s)”). The shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date (the date hereof “Effective Date”) of the Registration Statement (as defined in Section 2.1.1 hereof) unless the Representative determines Representatives inform the Company in writing of their decision to allow earlier separate tradingtrading based on their assessment of the relative strengths of the securities markets and small capitalization companies in general, and the trading pattern of, and demand for, the Company’s securities in particular. Notwithstanding The Representatives may decide to allow continued trading of the immediately preceding sentence, in Units following such separation. In no event will the Common Stock and the Warrants included in the Firm Units trade separately until Representatives allow separate trading until: (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes preparation of an audited balance sheet of the Company reflecting receipt by the Company’s receipt Company of the proceeds of the Offering and the Warrant Private Placement filing of such audited balance sheet with the Commission (as defined in Section 1.4.2herein defined) and updated financial information with respect to any proceeds on a Form 8-K or similar form by the Company receives from which includes such balance sheet; (ii) the exercise Company files a Form 8-K and issues a press release announcing when such separate trading will begin; and (iii) the Business Day (defined below) following the earliest to occur of the expiration of the Over-allotment Option (defined below) if such option is exercised prior to or the filing exercise of the Form 8Over-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will beginallotment Option in full. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 6.00 per share, subject to adjustment, share during the period commencing on the later of twelve months from the Closing Date of: (defined belowa) or 30 days after the consummation by the Company of a its “Business Combination” or (b) one year from the Effective Date of the Registration Statement, and terminating on the four-year anniversary of the Effective Date. As used herein, the term “Business Combination” shall mean any acquisition by merger, capital stock exchange, asset acquisition, stock purchase, reorganization, purchase or other similar business combination consummated by the Company with one or more businesses small- to mid-market U.S. and/or European based operating companies engaged in the delivery of Information Technology and Information Technology Enabled Services (ITES), Business Process Outsourcing (BPO) and/or Knowledge Process Outsourcing (KPO), whose operations are particularly suitable for operational and productivity improvements, which would include leveraging delivery centers located in offshore countries such as India (as described more fully in the Registration Statement). The Company has the right to redeem the Warrants (and the Representatives’ Warrants but only upon exercise of the Representatives’ Unit Purchase Option (each as defined below)) upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $11.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third Business Day prior to the day on which notice is given. As used herein, the term “Business Combination”) and expiring Day” shall mean any day other than a Saturday, Sunday or any day on the five year anniversary of the consummation by the Company of its initial Business Combinationwhich national banks in New York, or earlier upon redemption or liquidationNew York are not open for business.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from an aggregate of 18,000,000 units (“Firm Units”) of the Company, at a purchase price (net of discounts and commissions) of approximately $9.994 per Firm Unit. The Underwriters, severally and not jointly, an aggregate of 20,000,000 units (agree to purchase from the “Firm Units”) Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A attached hereto at a purchase price (net of discounts and commissions) of approximately $9.80 9.994 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par value, of the Company (the “Common Stock”), and one one-half of one redeemable warrant (the “Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the shares of Common Stock and the Warrants included in the Firm Units trade separately until prior to the Business Day (as defined below) after (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (the “Initial 8-K”) that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2below) and updated another Current Report on Form 8-K or an amendment to the Initial 8-K to update financial information with respect to any proceeds the Company receives has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of such option proceeds is exercised prior to not reflected in the filing of the Form Initial 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months one year from the Closing Date (as defined below) or and 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, reorganization or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption of the Warrants or liquidationliquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share and only whole Warrants are exercisable.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 16,500,000 units (the “Firm Units”) of the number of Firm Units Company, as set forth opposite the name respective names of such Underwriter in the Underwriters on Schedule A attached hereto hereto, at a purchase price (net of discounts and commissions) of $9.80 per for the first 15,000,000 Firm UnitUnits and $10.00 for the remaining Firm Units. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A the common stockstock of the Company, par value $0.0001 par value, of the Company per share (the “Common Stock”), one right to receive one-tenth (1/10) of a share of Common Stock upon consummation of the Company’s initial business combination (the “Rights”) and one one-half of one redeemable warrant to purchase a share of Common Stock (the “Warrants”). The Common Stock Stock, the Rights and the Warrants included in the Firm Units will trade separately on the 52nd fifty-second (52nd) day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the shares of Common Stock Stock, the Rights and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.21.3.