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, 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, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A 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 (“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”), 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 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 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 Unit Private Placement (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 has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of such proceeds is not reflected in the 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 one year from the Closing Date (as defined below) 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 Warrants or liquidation 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 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 their respective names on the name of such Underwriter in 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 fifty second (52nd) 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 prior to the Business Day (as defined below) after until (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 Unit Warrant Private Placement (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year twelve months from the Closing Date (as defined below) and 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 liquidation 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 exercisableliquidation.

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 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 as set forth opposite their the respective names of the Underwriters set forth on Schedule A 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 the Company, par value $0.0001 per share (the “Class A common stock, $0.0001 par value, of the Company (“Common StockShares”), and one-half (1/2) of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Common Stock Class A Shares, Rights, and the Warrants included in the Firm Units will trade separately on the fifty second (52nd) 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 Class A Shares, Rights, and the Warrants included in the Firm Units trade separately prior to the Business Day until (as defined below) after (ia) the Company has filed with the United States 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 Unit Private Placement (as defined below) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year 12 months from the Closing Date (as defined below) and or 30 days after the consummation by the Company of a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization 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 of its initial Business Combination, or earlier upon Combination and (ii) the redemption of the Warrants Class A Shares or liquidation 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, an aggregate of 20,000,000 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, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A 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 (“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”), 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 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 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 Unit Private Placement (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 has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of such proceeds is not reflected in the 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 one year from the Closing Date (as defined below) 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 Warrants or liquidation 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, to the several Underwriters, an aggregate of 20,000,000 units 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 $9.80 9.765 per Firm Series A Unit and $9.393 per Series B Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite 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 (“"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 (“"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 fifty second effective date (52nd"Effective Date") day following 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 shares preparation of Common Stock and the Warrants included in the Firm Units trade separately 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 of the Company reflecting receipt by the Company’s receipt Company of the proceeds of the Offering and the Unit Private Placement (as defined below) and another Current Report on filing of a Form 8-K or an amendment to the Initial 8-K to update financial information with respect to any proceeds by the Company has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of which includes such proceeds is not reflected in the 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 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 (i) one year from the Closing Effective Date (as defined below) 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 Warrants or liquidation 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.Registration

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, to the several Underwriters, an aggregate of 20,000,000 6,000,000 units (the “Firm Units”) of the Company, Company 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 (as defined below). The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite 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 (“Common Stock”), and one (1) right to receive one-half tenth (1/10) of a share of common stock upon the consummation of a Business Combination (as defined below) (the “Rights”) and 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 fifty second (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 shares of Common Stock and the Warrants included in the Firm Units trade separately prior to the Business Day Registration Statement (as defined below) after is declared effective (ithe “Effective Date”) by 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 (the “Initial Form 8-K”) that includes with the Commission containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Unit Private Placement (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 has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of such proceeds is not reflected in the Initial 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 one year from the Closing Date thirty (as defined below30) and 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 of and terminating on the Warrants or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement fifth (as defined below5th), 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 UnderwritersUnderwriters 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, as set forth opposite the respective names of the Underwriters on Schedule A hereto, 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 their respective names on Schedule A 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-half of one redeemable warrant (the “Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 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 prior to the Business Day (as defined below) after until (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 Unit Private Placement Placements (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year twelve months from the Closing Date (as defined below) 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 Common Stock or liquidation 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, to the several Underwriters, an aggregate of 20,000,000 6,000,000 units (“Firm Units”) of the Company, at a purchase price (net of discounts and commissions) of $9.80 5.79 per Firm UnitUnit (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, agree to purchase from the Company the number of Firm Units set forth opposite 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 Unitthe Purchase Price. The Firm Units are to be offered initially to the public (“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 (“Common Stock”), and one-half of one redeemable warrant two warrants (the “WarrantsWarrant(s)”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 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 will not be separately prior transferable until the earlier to the Business Day (as defined below) after occur of (i) the expiration of the Underwriters’ option to purchase up to 900,000 additional units to cover over-allotments or (ii) 20 trading days after the exercise in full by the Underwriters of such option (the “Separation Date”), but in no event will the 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 (the “Initial 8-K”) that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (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 has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of such proceeds is not reflected in the 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. 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 one year from the Closing Date (as defined below) 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 one year from the effective date (“Effective Date”) of the Warrants or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement Registration Statement (as defined belowin 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 stock acquisition or other 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), 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, an aggregate of 20,000,000 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, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A 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 (“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”), 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 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 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 Unit Private Placement (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 has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of such proceeds is not reflected in the 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 one year from the Closing Date (as defined below) 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 Warrants or liquidation 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 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 ratably in accordance with the number of Firm Units set forth opposite their respective names on the name of such Underwriter in Schedule A hereto 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 valuevalue per share, of the Company (the “Class A Common Stock”), and 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 fifty second (52nd) 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 Class A Common Stock and the Public Warrants included in the Firm Units trade separately prior to the Business Day (as defined below) after until (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 Unit Warrant Private Placement (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year twelve months from the Closing Date (as defined below) and 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 liquidation 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 exercisableliquidation.

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 Company, as set forth opposite the respective names of the Underwriters on Schedule A hereto, at a purchase price (net of discounts and commissionscommissions and the Deferred Underwriting Commission described in Section 1.3 below) 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 their respective names on Schedule A hereto at a purchase price (net of discounts and commissions) 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-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 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 prior to the Business Day (as defined below) after until (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 Unit Warrant Private Placement (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year twelve months from the Closing Date (as defined below) and or 30 days after the consummation by the Company of a merger, consolidation, capital stock exchange, asset acquisition, stock purchase, reorganization 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 Warrants Common Stock or liquidation 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, to the several Underwriters, an aggregate of 20,000,000 7,500,000 units (“"Firm Units”") of the Company, at a purchase price (net of discounts and commissions) of $9.80 7.44 per Firm UnitUnit (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 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, agree to purchase from the Company the number of Firm Units set forth opposite 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 (“"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 (“"Common Stock”"), and one-half of one redeemable warrant (the “Warrants”"Warrant(s)"). The Common Stock and the Warrants included in the Firm Units will trade separately on the 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 will not be separately prior to transferable until 90 days after the Business Day effective date ("Effective Date") of the Registration Statement (as defined belowin Section 2.1.1 hereof) after (i) unless MJ informs the Company has filed of its decision to allow earlier separate trading, but in no event will MJ 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 filing of a Current Report on Form 8-K 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 Unit Private Placement (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 by the Company has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of which includes such proceeds is not reflected in the 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 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 one year from the Closing Date (as defined below) 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 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 of other similar business combination consummated by the Warrants or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement Company with an operating business (as defined belowdescribed more fully in the Registration Statement), 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, to the several Underwriters, an aggregate of 20,000,000 3,500,000 units (“"Firm Units”") of the Company, at a purchase price (net of discounts and commissions) of $9.80 5.58 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite 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 (“"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 (“"Common Stock”"), and one-half of one redeemable warrant two warrants (the “Warrants”"Warrant(s)"). The Common Stock and the Warrants included in the Firm Units will trade separately on the 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 will not be separately prior to transferable until 90 days after the Business Day effective date ("Effective Date") of the Registration Statement (as defined belowin Section 2.1.1 hereof) after (i) unless EBC informs the Company has filed with of its decision to allow earlier separate trading, but in no event will EBC allow separate trading until the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (the “Initial 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 Unit Private Placement (as defined below) and another Current Report on filing of a Form 8-K or an amendment to the Initial 8-K to update financial information with respect to any proceeds by the Company has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of which includes such proceeds is not reflected in the 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 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 one year from the Closing Date (as defined below) 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 one year from the Effective Date of the Warrants or liquidation Registration Statement and terminating on the four-year anniversary of the Company; providedEffective Date. "Business Combination" shall mean any merger, howevercapital stock exchange, that pursuant to asset acquisition or other similar business combination consummated by the Warrant Agreement Company with an operating business in the entertainment, media and communications industry (as defined belowdescribed more fully in the Registration Statement), 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 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 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 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 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 prior to the Business Day (as defined below) after until (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 Unit Warrant Private Placement (as defined belowin Section 1.3.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year twelve months from the Closing Date (as defined below) and 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 Common Stock or liquidation 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 10,000,000 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 as set forth opposite their the respective names of the Underwriters set forth on Schedule A 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 per share (the Company (“Class A Common Stock”), ) and one right. Each right entitles the holder thereof to receive one-half 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 fifty second (52nd) 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 prior to the Business Day until (as defined below) after (ia) the Company has filed with the United States 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 Unit Private Placement Warrants (as defined below) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year from the Closing Date (as defined below) 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 Warrants or liquidation 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 exercisablecommence.