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption of the Common Stock or liquidationliquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 units (the “Firm Units”) ), ratably in accordance with the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, at a purchase price (net of discounts and commissions, excluding Deferred Underwriting Commission (as defined below)) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stockordinary share, of $0.0001 par value, of the Company (the “Common StockClass A Ordinary Share”), and one one-half of one redeemable warrant (the “Warrants”). The Common Stock Class A Ordinary Shares and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock Class A Ordinary Shares and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock Class A Ordinary Share for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 12,000,000 units (the “Firm Units”) of the number of Firm Units Company, as set forth opposite the name respective names of such Underwriter in the Underwriters set forth on Schedule A attached hereto hereto, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stockstock of the Company, par value $0.0001 par value, of the Company per share (the “Common Stock”), ) and one half right that entitles the holder thereof to receive one-eighth (1/8) of one redeemable warrant share of Common Stock upon the consummation of the Business Combination (as defined below) (collectively, the “WarrantsRights”). The Common Stock and the Warrants Rights included in the Firm Units will trade separately on the 52nd day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the shares of Common Stock and the Warrants Rights included in the Firm Units trade separately until (ia) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Unit Private Placement (as defined in Section 1.4.2below) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (iib) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidationcommence.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, severally and not jointly, to the several Underwriters, an aggregate of ________ units ("Firm Units") of the Company, at a purchase price (net of discounts and commissions) of $_____ per Firm Unit. The Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 units (the “Firm Units”) Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $9.80 _____ per Firm Unit. The Firm Units are to be offered initially to the public (the “"Offering”") at the offering Offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one share of Class A the Company's common stock, par value $0.0001 par value, of the Company ____ per share (the “"Common Stock”"), and one half of one redeemable warrant (the “Warrants”"Warrant(s)"). The shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date ("Effective Date") of the date hereof Registration Statement (as defined in Section 2.1.1 hereof) unless Shemano informs the Representative determines Company of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, but in no event will Shemano allow separate trading until the Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes preparation of an audited balance sheet of the Company reflecting receipt by the Company’s receipt Company of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when by the Company which includes such separate trading will beginbalance sheet. Each whole Warrant entitles its holder to exercise it to purchase one share of Common Stock for $11.50 per share, subject to adjustment, 6.00 during the period commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial "Business Combination" or one year from the Effective Date and terminating on the four-year anniversary of the Effective Date. "Business Combination" shall mean any merger, capital stock exchange, asset acquisition or earlier other similar business combination consummated by the Company with an operating business in the petroleum or oil and gas industries (as described more fully in the Registration Statement). The Company has the right to redeem the Warrants upon redemption or liquidationnot less than thirty (30) days' written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable, so long as the last sales price of the Company's Common Stock has been at least $11.50 for any twenty (20) trading days within a thirty (30) trading day period ending on the third business day prior to the day on which notice is given.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointlyUnderwriter, and the Underwriters agree Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 21,000,000 units (the “Firm Units”) of the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto Company, at a purchase price (net of discounts and commissions) of $9.80 5.70 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 6.00 per Firm Unit. Each Firm Unit consists of one share of Class A the Company’s common stock, par value $0.0001 par value, of the Company .0001 per share (the “Common Stock”), and one half of one redeemable warrant two warrants (the “WarrantsWarrant(s)”). The shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until the 52nd day following earlier to occur of (i) the date hereof unless expiration of the Representative determines to allow earlier separate trading. Notwithstanding Underwriter’s Over-allotment Option (as defined in Section 1.2.1 hereof) or (ii) 20 days after the immediately preceding sentenceexercise in full or in part by the Underwriter of the Over-allotment Option, but in no event will the Common Stock and the Warrants included in the Firm Units trade separately until (i) Underwriter allow separate trading before an audited balance sheet has been prepared reflecting receipt by the Company has of the proceeds of the Offering and filed with the Securities and Exchange Commission (the “Commission”) with a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. K. Each whole Warrant entitles its holder to exercise it to purchase one share of Common Stock for $11.50 per share, subject to adjustment, 5.00 during the period commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial “Business Combination” or one year from the effective date (“Effective Date”) of the Registration Statement (as defined in Section 2.1.1 hereof) and terminating on the four-year anniversary of the Effective Date, or earlier upon redemption redemption. “Business Combination” shall mean the initial acquisition by the Company, whether by merger, capital stock exchange, asset or liquidationstock acquisition or other similar type of transaction or a combination of the foregoing, of a company operating in the federal services and defense industries (as described more fully in the Registration Statement).

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, severally and not jointly, to the several Underwriters, an aggregate of 4,500,000 units (“Firm Units”) of the Company, at a purchase price (net of discounts and commissions including the Deferred Fees (defined below)) of $7.44 per Firm Unit. The Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 units (the “Firm Units”) Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $9.80 7.44 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stockordinary share, par value $0.0001 par value, of the Company per share (the “Common StockOrdinary Shares”), and one half of one redeemable warrant (the “WarrantsWarrant”). The Common Stock Ordinary Shares and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date (“Effective Date”) of the date hereof Registration Statement (as defined in Section 2.1.1 hereof) unless the Representative determines informs the Company, in writing, of its decision to allow earlier separate trading. Notwithstanding trading based on its assessment of the immediately preceding sentencerelative strengths of the securities markets and small capitalization companies in general, and the trading pattern of, and demand for, the Company’s securities in particular, but in no event will the Common Stock and Representative allow separate trading until the Warrants included in the Firm Units trade separately until Business Day (as defined below) after (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that (“Closing 8-K”)which includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to 2.22.4), including any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) in Section 1.2.1), if such option is exercised prior to the filing of the Form Closing 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin, and (iii) the expiration of the Over-allotment Option or its exercise in full. Each whole Warrant entitles its holder to exercise it to purchase one share of Common Stock Ordinary Share for $11.50 per share, subject to adjustment, 5.00 during the period commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a its “Business Combination” (as defined below) or one year from the Effective Date of the Registration Statement and terminating on the four-year anniversary of the Effective Date. “Business Combination” shall mean any merger, capital stock exchange, asset acquisition, stock purchase, reorganization, purchase or other similar business combination consummated by the Company with one or more operating businesses having its primary operations in the Peoples Republic of China (as described more fully in the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidationRegistration Statement (as defined in Section 2.1.1 below)).