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 Company, at a purchase price (net of discounts and commissionscommissions and the Deferred Underwriting Commission described in Section 1.3 below) of $9.80 9.30 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from in the Company the number of Firm Units amounts set forth opposite their respective names on Schedule A attached hereto at and made a purchase price (net of discounts and commissions) 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-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 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 prior to the Business Day (as defined below) after until (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 Unit Private Placement Placements (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year from the Closing Date (as defined below) 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 Warrants Common Stock or liquidation 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, to the several Underwriters, an aggregate of 20,000,000 4,000,000 units (the “Firm Units”) of the Company, Company at a purchase price (net of discounts and commissions, including the Deferred Underwriting Commission described in Section 1.3 below) of $9.80 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 their respective names on Schedule A hereto at a purchase price (net of discounts and commissions) 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”), and one right (“Right”) to receive one-half tenth of one share of Common Stock upon the consummation of a Business Combination (as defined below) and 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 fifty second (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 shares of Common Stock and the Warrants included in the Firm Units trade separately prior subject, however, to the Business Day (as defined below) after (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) filing a Current Report on Form 8-K (the “Initial Form 8-K”) that includes 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 Unit Private Placement (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 has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of such proceeds is not reflected in the Initial 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 one year from (a) the Closing Date closing of a Business Combination (as defined below), or (b) twelve (12) months from the date of the Prospectus (as defined below), and 30 days after terminating on the consummation by fifth (5th) anniversary of 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, reorganization entering 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 of the Warrants or liquidation 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 5,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters on Schedule A hereto, at a purchase price (net of discounts and commissionscommissions and the Deferred Underwriting Commission described in Section 1.3 below) 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 their respective names on Schedule A hereto at a purchase price (net of discounts and commissions) 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 valueper share (the “Ordinary Shares” and, of the Company (individually, an “Common StockOrdinary 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 fifty 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 Ordinary Shares, Rights and the Warrants included in the Firm Units trade separately prior to the Business Day (as defined below) after until (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 Unit Private Placement (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later receive one-tenth of one year from the Closing Date (as defined below) and 30 days after the Ordinary Share upon consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization 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 Warrants Ordinary Shares or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not . Rights must be exercised for a fractional share in multiples of at least ten and only whole Warrants are exercisablemust be exercised in multiples of at least 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, an aggregate of 20,000,000 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, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A 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 (“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”), and onethree-half fourths of one redeemable warrant (the “Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 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 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 Unit Private Placement (as defined below) and 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 has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of such proceeds is not reflected in the 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 one year from the Closing Date (as defined below) 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 Warrants or liquidation 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, an aggregate of 20,000,000 units (“Firm Units”) of and the Underwriters agree to purchase from 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 an aggregate of 10,000,000 units (the Company “Firm Units”) the number of Firm Units set forth opposite their respective names on the name of such Underwriter in 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 fifty second (52nd) 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 prior to the Business Day (as defined below) after until (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 Unit Warrant Private Placement (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year twelve months from the Closing Date (as defined below) and 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 liquidation 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 exercisableliquidation.

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 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 their respective names on Schedule A 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 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 prior to the Business Day (as defined below) after until (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 Unit Private Placement (as defined belowin Section 1.3.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year twelve months from the Closing Date (as defined below) and 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 liquidation 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 exercisableliquidation.

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, an aggregate of 20,000,000 units (“Firm Units”) of and the Underwriters agree to purchase from 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 an aggregate of 10,000,000 units (the Company “Firm Units”), ratably in accordance with the number of Firm Units set forth opposite their respective names on the name of such Underwriter in Schedule A hereto 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 stockordinary share, of $0.0001 par value, of the Company (the “Common StockClass A Ordinary Shares”), and 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 fifty second (52nd) 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 Class A Ordinary Shares and the Warrants included in the Firm Units trade separately prior to the Business Day (as defined below) after until (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 Unit Warrant Private Placement (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year twelve months from the Closing Date (as defined below) and or 30 days after the consummation by the Company of a merger, capital stock share exchange, asset acquisition, stock share 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 Warrants or liquidation 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 exercisableliquidation.

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, to the several Underwriters, an aggregate of 20,000,000 12,500,000 units (“Firm Units”) of the Company, Company at a purchase price (net of discounts and commissions) of $9.80 7.52 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite 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 (“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 (“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 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 will not be separately prior to transferable until __ days after the Business Day effective date (“Effective Date”) of the Registration Statement (as defined belowin Section 2.1.1 hereof) after (i) unless the Representative informs the Company has filed with of its decision to allow earlier separate trading, but in no event will the Securities and Exchange Commission (Representative allow separate trading until the “Commission”) a Current Report on Form 8-K (the “Initial 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 Unit Private Placement (as defined below) and another Current Report on filing of a Form 8-K or an amendment to the Initial 8-K to update financial information with respect to any proceeds by the Company has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of which includes such proceeds is not reflected in the 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 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 one year from the Closing Date (as defined below) 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 one year from the Effective Date of the Warrants or liquidation Registration Statement and terminating on the five-year anniversary of the Company; providedEffective Date. “Business Combination” shall mean any merger, howevercapital stock exchange, that pursuant to asset or stock acquisition or other similar business combination consummated by the Warrant Agreement Company with an operating business (as defined belowdescribed more fully in the Registration Statement), 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 UnderwritersUnderwriters 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 Company, as set forth opposite the respective names of the Underwriters on Schedule A hereto, at a purchase price (net of discounts and commissions) of approximately $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 their respective names on Schedule A hereto at a purchase price (net of discounts and commissions) of $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 onethree-half quarters of one redeemable warrant (the “Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 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 prior to the Business Day (as defined below) after until (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 Unit Private Placement Placements (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year twelve months from the Closing Date (as defined below) 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 Common Stock or liquidation 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 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 their respective names on Schedule A 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 fourth of one redeemable warrant (the “Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 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 prior to the Business Day (as defined below) after until (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 Unit Private Placement (as defined belowin Section 1.3.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year twelve months from the Closing Date (as defined below) and 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 liquidation 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 exercisableliquidation.

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 Company, as set forth opposite the respective names of the Underwriters on Schedule A hereto, at a purchase price (net of discounts and commissionscommissions and the Deferred Underwriting Commission described in Section 1.3 below) of $9.80 9.45 per Firm Unit. The Underwriters, severally and not jointlyprovided, agree however, that the Representative has agreed to purchase from receive 80,000 of the Company the number of Firm Units set forth opposite their respective names on Schedule A hereto at a purchase price (net of discounts and commissions) Company’s units instead of $9.80 per 0.08 of the cash discount for the Firm UnitUnits. 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 per share (the Company (“Common Stock”), and onethree-half quarters of one redeemable warrant (the “Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the fifty second ninetieth (52nd90th) 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 prior to the Business Day (as defined below) after until (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 Unit Warrant Private Placement (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year twelve months from the Closing Date (as defined below) and or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization 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 Warrants Common Stock or liquidation 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 UnderwritersUnderwriter, severally and not jointlythe Underwriter agrees to purchase from the Company, an aggregate of 20,000,000 4,000,000 units (“Firm Units”) of the Company, at a purchase price (net of discounts and commissionscommissions and the Deferred Underwriting Commission described in Section 1.3 below) of $9.80 9.55 per Firm Unit. The Underwriters; provided, severally and not jointlyhowever, agree to purchase 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 their respective names on Schedule A hereto at a purchase price purchased by Introduced Parties, multiplied by (net of discounts and commissionsii) of $9.80 per Firm Unit0.15 (the “Additional Amount”). The Firm Units are to be offered initially to the public (“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 (“Common StockOrdinary Shares”), and one right to receive one-half 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 fifty second tenth (52nd10th) day 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 shares of Common Stock Ordinary Shares and the Warrants Rights included in the Firm Units trade separately prior to until 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 Unit Private Placement (as defined belowin Section 1.5) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update Registered Unit Sale (as defined in Section 1.5) and updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year from the Closing Date (as defined below) and 30 days after the an Ordinary Share upon consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, 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 of the Warrants or liquidation 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, an aggregate of 20,000,000 units (“Firm Units”) of and the Underwriters agree to purchase from 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 an aggregate of 15,000,000 units (the Company “Firm Units”), ratably in accordance with the number of Firm Units set forth opposite their respective names on the name of such Underwriter in Schedule A hereto 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 valuevalue per share, of the Company (the “Class A Common Stock”), and 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 fifty second (52nd) 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 Class A Common Stock and the Warrants included in the Firm Units trade separately prior to the Business Day (as defined below) after until (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 Unit Warrant Private Placement (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year from the Closing Date (as defined below) 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 Class A Common Stock or liquidation 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 10,000,000 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 as set forth opposite their the respective names of the Underwriters set forth on Schedule A 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 per share (the Company (“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 fifty second (52nd) 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 prior to the Business Day until (as defined below) after (ia) the Company has filed with the United States 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 Unit Private Placement Warrants (as defined below) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year from the Closing Date (as defined below) 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 Warrants or liquidation 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 exercisablecommence.