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate the number of 20,000,000 units set forth opposite their respective names on Schedule A hereto (the “Firm Units”) of the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto Company, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stockordinary share, $0.0001 par value, of the Company (the “Common StockOrdinary Share”), and one half of one redeemable warrant (the “Warrants”). The Common Stock Ordinary Shares and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock Ordinary Shares and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock Ordinary Share for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption of the Warrants or liquidationliquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, severally and not jointly, to the several Underwriters, an aggregate of 6,000,000 units (“Firm Units”) of the Company, at a purchase price (net of discounts and commissions) of $9.775 per Firm Unit. The Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 units (the “Firm Units”) Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $9.80 9.775 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of (i) one share of Class A common stockstock of the Company, par value $0.0001 par value, of the Company per share (the “Common Stock”), ) and (ii) one half of one redeemable warrant (the “WarrantsWarrant”)) to purchase one share of Common Stock. The Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd tenth business day following the earlier to occur of the expiration of the Over-allotment Option (as defined in Section 1.2.1 hereof), which is 45 days from the date hereof unless of the Representative determines Prospectus (as defined in Section 2.1.1 hereof), its exercise in full or the announcement by the Underwriters of their intention not to allow earlier separate trading. Notwithstanding exercise all or any remaining portion of the immediately preceding sentenceOver-allotment Option, but in no event will the Common Stock and the Warrants included in the Firm Units trade separately until the business day after (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 86-K that which includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to 1.3), including any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 86-K, K and (ii) the Company has filed with the Commission a Current Report on Form 86-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to exercise it to purchase one share of Common Stock for $11.50 per share, subject to adjustment, during the period commencing on the later of twelve months from the Closing Date thirty (defined below30) or 30 days after the consummation by the Company of its “initial Business Transaction” (as defined below) or one year from the effective date (“Effective Date”) of the Registration Statement (as defined in Section 2.1.1 hereof) and terminating on the five-year anniversary of the date of consummation of the Company’s initial Business Transaction. “Business Transaction” shall mean the Company’s acquisition of one or more operating businesses or assets through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business combination with one or more businesses (transaction as described in the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidationRegistration Statement.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 30,000,000 units (the “Firm Units”) ), ratably in accordance with the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, at a purchase price of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par valuevalue per share, of the Company (the “Class A Common Stock”), and one half one-third of one redeemable warrant (each a “Warrant,” and, collectively with each of the other redeemable warrants being sold hereunder, the “Warrants”). The Class A Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K all reports required to be filed under the federal securities laws and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, severally and not jointly, to the several Underwriters, an aggregate of 7,500,000 units ("Firm Units") of the Company, at a purchase price (net of discounts and commissions) of $7.44 per Firm Unit (including discounts and commissions of $0.28 that will not be paid to the Underwriters unless and until a Business Combination (as defined below) has been consummated by the Company) ("Contingent Underwriting Discount"). The Underwriters, severally and not jointly, agree (i) that they will not seek payment of the Contingent Underwriting Discount unless and the Underwriters agree to purchase from until a Business Combination has been consummated by the Company, and (ii) that the Contingent Underwriting Discount shall be placed in the Trust Fund (as defined in Section 1.1.2) and held until the Business Combination has been consummated. The Company agrees that it shall pay such Contingent Underwriting Discounts only upon consummation of such Business Combination. The Underwriters, severally and not jointly, an aggregate of 20,000,000 units (agree to purchase from the “Firm Units”) Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $9.80 7.44 per Firm Unit. The Firm Units are to be offered initially to the public (the “"Offering”") at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one share of Class A the Company's common stock, par value $0.0001 par value, of the Company .0001 per share (the “"Common Stock”"), and one half of one redeemable warrant (the “Warrants”"Warrant(s)"). The shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date ("Effective Date") of the date hereof Registration Statement (as defined in Section 2.1.1 hereof) unless MJ informs the Representative determines Company of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, but in no event will MJ allow separate trading until the Common Stock preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the Warrants included in the Firm Units trade separately until (i) the Company has filed filing of a Current Report on Form 8-K with the Securities and Exchange Commission (the “"Commission”") a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds by the Company receives from the exercise of the Over-allotment Option (defined below) if which includes such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will beginbalance sheet. Each whole Warrant entitles its holder to exercise it to purchase one share of Common Stock for $11.50 per share, subject to adjustment, 5.00 during the period commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination or one year from the Effective Date and terminating on the four-year anniversary of the Effective Date. "Business Combination" shall mean any merger, capital stock exchange, asset acquisition or earlier upon redemption or liquidationother similar business combination consummated by the Company with an operating business (as described more fully in the Registration Statement).