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, an aggregate of 20,000,000 units (“Firm Units”) of and the Underwriters agree to purchase from 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 an aggregate of 15,000,000 units (the Company “Firm Units”), ratably in accordance with the number of Firm Units set forth opposite their respective names on the name of such Underwriter in Schedule A hereto 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, of $0.0001 par value, of the Company (the “Common StockClass A common stock”), and 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 fifty second (52nd) 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 Class A common stock and the Warrants included in the Firm Units trade separately prior to the Business Day (as defined below) after until (i) the Company has filed with the U.S. 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 Unit Warrant Private Placement (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year twelve months from the Closing Date (as defined below) and or 30 days after the consummation by the Company of a merger, capital stock share 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 liquidation 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 exercisableliquidation.

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 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 their respective names on Schedule A 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 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 prior to the Business Day (as defined below) after until (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 Unit Private Placement (as defined belowin Section 1.3.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year twelve months from the Closing Date (as defined below) and 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 liquidation 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 exercisableliquidation.

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, to the several Underwriters, an aggregate of 20,000,000 6,250,000 units (“Firm Units”) of the Company, at a purchase price (net of discounts and commissions) of $9.80 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 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 (“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 (“Common Stock”), and one-half of one redeemable warrant (the “WarrantsWarrant”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 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 will not be separately prior to transferable until 90 days after the Business Day effective date (“Effective Date”) of the Registration Statement (as defined belowin Section 2.1.1 hereof) unless the Representative informs the Company, in writing, of its decision to allow earlier separate trading 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, but in no event will the Representative allow separate trading 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 (the “Initial 8-K”) that which includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (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 in Section 2.22.4), including any proceeds the Company has then received 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 receipt filing of such proceeds is not reflected in the Initial 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 one year from the Closing Date (as defined below) 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 one year from the Effective Date of the Warrants or liquidation Registration Statement and terminating on the four-year anniversary of the Company; providedEffective Date. “Business Combination” shall mean any merger, howevercapital stock exchange, that pursuant to asset acquisition or other similar business combination consummated by the Warrant Agreement Company with one or more operating businesses in the education industry (as described more fully in the Registration Statement (as defined in Section 2.1.1 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 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 ratably in accordance with the number of Firm Units set forth opposite their respective names on the name of such Underwriter in Schedule A hereto 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 valuevalue per share, of the Company (the “Class A Common Stock”), and 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 fifty second (52nd) 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 Class A Common Stock and the Warrants included in the Firm Units trade separately prior to the Business Day (as defined below) after until (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 Unit Warrant Private Placement (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year twelve months from the Closing Date (as defined below) and 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 Class A Common Stock or liquidation 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, to the several Underwriters, an aggregate of 20,000,000 7,500,000 units (“Firm Units”) of the Company, at a an initial purchase price (net of discounts and commissions) of $9.80 7.44 per Firm UnitUnit (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, agree to purchase from the Company the number of Firm Units set forth opposite 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 (“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 (“Common Stock”), and one-half of one redeemable warrant (the “WarrantsWarrant(s)”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 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 will not be separately prior to transferable until 90 days after the Business Day effective date of the Registration Statement (as defined belowin Section 2.1.1 hereof) after (i“Effective Date”) unless the Representative informs the Company has filed with of its decision to allow earlier separate trading, but in no event will the Securities and Exchange Commission (Representative allow separate trading until the “Commission”) a Current Report on Form 8-K (the “Initial 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 Unit Private Placement (as defined below) and another Current Report on filing of a Form 8-K or an amendment to the Initial 8-K to update financial information with respect to any proceeds by the Company has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of which includes such proceeds is not reflected in the 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 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 one year from the Closing Date (as defined below) 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, Combination or earlier upon redemption one year from the Effective Date of the Warrants or liquidation Registration Statement and terminating on the four-year anniversary 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 exercisableEffective 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 27,500,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters on Schedule A hereto, 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 their respective names on Schedule A 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 per share (the Company (“Common Stock”), and one-half sixteenth of one right (the “Rights”) and one redeemable warrant (the “Warrants”). The Common Stock Stock, Rights and the Warrants included in the Firm Units will trade separately on the 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 prior to the Business Day (as defined below) after until (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 Unit Warrant Private Placement (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year twelve months from the Closing Date (as defined below) and 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 Warrants Common Stock or liquidation 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 9,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters on Schedule A hereto, at a purchase price (net of discounts and commissionscommissions and the Deferred Underwriting Commission described in Section 1.3 below) 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 their respective names on Schedule A hereto at a purchase price (net of discounts and commissions) 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 per share (the Company (“Common Stock”), and 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 fifty 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 prior to the Business Day (as defined below) after until (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 Unit Warrant Private Placement (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year from after the Closing Date effective date (“Effective Date”) of the Registration Statement (as defined belowin Section 2.1.1 hereof) and 30 days after or the consummation by the Company day of completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization 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 Warrants Common Stock or liquidation of the Company; provided, however, that pursuant . Each Right entitles the holder to receive one-tenth (1/10) of one share of Common Stock upon completion of the Warrant Agreement (as defined below), a Warrant may 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 for a fractional share in multiples of 10 and only whole Warrants are exercisablemust 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, an aggregate of 20,000,000 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, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A 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 (“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”), 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 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 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 Unit Private Placement (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 has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of such proceeds is not reflected in the 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 one year from the Closing Date (as defined below) 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 Warrants or liquidation 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, an aggregate of 20,000,000 units (“Firm Units”) of and the Underwriters agree to purchase from 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 an aggregate of 25,000,000 units (the Company “Firm Units”) the number of Firm Units set forth opposite their respective names on the name of such Underwriter in 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 third of one redeemable warrant (the “Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the fifty second (52nd) 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 prior to the Business Day (as defined below) after until (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 Unit Warrant Private Placement (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year twelve months from the Closing Date (as defined below) and 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 liquidation 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 exercisableliquidation.

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 Companyname of such Underwriter in Schedule A attached hereto, 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 their respective names on Schedule A hereto at a purchase price excluding Deferred Underwriting Commission (net of discounts and commissionsas 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-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 fifty second (52nd) 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 Ordinary Shares and the Warrants included in the Firm Units trade separately prior to the Business Day (as defined below) after until (i) the Company has filed with the U.S. 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 Unit Private Placement (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year from the Closing Date (as defined below) and 30 days after the consummation by the Company of a merger, capital stock share exchange, asset acquisition, stock share purchase, recapitalization, 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 of redemption; provided that the Warrants or liquidation of will expire earlier if the Company; provided, however, that pursuant to Company has not completed an initial Business Combination within the Warrant Agreement required time period and liquidates the Trust Account (as defined below), a Warrant may not be exercised for a fractional share and only whole Warrants are exercisable) in connection therewith.

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, to the several Underwriters, an aggregate of 20,000,000 6,125,000 units (“Firm Units”) of the Company, Company at a purchase price (net of discounts and commissions) of $9.80 7.44 per Firm UnitUnit (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 Company agrees that it shall pay such discounts and commissions only upon consummation of such Business Combination. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite 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 (“Offering”) at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stockthe Company’s Common Stock, par value $0.0001 par value, of the Company .0001 per share (“Common StockShares”), 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 fifty second effective date (52nd“Effective Date”) day following 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 shares Representative allow separate trading until the preparation of Common Stock 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 prior to the Business Day filing of a Current Report on Form 8-K (as defined below“Closing 8-K”) 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 Unit Private Placement (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 by the Company has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of which includes such proceeds is not reflected in the 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 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 ___________, 2009 [one year from the Closing Date (as defined below) Effective Date] 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 ” and terminating on the four-year anniversary of the Warrants or liquidation of the Company; provided, however, that pursuant to Effective Date unless earlier redeemed as provided in the Warrant Agreement (as defined belowin Section 2.21 hereof), 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, to the several Underwriters, an aggregate of 20,000,000 7,500,000 units (“"Firm Units”") of the Company, 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 (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 Company agrees that it shall pay such discounts and commissions only upon consummation of such Business Combination. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite 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 (“"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 (“"Common Stock”"), and one-half of one redeemable warrant (the “Warrants”"Warrant(s)"). The Common Stock and the Warrants included in the Firm Units will trade separately on the 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 will not be separately prior to transferable until 90 days after the Business Day effective date ("Effective Date") of the Registration Statement (as defined below) after (i) unless MJ informs the Company has filed with of its decision to allow earlier separate trading, but in no event will MJ allow separate trading until the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (the “Initial 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 Unit Private Placement (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 has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of such proceeds is not reflected in the 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 one year from the Closing Date (as defined below) and 30 days after the consummation by the Company filing 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 liquidation 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.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 to the several Underwriterssell, severally and not jointly, to the several Underwriters, an aggregate of 20,000,000 4,500,000 units (““ Firm Units”) of the Company, at a purchase price (net of discounts and commissions) of $9.80 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 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 (““ 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 (““ 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 separately on the 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 will not be separately prior to transferable until 90 days after the Business Day effective date (“ Effective Date”) of the Registration Statement (as defined belowin Section 2.1.1 hereof) unless the Representative informs the Company, in writing, of its decision to allow earlier separate trading 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, but in no event will the Representative allow separate trading 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 (the “Initial 8-K”) that which includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (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 in Section 2.22.4), including any proceeds the Company has then received 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 receipt filing of such proceeds is not reflected in the Initial 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 one year from the Closing Date (as defined below) 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 one year from the Effective Date of the Warrants or liquidation Registration Statement and terminating on the four-year anniversary of the Company; providedEffective Date. “ Business Combination” shall mean any merger, howevercapital stock exchange, that pursuant to asset acquisition or other similar business combination consummated by the Warrant Agreement Company with one or more operating businesses in the education industry (as described more fully in the Registration Statement (as defined in Section 2.1.1 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 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 ratably in accordance with the number of Firm Units set forth opposite their respective names on the name of such Underwriter in Schedule A hereto 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 stockordinary share, of $0.0001 par value, of the Company (the “Common StockClass A Ordinary Share”), 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 fifty second (52nd) 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 Class A Ordinary Shares and the Warrants included in the Firm Units trade separately prior to the Business Day (as defined below) after until (i) the Company has filed with the U.S. 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 Unit Warrant Private Placement (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year twelve months from the Closing Date (as defined below) and or 30 days after the consummation by the Company of a merger, capital stock share exchange, asset acquisition, stock share 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 liquidation 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 exercisableliquidation.

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, to the several Underwriters, an aggregate of 20,000,000 12,500,000 units (“Firm Units”) of the Company, 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 (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 Company agrees that it shall pay such discounts and commissions only upon consummation of such Business Combination. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite 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 (“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 (“Common Stock”), and one-half of one redeemable warrant (the “WarrantsWarrant(s)”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 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 will not be separately prior to transferable until 90 days after the Business Day effective date (“Effective Date”) of the Registration Statement (as defined below) after (i) unless MJ informs the Company has filed with of its decision to allow earlier separate trading, but in no event will MJ allow separate trading until the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (the “Initial 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 Unit Private Placement (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 has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of such proceeds is not reflected in the 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 one year from the Closing Date (as defined below) and 30 days after the consummation by the Company filing 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 liquidation 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.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, an aggregate of 20,000,000 units (“Firm Units”) of and the Underwriters agree to purchase from 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 an aggregate of 30,000,000 units (the Company “Firm Units”), ratably in accordance with the number of Firm Units set forth opposite their respective names on the name of such Underwriter in Schedule A hereto 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 valuevalue per share, of the Company (the “Class A Common Stock”), and one-half 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 fifty second (52nd) 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 Class A Common Stock and the Warrants included in the Firm Units trade separately prior to the Business Day (as defined below) after until (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 Unit Warrant Private Placement (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year twelve months from the Closing Date (as defined below) and 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 liquidation 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 exercisableliquidation.

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 their respective names on Schedule A 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 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 prior to the Business Day (as defined below) after until (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 Unit Private Placement (as defined belowin Section 1.3.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year twelve months from the Closing Date (as defined below) and 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 liquidation 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 exercisableliquidation.

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 Companyname of such Underwriter in Schedule A attached hereto, 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 their respective names on Schedule A hereto at a purchase price excluding Deferred Underwriting Commission (net of discounts and commissionsas 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 fifty second (52nd) 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 Class A Ordinary Shares and the Warrants included in the Firm Units trade separately prior to the Business Day (as defined below) after until (i) the Company has filed with the U.S. 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 Unit Private Placement (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year from the Closing Date (as defined belowi) and 30 days after the consummation by the Company of a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization 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 of the Warrants or liquidation 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 exercisableliquidation.

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, an aggregate of 20,000,000 units (“Firm Units”) of and the Underwriters agree to purchase from 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 an aggregate of 12,500,000 units (the Company “Firm Units”), ratably in accordance with the number of Firm Units set forth opposite their respective names on the name of such Underwriter in Schedule A hereto 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 stockordinary share, of $0.0001 par value, of the Company (the “Common StockClass A Ordinary Share”), 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 fifty second (52nd) 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 Class A Ordinary Shares and the Warrants included in the Firm Units trade separately prior to the Business Day (as defined below) after until (i) the Company has filed with the U.S. 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 Unit Warrant Private Placement (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year twelve months from the Closing Date (as defined below) and or 30 days after the consummation by the Company of a merger, capital stock share exchange, asset acquisition, stock share 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 liquidation 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 exercisableliquidation.

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, an aggregate of 20,000,000 units (“Firm Units”) of and the Underwriters agree to purchase from 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 an aggregate of 15,000,000 units (the Company “Firm Units”), ratably in accordance with the number of Firm Units set forth opposite their respective names on the name of such Underwriter in Schedule A hereto 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 stockordinary share, of $0.0001 par value, of the Company (the “Common StockClass A Ordinary Shares”), and 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 fifty second (52nd) 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 Class A Ordinary Shares and the Warrants included in the Firm Units trade separately prior to the Business Day (as defined below) after until (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 Unit Warrant Private Placement (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year twelve months from the Closing Date (as defined below) and or 30 days after the consummation by the Company of a merger, capital stock share exchange, asset acquisition, stock share 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 Warrants or liquidation 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 exercisableliquidation.

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, to the several Underwriters, an aggregate of 20,000,000 4,500,000 units (“"Firm Units”") of the Company, at a purchase price (net of discounts and commissions) of $9.80 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 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 (“"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 (“"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 fifty second effective date (52nd"Effective Date") day following 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 shares of Common Stock and the Warrants included in the Firm Units trade separately prior to the Business Day (as defined below) after (i) Representative allow separate trading until 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 's receipt of the proceeds of the Offering and the Unit Private Placement (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 Offering, including any proceeds the Company has then received 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 receipt filing of such proceeds is not reflected in the 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. 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 one year from the Closing Date (as defined below) and 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 of with an operating business (as described more fully in the Warrants or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement Registration Statement (as defined in Section 2.1.1 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 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 as set forth opposite their the respective names of the Underwriters set forth on Schedule A 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 per share (the Company (“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 fifty second (52nd) 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 prior to the Business Day until (as defined below) after (ia) the Company has filed with the United States 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 Unit Private Placement Warrants (as defined below) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year from the Closing Date (as defined below) 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 Warrants or liquidation 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 exercisablecommence.