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, severally and not jointly, to the several Underwriters, an aggregate of 7,500,000 units ("Firm Units") of the Company, at a purchase price (net of discounts and commissions) of $7.72 per Firm Unit (including discounts and commissions of $0.28 that will not be paid to the Underwriters unless and until a Business Combination (as defined below) has been consummated by the Company). The Underwriters, severally and not jointly, agree that they will not seek payment of the discounts and commissions of $0.28 referred to in the preceding sentence unless and until a Business Combination has been consummated by the Company, and the Underwriters agree to purchase from the CompanyCompany agrees that it shall pay such discounts and commissions only upon consummation of such Business Combination. The Underwriters, severally and not jointly, an aggregate of 20,000,000 units (agree to purchase from the “Firm Units”) Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $9.80 7.72 per Firm UnitUnit (including discounts and commissions of $0.28 that will not be paid to the Underwriters unless and until a Business Combination has been consummated by the Company). The Firm Units are to be offered initially to the public (the “"Offering”") at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one share of Class A the Company's common stock, par value $0.0001 par value, of the Company .0001 per share (the “"Common Stock”"), and one half of one redeemable warrant (the “Warrants”"Warrant(s)"). The shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date ("Effective Date") of the date hereof Registration Statement (as defined below) unless MJ informs the Representative determines Company of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, but in no event will MJ allow separate trading until the Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes preparation of an audited balance sheet of the Company reflecting receipt by the Company’s receipt Company of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidation.Current

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 13,000,000 units (the “"Firm Units”") of the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto Company, at a purchase price (net of discounts and commissions and the Deferred Underwriting Commission described in Section 1.3 below) of $9.80 9.45 per Firm Unit. The Firm Units are to be offered initially to the public (the “"Offering”") at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par value, of the Company ("Common Stock"), one right (the “Common StockRights”), ) and one half of one redeemable warrant (the “"Warrants”"). The Common Stock Stock, the Rights, and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the shares of Common Stock Stock, the Rights and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “"Commission”") a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s 's receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Right entitles its holder to receive 1/10 of one share of Common Stock upon the consummation of the Business Combination. Each Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months one year from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “"Business Combination”") and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, severally and not jointly, to the several Underwriters, an aggregate of 4,500,000 units (“Firm Units”) of the Company, at a purchase price (net of discounts and commissions including the Deferred Fees (defined below)) of $7.44 per Firm Unit. The Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 units (the “Firm Units”) Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $9.80 7.44 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stockordinary share, par value $0.0001 par value, of the Company per share (the “Common StockOrdinary Shares”), and one half of one redeemable warrant (the “WarrantsWarrant”). The Common Stock Ordinary Shares and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date (“Effective Date”) of the date hereof Registration Statement (as defined in Section 2.1.1 hereof) unless the Representative determines informs the Company, in writing, of its decision to allow earlier separate trading. Notwithstanding trading based on its assessment of the immediately preceding sentencerelative strengths of the securities markets and small capitalization companies in general, and the trading pattern of, and demand for, the Company’s securities in particular, but in no event will the Common Stock and Representative allow separate trading until the Warrants included in the Firm Units trade separately until Business Day (as defined below) after (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that (“Closing 8-K”)which includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to 2.22.4), including any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) in Section 1.2.1), if such option is exercised prior to the filing of the Form Closing 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin, and (iii) the expiration of the Over-allotment Option or its exercise in full. Each whole Warrant entitles its holder to exercise it to purchase one share of Common Stock Ordinary Share for $11.50 per share, subject to adjustment, 5.00 during the period commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a its “Business Combination” (as defined below) or one year from the Effective Date of the Registration Statement and terminating on the five-year anniversary of the Effective Date. “Business Combination” shall mean any merger, capital stock exchange, asset acquisition, stock purchase, reorganization, purchase or other similar business combination consummated by the Company with one or more operating businesses having its primary operations in the Peoples Republic of China (as described more fully in the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidationRegistration Statement (as defined in Section 2.1.1 below)).

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from an aggregate of 25,000,000 units (“Firm Units”) of the Company, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Underwriters, severally and not jointly, an aggregate of 20,000,000 units (agree to purchase from the “Firm Units”) Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A attached hereto at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par value, of the Company (the “Common Stock”), and one half of one redeemable warrant (the “Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the shares of Common Stock and the Warrants included in the Firm Units trade separately until prior to the Business Day (as defined below) after (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (the “Initial 8-K”) that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and Offering, the Warrant Unit Private Placement (as defined in Section 1.4.2below) and updated the Sponsor Loan (as defined below) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update financial information with respect to any proceeds the Company receives has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of such option proceeds is exercised prior to not reflected in the filing of the Form Initial 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months one year from the Closing Date (as defined below) or and 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, reorganization or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption of the Warrants or liquidationliquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 21,000,000 units (the “Firm Units”) ), ratably in accordance with the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto hereto, at a purchase price of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par valuevalue per share, of the Company (the “Class A Common Stock”), and one one-half of one redeemable warrant (each a “Warrant,” and, collectively with each of the other redeemable warrants being sold hereunder, the “Warrants”). The Class A Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement Placements (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K all reports required to be filed under the federal securities laws and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, severally and not jointly, to the several Underwriters, an aggregate of 9,375,000 units (the “Units” and such 9,375,000 Units, the “Firm Units”) of the Company at a purchase price (net of discounts and commissions) of $___ per Firm Unit. The Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 units (the “Firm Units”) Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $9.80 ___ per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one (1) share of Class A the Company’s common stock, par value $0.0001 par value, of the Company .0001 per share (the “Common Stock”), and one half (1) warrant to purchase one (1) share of one redeemable warrant Common Stock (the “WarrantsWarrant(s)”). The shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date (the date hereof “Effective Date”) of the Registration Statement (as defined in Section 2.1.1 hereof) unless Xxxx Capital informs the Representative determines Company of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentencetrading (and thereafter shall trade only Xxxx Capital Partners, LLC _______________, 2005 Page 2 of 44 separately), but in no event will xxxx Xxxx Capital allow separate trading until the Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes preparation of an audited balance sheet of the Company reflecting receipt by the Company’s receipt Company of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed such audited balance sheet with the Commission (as herein defined) on a Current Report on Form 8-K and issued a press release announcing when or similar form by the Company which includes such separate trading will beginbalance sheet. Each whole Warrant entitles its holder holder, upon exercise, to purchase one share of Common Stock for $11.50 per share, subject to adjustment, 6.00 during the period commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial “Business Combination” or one year from the Effective Date of the Registration Statement and terminating on the four-year anniversary of the Effective Date. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean any merger, capital stock exchange, asset or earlier upon redemption stock acquisition or liquidationother similar business combination consummated by the Company with one or more related or unrelated operating entities, business(es) or asset(s) in the healthcare and related industries.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointlyUnderwriter, and the Underwriters agree Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 12,500,000 units (the “"Firm Units”") of the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto Company, at a purchase price (net of all discounts and commissions other than the Deferred Discount (as defined in Section 1.1.3 hereof)) of (A) $9.80 7.64 per Firm Unit (the "Initial Purchase Price") less (B) the Deferred Discount, if any. As adjusted for the payment, if any, to the Underwriter of the Deferred Discount pursuant to Section 1.1.3 hereof, the purchase price will be no less than $7.44 per Firm Unit. The Firm Units are to be offered initially to the public (the “"Offering”") at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one share of Class A the Company's common stock, par value $0.0001 par value, of the Company .0001 per share (the “"Common Stock”"), and one half of one redeemable warrant (the “Warrants”"Warrant"). The shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until five days after the 52nd day following earlier to occur of (i) the date hereof unless expiration or termination of the Representative determines to allow earlier separate trading. Notwithstanding Over-Allotment Option (as defined in Section 1.2.1 hereof) or (ii) the immediately preceding sentenceexercise in full by the Underwriter of the Over-Allotment Option, but in no event will the Common Stock and the Warrants included in the Firm Units trade separately until (i) separate trading begin before an audited balance sheet has been prepared reflecting receipt by the Company has of the proceeds of the Offering and filed with the Securities and Exchange Commission (the “"Commission”") under cover of a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. K. Each whole Warrant entitles its holder to exercise it to purchase one share of Common Stock for $11.50 per share, subject to adjustment, 6.00 during the period commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a its "Business Combination" or one year from the effective date ("Effective Date") of the Registration Statement (as defined in Section 2.1.1 hereof) and terminating on the four-year anniversary of the Effective Date, or earlier upon redemption. "Business Combination" shall mean the initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or purchase and/or other similar business combination transaction with one or more insurance or insurance services businesses in North America, collectively referred to as "insurance-related businesses" (as described more fully in the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidationRegistration Statement).