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 Company, as set forth opposite the respective names of the Underwriters on Schedule A hereto, 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 their respective names on Schedule A hereto at a purchase price (net of discounts and commissions) of $9.80 10.00 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 per share (the Company (“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 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 prior to the Business Day (as defined below) after until (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 Unit Warrant Private Placement (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year twelve months from the Closing Date (as defined below) and or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization 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 Warrants Common Stock or liquidation 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 to the several Underwriterssell, severally and not jointly, to the several Underwriters, an aggregate of 20,000,000 5,000,000 units (“"Firm Units”") of the Company, at a purchase price (net of discounts and commissionscommissions 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 Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A hereto I at a purchase price (net of discounts and commissionscommissions 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 (“"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 (“"Common Stock”"), and one-half of one redeemable warrant two warrants (the “Warrants”"Warrant(s)"). The Common Stock and the Warrants included in the Firm Units will trade separately on the 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 will not be separately prior to transferable until 90 days after the Business Day effective date ("Effective Date") of the Registration Statement (as defined belowin Section 2.1.1) after (i) unless the Underwriters inform the Company has filed with of their decision to allow earlier separate trading, but in no event will the Securities and Exchange Commission (Underwriters allow separate trading until the “Commission”) a Current Report on Form 8-K (the “Initial 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 Unit Private Placement (as defined below) and another Current Report on filing of a Form 8-K or an amendment to the Initial 8-K to update financial information with respect to any proceeds by the Company has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of that includes such proceeds is not reflected in the 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 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 one year from the Closing Date (as defined below) 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 " and one year from the Effective Date and terminating on the four-year anniversary of the Warrants or liquidation of the Company; provided, however, that pursuant to Effective Date unless earlier redeemed as provided in the Warrant Agreement (as defined belowin Section 2.21 hereof). "Business Combination" shall mean any merger, a Warrant may not be exercised for a fractional share and only whole Warrants are exercisablecapital stock exchange, asset acquisition or other 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 Underwriterssell, severally and not jointly, to the several Underwriters, an aggregate of 20,000,000 6,000,000 units (“Firm Units”) of the Company, at a purchase price (net of discounts and commissions) of $9.80 9.775 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite 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 (“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 per share (the Company (“Common Stock”), ) and one-half of (ii) 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 fifty second (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 shares of Common Stock and the Warrants included in the Firm Units trade separately prior to until the Business Day (as defined below) business day after (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 86-K (the “Initial 8-K”) that which includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (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 in Section 1.3), including any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 8Form 6-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 one year from the Closing Date thirty (as defined below30) and 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 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 of the Warrants or liquidation 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 exercisableRegistration 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, an aggregate of 20,000,000 units (“Firm Units”) of and the Underwriters agree to purchase from 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 an aggregate of 18,000,000 units (the Company “Firm Units”), ratably in accordance with the number of Firm Units set forth opposite their respective names on the name of such Underwriter in Schedule A hereto 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, of $0.0001 par value, of the Company (the “Common StockClass A common stock”), and 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 fifty second (52nd) 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 shares of Common Stock Class A common stock and the Warrants included in the Firm Units trade separately prior to the Business Day (as defined below) after until (i) the Company has filed with the U.S. 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 Unit Warrant Private Placement (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year twelve months from the Closing Date (as defined below) and or 30 days after the consummation by the Company of a merger, capital stock share 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 liquidation 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 exercisableliquidation.

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”) of the Company, as set forth opposite the respective names of the Underwriters on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Underwriters, severally and Unit (not jointly, agree to purchase from including the Company the number of Firm Units set forth opposite their respective names on Schedule A hereto at a purchase price (net of discounts and commissions) of $9.80 per Firm UnitDeferred Underwriting Commission described in Section 1.3 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 the Company’s 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 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 prior to the Business Day (as defined below) after until (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 Unit Warrant Private Placement (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year from the Closing Date (as defined below) 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 Warrants Common Stock or liquidation 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 10,000,000 units (the “Firm Units”) ), ratably in accordance with the number of Firm Units set forth opposite the Companyname of such Underwriter in Schedule A attached hereto, 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 their respective names on Schedule A hereto at a purchase price excluding Deferred Underwriting Commission (net of discounts and commissionsas 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 fifty second (52nd) 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 Class A Ordinary Shares and the Warrants included in the Firm Units trade separately prior to the Business Day (as defined below) after until (i) the Company has filed with the U.S. 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 Unit Warrant Private Placement (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial Form 8-K, and (iii) 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 one year from the Closing Date (as defined below) and 30 days after the consummation by the Company of a merger, capital stock share exchange, asset acquisition, stock share 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 liquidation 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 exercisableliquidation.

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, to the several Underwriters, an aggregate of 20,000,000 9,375,000 units (the “Units” and such 9,375,000 Units, the “Firm Units”) of the Company, 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 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 .0001 per share (the Company (“Common Stock”), and one-half one (1) warrant to purchase one (1) share of one redeemable warrant Common Stock (the “WarrantsWarrant(s)”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 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 will not be separately prior to transferable until 90 days after the Business Day effective date (the “Effective Date”) of the Registration Statement (as defined belowin Section 2.1.1 hereof) after (i) unless Xxxx Capital informs the Company has filed with of its decision to allow earlier separate trading (and thereafter shall trade only Xxxx Capital Partners, LLC _______________, 2005 Page 2 of 44 separately), but in no event xxxx Xxxx Capital allow separate trading until the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (the “Initial 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 Unit Private Placement filing of such audited balance sheet with the Commission (as defined belowherein defined) and another Current Report on a Form 8-K or an amendment to the Initial 8-K to update financial information with respect to any proceeds similar form by the Company has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of which includes such proceeds is not reflected in the 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 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 one year from the Closing Date (as defined below) 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 one year from the Effective Date of the Warrants or liquidation Registration Statement and terminating on the four-year anniversary of the Company; providedEffective Date. As used herein, however, that pursuant to the Warrant Agreement term “Business Combination” (as defined below)described more fully in the Registration Statement) shall mean any merger, a Warrant may not be exercised for a fractional share capital stock exchange, asset or stock acquisition or other 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 only whole Warrants are exercisablerelated 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 Underwriterssell, severally and not jointly, to the several 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 commissionscommissions of $0.56, $0.26 of which shall be deposited into the Trust Fund (as defined herein) pursuant to Section 1.5) of $9.80 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 their respective names on Schedule A attached hereto and made a part hereof at a purchase price (net of discounts and commissionscommissions of $0.56, $0.26 of which shall be deposited into the Trust Fund pursuant to Section 1.5) 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 per share (the Company (“Common Stock”), and one-half one warrant to purchase one share of one redeemable warrant Common Stock (the “WarrantsWarrant(s)”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 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 prior to the will begin separate trading five Business Day Days (as defined below) after following the earlier to occur of the expiration of the Underwriters’ Over-allotment Option (ias defined in Section 1.2 hereof) or its exercise in full, subject to the Company has filed with the Securities and Exchange Commission (the “Commission”) filing a Current Report on Form 8-K with the Commission (the “Initial 8-K”as defined in Section 2.1.1 hereof) that includes containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and (the Unit Private Placement (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 has then received from the exercise of the Over-allotment Option (as defined belowK”) if the receipt of such proceeds is not reflected in the Initial 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. The Company will file the Current Report on Form 8-K upon 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 will include proceeds the Company receives from the exercise of the Over-allotment Option, if the Over-allotment 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 5.00 per share, subject to adjustment, share during the period commencing on the later of one year from the Closing Date of: (as defined belowa) and 30 days after the consummation by the Company of a its Business Combination (as defined below) or (b) one year from the effective date (the “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. 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 “Business Combination”) Registration Statement). The Company has the right to redeem the Warrants (and expiring on the five year anniversary Representatives’ Warrants but only upon exercise of the consummation by the Company of its initial Business Combination, or earlier upon redemption of the Warrants or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement Representatives’ Unit Purchase Option (each as defined below)) 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 $11.50 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 Day” shall mean any day other than a Warrant may Saturday, Sunday or any day on which national banks in New York, New York are not be exercised open for a fractional share and only whole Warrants are exercisablebusiness.

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, an aggregate of 20,000,000 units (“Firm Units”) of and the Underwriters agree to purchase from 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 units set forth opposite their respective names on Schedule A hereto (the “Firm Units”) of the 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 (“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 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 Ordinary Shares and the Warrants included in the Firm Units trade separately prior to the Business Day (as defined below) after until (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 Unit Warrant Private Placement (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year twelve months from the Closing Date (as defined below) and 30 days after or 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 liquidation 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 Underwriters, severally and not jointlythe 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 20,000,000 ___units (“Firm Units”) of the Company, at a purchase price (net of discounts and commissionscommissions and subject to Section 3.22 hereof) 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 their respective names on Schedule A 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 (“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 (“Common Stock”), and one-half of one redeemable warrant two warrants (the “WarrantsWarrant(s)”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 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 will not be separately prior transferable until 20 days after the earlier to occur of (i) the Business Day expiration of the Over-allotment Option (as defined belowin Section 1.2.1 hereof) after or (iii) the exercise in full or in part by the Underwriters of the Over-allotment Option; provided, however, that in no event will the 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 Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (the “Initial 8-K”) that which includes an such audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (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 has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of such proceeds is not reflected in the 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 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 one year from the Closing Date (as defined below) 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 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 Effective Date, or earlier upon redemption of redemption. “Business Combination” shall mean the Warrants or liquidation of acquisition by the Company; provided, howeverwhether by merger, that pursuant to capital stock exchange, stock purchase, asset acquisition or other similar business combination, of one or more domestic and/or foreign operating businesses in the Warrant Agreement technology, multimedia and networking sectors (as defined belowdescribed more fully in the Registration Statement), 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 UnderwritersUnderwriters 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 Company, as set forth opposite the respective names of the Underwriters on Schedule A hereto, at a purchase price (net of discounts and commissions) of approximately $9.80 9.90 per Firm Unit. The Underwriters; provided, severally however, that the total amount of all discounts and not jointlycommissions 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 $1,000,000, agree to purchase plus an additional 1% of the gross proceeds only from the Company sale of the number of Firm Option Units set forth opposite their respective names on Schedule A hereto at a purchase price (net of discounts and commissions) of $9.80 per Firm Unitas 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-half of one redeemable warrant (the “Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 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 prior to the Business Day (as defined below) after until (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 Unit Private Placement Placements (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year twelve months from the Closing Date (as defined below) 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 Common Stock or liquidation 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 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 ratably in accordance with the number of Firm Units set forth opposite their respective names on the name of such Underwriter in Schedule A hereto 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 valuevalue per share, of the Company (the “Class A Common Stock”), and 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 fifty second (52nd) 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 Class A Common Stock and the Warrants included in the Firm Units trade separately prior to the Business Day (as defined below) after until (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 Unit Warrant Private Placement (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year twelve months from the Closing Date (as defined below) and 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 liquidation 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 exercisableliquidation.

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, to the several 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 $9.80 9.40 per Firm UnitUnit ($.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 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 .0001 per share (the Company (“Common Stock”), and one-half one warrant to purchase one share of one redeemable warrant Common Stock (the “WarrantsWarrant(s)”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 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 will not be separately prior to transferable until 90 days after the Business Day effective date (the “Effective Date”) of the Registration Statement (as defined belowin Section 2.1.1 hereof) after unless Maxim informs the Company in writing of its decision to allow earlier separate trading 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. Maxim may decide to allow continued trading of the Units following such separation. In no event will 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 (the “Initial 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 Unit Private Placement filing of such audited balance sheet with the Commission (as defined belowherein defined) and another Current Report on a Form 8-K or an amendment to the Initial 8-K to update financial information with respect to any proceeds similar form by the Company has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of which includes such proceeds is not reflected in the Initial 8-K, and balance sheet; (ii) the Company has filed with the Commission files a Current Report on Form 8-K and issued 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) or the exercise of the Over-allotment 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 one year from the Closing Date of: (as defined belowa) and 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”) and expiring on world. The Company has the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption of right to redeem the Warrants or liquidation 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 Company; provided, however, that pursuant ’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 third business day prior to the Warrant Agreement (as defined below)day on which notice is given. Maxim Group LLC ________________, a Warrant may not be exercised for a fractional share and only whole Warrants are exercisable.2006

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, to the several Underwriters, an aggregate of 20,000,000 9,375,000 units (the “Units” and such 9,375,000 Units, the “Firm Units”) of the Company, 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 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 .0001 per share (the Company (“Common Stock”), and one-half one (1) warrant to purchase one (1) share of one redeemable warrant Common Stock (the “WarrantsWarrant(s)”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 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 will not be separately prior to transferable until 90 days after the Business Day effective date (the “Effective Date”) of the Registration Statement (as defined belowin Section 2.1.1 hereof) after (i) unless Xxxx Capital informs the Company has filed with of its decision to allow earlier separate trading (and thereafter shall trade only Xxxx Capital Partners, LLC ________________, 2005 Page 2 of 44 separately), but in no event xxxx Xxxx Capital allow separate trading until the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (the “Initial 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 Unit Private Placement filing of such audited balance sheet with the Commission (as defined belowherein defined) and another Current Report on a Form 8-K or an amendment to the Initial 8-K to update financial information with respect to any proceeds similar form by the Company has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of which includes such proceeds is not reflected in the 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 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 one year from the Closing Date (as defined below) 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 one year from the Effective Date of the Warrants or liquidation Registration Statement and terminating on the four-year anniversary of the Company; providedEffective Date. As used herein, however, that pursuant to the Warrant Agreement term “Business Combination” (as defined below)described more fully in the Registration Statement) shall mean any merger, a Warrant may not be exercised for a fractional share capital stock exchange, asset or stock acquisition or other 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 only whole Warrants are exercisablerelated industries.

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 Companyname of such Underwriter in Schedule A attached hereto, 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 their respective names on Schedule A hereto at a purchase price excluding Deferred Underwriting Commission (net of discounts and commissionsas 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”), one right to receive one-tenth of one Class A ordinary share (the “Class A Rights”) and one-half of one redeemable warrant (the “Warrants”). The Common Stock Class A Ordinary Shares, the Class A Rights and the Warrants included in the Firm Units will trade separately on the fifty second (52nd) 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 Class A Ordinary Shares, the Class A Rights and the Warrants included in the Firm Units trade separately prior to the Business Day (as defined below) after (i) until the Company has filed with the U.S. 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 Unit Private Placement (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 has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of such proceeds is not reflected in the 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 Class A Ordinary Share for $11.50 per share, subject to adjustment, commencing on the later of one year twelve months from the Closing Date (as defined below) and or 30 days after the consummation by the Company of a merger, capital stock share exchange, asset acquisition, stock share 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 or liquidation. Each Class A Right entitles its holder to receive one-tenth (1/10) of one Class A Ordinary Share upon the Warrants or liquidation consummation 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 exercisableBusiness Combination.

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, an aggregate of 20,000,000 7,500,000 units (the “Firm Units”) of the Company, ’s securities at a purchase price (net of discounts and commissions) of $9.80 10.00 per Firm Unit. The , 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 their respective names on Schedule A attached hereto and made a part hereof at a the above-stated purchase price (net of discounts and commissions) 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 per share (the Company (“Common Stock”), and one-half one warrant to purchase one share of one redeemable warrant Common Stock (the “WarrantsWarrant”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 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 will not be separately prior to transferable until 52 days following the Business Day effective date (the “Effective Date”) of the Registration Statement (as defined belowin Section 2.1.1 hereof) after (i) unless the Representatives inform the Company has filed with in writing of its decision to allow earlier separate trading, in each case, subject to the Securities and Exchange Commission Company (the “Commission”x) filing a Current Report on Form 8-K with the Commission (the “Initial 8-K”as defined in Section 2.1.1 hereof) that includes containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and (the Unit Private Placement (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 has then received from the exercise of the Over-allotment Option (as defined belowK”) if the receipt of such proceeds is not reflected in the Initial 8-K, and (iiy) 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. 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 one year from the Closing Date of: (as defined belowa) and 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 of the Warrants or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may New York are not be exercised open for a fractional share and only whole Warrants are exercisablebusiness.

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 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 as set forth opposite their the respective names of the Underwriters set forth on Schedule A 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 per share (the Company (“Common Stock”), ) and one right that entitles the holder thereof to receive one-half 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 fifty second (52nd) 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 prior to the Business Day until (as defined below) after (ia) the Company has filed with the United States 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 Unit Private Placement (as defined below) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year from the Closing Date (as defined below) 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 Warrants or liquidation 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 exercisablecommence.

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 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 as set forth opposite their the respective names of the Underwriters set forth on Schedule A 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 per share (the Company (“Common Stock”), ) and one right that entitles the holder thereof to receive one-half 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 fifty second (52nd) 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 prior to the Business Day until (as defined below) after (ia) the Company has filed with the United States 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 Unit Private Placement (as defined below) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 8-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 one year from the Closing Date (as defined below) 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 Warrants or liquidation 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 exercisablecommence.

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 Company, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Underwriters, severally commissions and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A hereto at a purchase price (net of discounts and commissionsDeferred Underwriting Commission described in Section 1.3 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 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 fifty second (52nd) 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 prior to the Business Day (as defined below) after until (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 Unit Warrant Private Placement (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year twelve months from the Closing Date (as defined below) and 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 liquidation 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 exercisableliquidation.