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 units (the “Firm Units”) of the Company, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par value, of the Company (the “Common Stock”), and one half one-fourth of one redeemable warrant, each whole warrant exercisable to purchase one share of Common Stock (the “Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.21.3.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption of the Common Stock or liquidationliquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from an aggregate of 25,000,000 units (“Firm Units”) of the Company, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Underwriters, severally and not jointly, an aggregate of 20,000,000 units (agree to purchase from the “Firm Units”) Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A attached hereto at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock, $0.0001 par value, of the Company (the “Common Stock”), and one half one-third of one redeemable warrant (the “Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the shares of Common Stock and the Warrants included in the Firm Units trade separately until prior to the Business Day (as defined below) after (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (the “Initial 8-K”) that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Unit Private Placement (as defined in Section 1.4.2below) and updated another Current Report on Form 8-K or an amendment to the Initial 8-K to update financial information with respect to any proceeds the Company receives has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of such option proceeds is exercised prior to not reflected in the filing of the Form Initial 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, reorganization or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption of the Warrants or liquidationliquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share and only whole Warrants are exercisable.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinin this agreement, but subject to the terms and conditions herein set forthforth in it, the Company agrees to issue and sell sell, severally and not jointly, to the several Underwriters, an aggregate of 5,000,000 units ("Firm Units") of the Company, at a purchase price (net of discounts and commissions but before the deferred discount described in Section 3.23 and before the non-accountable expense allowance described in Section 3.11.2) of $5.70 per Firm Unit. The Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 units (the “Firm Units”) Company the number of Firm Units set forth opposite the name of such Underwriter in their respective names on Schedule A attached hereto I at a purchase price (net of discounts and commissions but before the deferred discount described in Section 3.23 and before the non-accountable expense allowance described in Section 3.11.2) of $9.80 5.70 per Firm Unit. The Firm Units are to be offered initially to the public (the “"Offering”") at the offering price of $10.00 6.00 per Firm Unit. Each Firm Unit consists of one share of Class A the Company's common stock, par value $0.0001 par value, of the Company .0001 per share (the “"Common Stock”"), and one half of one redeemable warrant two warrants (the “Warrants”"Warrant(s)"). The shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date ("Effective Date") of the date hereof Registration Statement (as defined in Section 2.1.1) unless the Representative determines Underwriters inform the Company of their decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, but in no event will the Common Stock and Underwriters allow separate trading until the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes preparation of an audited balance sheet of the Company reflecting receipt by the Company’s receipt Company of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when by the Company that includes such separate trading will beginbalance sheet. Each whole Warrant entitles its holder to exercise it to purchase one share of Common Stock for $11.50 per share, subject to adjustment, 5.00 during the period commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial "Business Combination" and one year from the Effective Date and terminating on the four-year anniversary of the Effective Date unless earlier redeemed as provided in the Warrant Agreement (as defined in Section 2.21 hereof). "Business Combination" shall mean any merger, capital stock exchange, asset acquisition or earlier upon redemption or liquidationother similar business combination consummated by the Company with an operating business in the restaurant industry (as described more fully in the Registration Statement).