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 UnderwritersUnderwriters 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 Company, as set forth opposite the respective names of the Underwriters on Schedule A hereto, at a purchase price (net of discounts and commissions) of approximately $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 their respective names on Schedule A hereto at a purchase price (net of discounts and commissions) of $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 of one redeemable warrant (the “Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 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 prior to the Business Day (as defined below) after until (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 Unit Private Placement Placements (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year twelve months from the Closing Date (as defined below) 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 Common Stock or liquidation 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 UnderwritersUnderwriter, severally and not jointlythe Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees to purchase from the Company, an aggregate of 20,000,000 9,375,000 units (“Firm Units”) of the Company, at a purchase price (net of all discounts and commissionscommissions other than the Deferred Compensation (as defined in Section 1.1.3 hereof)) of (A) $9.80 7.60 per Firm UnitUnit (the “Initial Purchase Price”) less (B) the Deferred Compensation, if any. The UnderwritersAs adjusted for the payment, severally and not jointlyif any, agree to purchase from the Company Underwriter of the number of Firm Units set forth opposite their respective names on Schedule A hereto at a Deferred Compensation, the purchase price (net of discounts and commissions) of will be $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 .0001 per share (the Company (“Common Stock”), and one-half of one redeemable warrant (the “WarrantsWarrant(s)”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 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 will not be separately prior transferable until the earlier to occur of the Business Day expiration or termination of the Underwriter’s option to purchase up to 1,406,250 additional units to cover over-allotments or the exercise in full by the Underwriter of such option (as defined below) after (i) the “Separation Date”), but in no event will the 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 (the “Initial 8-K”) that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (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 has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of such proceeds is not reflected in the 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. 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 one year from the Closing Date (as defined below) and 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 “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 liquidation of the Company; provided, however, that pursuant to the Warrant Agreement healthcare industry (as defined belowdescribed more fully in the Registration Statement), 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 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 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 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 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 prior to the Business Day (as defined below) after until (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 Unit Warrant Private Placement (as defined belowin Section 1.3.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year twelve months from the Closing Date (as defined below) and 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 Common Stock or liquidation 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, to the several Underwriters, an aggregate of 20,000,000 6,000,000 units (“Firm Units”) of the Company, at a purchase price (net of discounts and commissions) of $9.80 5.64 per Firm UnitUnit (other than with regard to the Directed Units (as defined in Section 1.1.1), as to which the Underwriters have agreed to waive any discounts with respect to the $1,000,000 of proceeds expected from the Directed Unit Program). The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite 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 5.64 per Firm UnitUnit (except as set forth in the preceding sentence). The Firm Units are to be offered initially to the public (“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 (“Common Stock”), and one-half of one redeemable warrant two warrants (the “WarrantsWarrant(s)”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 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 will not be separately prior transferable until the earlier to the Business Day (as defined below) after occur of (i) the expiration of the Underwriter’s Over-allotment Option (as defined in Section 1.2.1 hereof) or (ii) 20 days after the exercise in full by the Underwriters of the Over-allotment Option, but in no event will separate trading occur 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 (the “Initial 8-K”) that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (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 has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of such proceeds is not reflected in the 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. 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 one year from the Closing Date (as defined below) and 30 days after the consummation by the Company of its “Business Combination” or one year from the effective date (“Effective Date”) of the Registration Statement (as defined in Section 3.1.1 hereof) and terminating on the four-year anniversary of the Effective Date. “Business Combination” shall mean the Company acquiring, or acquiring control of, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization purchase or other similar business combination with combination, one or more financial services 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 of the Warrants or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined belowRegistration Statement), 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, an aggregate of 20,000,000 units (“Firm Units”) of and the Underwriters agree to purchase from 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 an aggregate of 22,500,000 units (the Company “Firm Units”), ratably in accordance with the number of Firm Units set forth opposite their respective names on the name of such Underwriter in Schedule A hereto 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 valuevalue per share, of the Company (the “Class A Common Stock”), and one-half 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 fifty second (52nd) 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 Class A Common Stock and the Warrants included in the Firm Units trade separately prior to the Business Day (as defined below) after until (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 Unit Warrant Private Placement (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year twelve months from the Closing Date (as defined below) and 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 Class A Common Stock or liquidation 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 to the several Underwriterssell, severally and not jointly, to the several Underwriters, an aggregate of 20,000,000 5,000,000 units (“"Firm Units”") of the Company, at a purchase price (net of discounts and commissionscommissions but before the deferred discount described in Section 3.24 and before the non-accountable expense allowance described in Section 3.11.2) of $9.80 5.70 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A hereto I at a purchase price (net of discounts and commissionscommissions but before the deferred discount described in Section 3.24 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 (“"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 (“"Common Stock”"), and one-half of one redeemable warrant two warrants (the “Warrants”"Warrant(s)"). The Common Stock and the Warrants included in the Firm Units will trade separately on the 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 will not be separately prior to transferable until 90 days after the Business Day effective date ("Effective Date") of the Registration Statement (as defined belowin Section 2.1.1) after (i) unless the Underwriters inform the Company has filed with of their decision to allow earlier separate trading, but in no event will the Securities and Exchange Commission (Underwriters allow separate trading until the “Commission”) a Current Report on Form 8-K (the “Initial 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 Unit Private Placement (as defined below) and another Current Report on filing of a Form 8-K or an amendment to the Initial 8-K to update financial information with respect to any proceeds by the Company has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of that includes such proceeds is not reflected in the 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 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 one year from the Closing Date (as defined below) 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 " and one year from the Effective Date and terminating on the four-year anniversary of the Warrants or liquidation of the Company; provided, however, that pursuant to Effective Date unless earlier redeemed as provided in the Warrant Agreement (as defined belowin Section 2.21 hereof). "Business Combination" shall mean any merger, a Warrant may not be exercised for a fractional share and only whole Warrants are exercisablecapital stock exchange, asset acquisition or other 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 Underwriterssell, severally and not jointly, to the several Underwriters, an aggregate of 20,000,000 8,000,000 units (the “Firm Units”) of the Company, Company at a purchase price (net of discounts and commissionsdiscounts) 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 their respective names on Schedule A attached hereto at and made a purchase price (net of discounts and commissions) 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 (“Common Stock”), and one-half of one redeemable warrant value (the “WarrantsClass A Ordinary Shares)”) and one (1) right (the “Right(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 fifty second (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 shares of Common Stock and the Warrants included in the Firm Units trade separately prior to the Business Day Registration Statement (as defined below) after (i) 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 (the “Initial Form 8-K”) that includes 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 Unit Private Placement (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 has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of such proceeds is not reflected in the Initial 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 one year from the Closing Date (as defined below) 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 Warrants or liquidation 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 exercisabledecided.