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointlyUnderwriter, and the Underwriters agree Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 9,375,000 units (the “Firm Units”) of the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto Company, at a purchase price (net of all discounts and commissions other than the Deferred Compensation (as defined in Section 1.1.3 hereof)) of (A) $9.80 7.60 per Firm Unit (the “Initial Purchase Price”) less (B) the Deferred Compensation, if any. As adjusted for the payment, if any, to the Underwriter of the Deferred Compensation, the purchase price will be $7.44 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one share of Class A the Company’s common stock, par value $0.0001 par value, of the Company .0001 per share (the “Common Stock”), and one half of one redeemable warrant (the “WarrantsWarrant(s)”). The shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until the 52nd day following earlier to occur of the date hereof unless expiration or termination of the Representative determines Underwriter’s option to allow earlier separate trading. Notwithstanding purchase up to 1,406,250 additional units to cover over-allotments or the immediately preceding sentenceexercise in full by the Underwriter of such option (the “Separation Date”), but in no event will the Common Stock and the Warrants included in the Firm Units trade separately until (i) Underwriter allow separate trading before an audited balance sheet has been prepared reflecting receipt by the Company has of the gross proceeds of the Offering and filed with the Securities and Exchange Commission (the “Commission”) with a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. K. Each whole Warrant entitles its holder to exercise the Warrant to purchase one share of Common Stock for $11.50 per share, subject to adjustment, 6.00 during the period commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a its “Business Combination” or one year from the effective date (“Effective Date”) of the Registration Statement (as defined in Section 2.1.1 hereof) and terminating on the four-year anniversary of the Effective Date. “Business Combination” shall mean the acquisition by the Company, whether by merger, capital stock exchange, asset acquisition, stock purchase, reorganization, purchase or other similar business combination with of the foregoing, of one or more businesses domestic or foreign companies operating in the healthcare industry (as described more fully in the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidationRegistration Statement).

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriterssell, severally and not jointly, and to the Underwriters agree to purchase from the Company, severally and not jointlyUnderwriter, an aggregate of 20,000,000 _________ units (the “Firm Units”) of the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto Company, at a purchase price (net of discounts and commissions) of $9.80 ____ per Firm Unit, which represents a purchase price (net of discounts and commissions) of $_____ per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 _____ per Firm Unit. Each Firm Unit consists of one share of Class A the Company’s common stock, par value $0.0001 par value, of the Company .01 per share (the “Common Stock”), and one half of one redeemable a warrant (the “WarrantsWarrant”)) to purchase one share of Common Stock. The shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until at least six months after the 52nd day following effective date (the date hereof “Effective Date”) of the Registration Statement (as defined in Section 2.1.1 hereof) unless DJS informs the Representative determines Company of its decision to allow earlier separate trading, based on their assessment of the relative strengths of the securities markets and AMEX companies in general, and the trading pattern of, and demand for, the Company’s securities in particular. Notwithstanding DJS may permit continued trading of the immediately preceding sentence, in Units following such separation. In no event will the Common Stock and the Warrants included in the Firm Units trade separately DJS allow separate trading until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) preparation of a Current Report on Form 8-K that includes an audited balance sheet of the Company reflecting receipt by the Company’s receipt Company of the proceeds of the Offering and the Warrant Private Placement filing of such balance sheet with the Commission (as defined in Section 1.4.2herein defined) and updated financial information with respect to any proceeds on a Form 8-K or similar form by the Company receives from which includes such balance sheet; (ii) the exercise Company files a Form 8-K and issues a press release announcing when such separate trading will begin; and (iii) the Business Day (defined below) following the earliest to occur of the expiration of the Over-allotment Option (defined below) if such option is exercised prior to or the filing exercise of the Form 8Over-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will beginallotment Option in full. Each whole Warrant entitles its holder holder, upon exercise in accordance with the terms and conditions contained in a Warrant Agreement with respect to such Warrant, to purchase one share of Common Stock for at a price of $11.50 per share, subject to adjustment, __.00 during the period commencing one year from the Effective Date and terminating on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) and expiring on the five five-year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption or liquidationEffective Date.