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, to the several Underwriters, an aggregate of 20,000,000 14,400,000 units (“Firm Units”) of the Company, Company at a purchase price (net of discounts and commissions) of $9.80 7.52 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite 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 .0001 per share (the Company (“Common Stock”), and one-half of one redeemable warrant (the “WarrantsWarrant(s)”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 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 will not be separately prior to transferable until 90 days after the Business Day effective date (the “Effective Date”) of the Registration Statement (as defined below) after in Section 2.1.1 hereof), unless the Representatives inform the Company of their decision to allow earlier separate trading, but in no event will the 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 (the “Initial 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 Unit Private Placement filing of such audited balance sheet with the Commission (as defined belowherein defined) and another Current Report on a Form 8-K or an amendment to the Initial 8-K to update financial information with respect to any proceeds similar form by the Company has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of which includes such proceeds is not reflected in the 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 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 one year from the Closing Date (as defined below) 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 one year from the Effective Date of the Warrants or liquidation Registration Statement and terminating on the four-year anniversary of the Company; providedEffective Date. “Business Combination” shall mean any merger, howevercapital stock exchange, that pursuant to asset or stock acquisition or other similar business combination consummated by the Warrant Agreement Company with an operating business (as defined belowdescribed more fully in the Registration Statement), 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, to the several Underwriters, an aggregate of 20,000,000 10,000,000 units (“"Firm Units”") of the Company, at a purchase price (net of discounts and commissions) of $9.80 5.565 per Firm UnitUnit (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 Company agrees that it shall pay such discounts and commissions only upon consummation of such Business Combination. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite 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 (“"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 (“"Common Stock”"), and one-half of one redeemable warrant two warrants (the “Warrants”"Warrant(s)"). The Common Stock and the Warrants included in the Firm Units will trade separately on the 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 will not be separately prior to transferable until 90 days after the Business Day effective date ("Effective Date") of the Registration Statement (as defined belowin Section 2.1.1 hereof) after (i) unless Ladenburg informs the Company has filed of its decision to allow earlier separate trading, but in no event will Ladenburg 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 filing of a Current Report on Form 8-K 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 Unit Private Placement (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 by the Company has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of which includes such proceeds is not reflected in the 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 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 one year from the Closing Date (as defined below) 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 one year from the Effective Date and terminating on the four-year anniversary of the Warrants Effective Date. "Business Combination" shall mean any merger, capital stock exchange, asset acquisition or liquidation of other similar business combination consummated by the Company; provided, however, that pursuant to the Warrant Agreement Company with an operating business (as defined belowdescribed more fully in the Registration Statement), 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, to the several Underwriters, an aggregate of 20,000,000 units 500,000 Series A Units (“Series A Units”) and 4,600,000 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 $9.80 9.87 per Firm Series A Unit and $9.494 per Series B Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite 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 9.87 per Firm Series A Unit and $9.494 per Series B Unit. The Firm Series A Units and Series B Units are to be offered initially to the public (“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, of the Company .0001 per share (“Common Stock”), five Class W Warrants (“Class W Warrants”) and one-half of one redeemable warrant 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’s Class B common stock, par value $.0001 per share (“Class B Common Stock”), one Class W Warrant and one 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 fifty second effective date (52nd“Effective Date”) day following 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 shares preparation of Common Stock and the Warrants included in the Firm Units trade separately 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 of the Company reflecting receipt by the Company’s receipt Company of the proceeds of the Offering and the Unit Private Placement (as defined below) and another Current Report on filing of a Form 8-K or an amendment to the Initial 8-K to update financial information with respect to any proceeds by the Company has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of which includes such proceeds is not reflected in the 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 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 (i) one year from the Closing Effective Date of the Registration Statement and (as defined belowii) 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 Warrants or liquidation 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 12,500,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters on Schedule A hereto, at a purchase price (net of discounts and commissionscommissions and the Deferred Underwriting Commission described in Section 1.3 below) of $9.80 9.45 per Firm Unit. The Underwriters, severally and not jointlyprovided, agree however, that the Representative has agreed to purchase from receive 62,500 of the Company the number of Firm Units set forth opposite their respective names on Schedule A hereto at a purchase price (net of discounts and commissions) Company’s units instead of $9.80 per 0.05 of the cash discount for the Firm UnitUnits. 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 per share (the Company (“Common Stock”), and onethree-half quarters of one redeemable warrant (the “Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the fifty second ninetieth (52nd90th) 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 prior to the Business Day (as defined below) after until (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 Unit Warrant Private Placement (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year twelve months from the Closing Date (as defined below) and or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization 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 Warrants Common Stock or liquidation 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, to the several Underwriters, an aggregate of 20,000,000 Ten Million (10,000,000) units (“Firm Units”"FIRM UNITS") of the Company, Company at a purchase price (net of discounts and commissions, but before the non-accountable expense allowance of $0.135 per unit as described in Section 3.25) of Five dollars and Seventy Cents ($9.80 5.70) per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A SCHEDULE I attached hereto and made a part hereof at a purchase price (net of discounts and commissions, but before the non-accountable expense allowance of $0.135 per unit as described in Section 3.25) of Five dollars and Seventy Cents ($9.80 5.70) per Firm Unit. The Firm Units are to be offered initially to the public (“Offering”the "OFFERING") at the offering price set forth on the cover page of $10.00 per Firm Unitthe Prospectus (as defined in Section 2.1.1 hereof). Each Firm Unit consists of one share of Class A the Company's common stock, par value $0.0001 par value, of per share (the Company (“Common Stock”"COMMON STOCK"), and one-half of one redeemable warrant two warrants (the “Warrants”"WARRANT(S)"). The Common Stock and the Warrants included in the Firm Units will trade separately on the 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 will not be separately prior to transferable until 90 days after the Business Day effective date (the "EFFECTIVE DATE") of the Registration Statement (as defined belowin Section 2.1.1 hereof) after (i) unless FBW informs the Company has filed with of its decision to allow earlier separate trading, but in no event will FBW allow separate trading until the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (the “Initial 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 Unit Private Placement (as defined below) and another Current Report on a filing of a Form 8-K or an amendment to the Initial 8-K to update financial information with respect to any proceeds by the Company has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of that includes such proceeds is not reflected in the 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 beginaudited balance sheet. Each whole Warrant entitles its holder to exercise it to purchase one share of Common Stock for Five Dollars ($11.50 per share, subject to adjustment, 5.00) during the period commencing on the later of one year from the Closing Date (as defined below) 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 one year from the Effective Date of the Warrants or liquidation Registration Statement and terminating on the four-year anniversary 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.Effective Date unless earlier redeemed as

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, an aggregate of 20,000,000 17,500,000 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, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A 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 (“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”), 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 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 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 Unit Private Placement (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 has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of such proceeds is not reflected in the 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 one year from the Closing Date (as defined below) 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 Warrants or liquidation 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 6,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters on Schedule A hereto, at a purchase price (net of discounts and commissionsthe Deferred Underwriting Discounts described in Section 1.3 below) 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 their respective names on Schedule A hereto at a purchase price (net of discounts and commissions) 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 valueper share (the “Ordinary Shares”), of one redeemable warrant (the Company (“Common StockWarrant(s)”), and one right to receive one-half tenth (1/10) 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 fifty 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 shares of Common Stock Ordinary Shares, the Warrants and the Warrants Rights included in the Firm Units trade separately prior to the Business Day (as defined below) after 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 (the “Initial 8-K”) that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Initial Unit Private Placement (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year nine months from the Closing Date date that the Registration Statement (as defined below) and 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, reorganization 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 Warrants Ordinary Shares or liquidation 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, to the several Underwriters, an aggregate of 20,000,000 4,000,000 units (“Firm Units”) of the Company, Company at a purchase price (net of discounts and commissions) of $9.80 5.58 per Firm UnitUnit (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 Company agrees that it shall pay such discounts and commissions only upon consummation of such Business Combination. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite 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 (“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 (“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 fifty second effective date (52nd“Effective Date”) day following 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 shares Representative allow separate trading until the preparation of Common Stock 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 prior to the Business Day (as defined below) after (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 (the “Initial 8-K”) that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (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 by the Company has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of which includes such proceeds is not reflected in the 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 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 one year from the Closing Date (as defined below) and 30 days six months 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 of the Warrants or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement with an operating business (as defined belowdescribed more fully in the Registration Statement), 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 23,000,000 units (the “Firm Units”) ), ratably in accordance with the number of Firm Units set forth opposite the Companyname of such Underwriter in Schedule A attached hereto, 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 their respective names on Schedule A hereto at a purchase price excluding Deferred Underwriting Commission (net of discounts and commissionsas 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-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 fifty second (52nd) 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 Class A Ordinary Shares and the Warrants included in the Firm Units trade separately prior to the Business Day (as defined below) after until (i) the Company has filed with the U.S. 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 Unit Warrant Private Placement (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year twelve months from the Closing Date (as defined below) and or 30 days after the consummation by the Company of a merger, capital stock share exchange, asset acquisition, stock share 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 liquidation 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 exercisableliquidation.

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 jointlythe 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 20,000,000 ___units (“Firm Units”) of the Company, at a purchase price (net of discounts and commissionscommissions and subject to Section 3.22 hereof) 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 their respective names on Schedule A 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 (“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 (“Common Stock”), and one-half of one redeemable warrant two warrants (the “WarrantsWarrant(s)”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 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 will not be separately prior transferable until 20 days after the earlier to occur of (i) the Business Day expiration of the Over-allotment Option (as defined belowin Section 1.2.1 hereof) after or (iii) the exercise in full or in part by the Underwriters of the Over-allotment Option; provided, however, that in no event will the 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 Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (the “Initial 8-K”) that which includes an such audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (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 has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of such proceeds is not reflected in the 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 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 one year from the Closing Date (as defined below) 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 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 of redemption. “Business Combination” shall mean the Warrants or liquidation of acquisition by the Company; provided, howeverwhether by merger, that pursuant to capital stock exchange, stock purchase, asset acquisition or other similar business combination, of one or more domestic and/or foreign operating businesses in the Warrant Agreement technology, multimedia and networking sectors (as defined belowdescribed more fully in the Registration Statement), 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, to the several Underwriters, severally and not jointly, an aggregate of 20,000,000 4,500,000 units (“"Firm Units”") of the Company, at a purchase price (net of discounts and commissions) of $9.80 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 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 (“"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 per share (“"Common Stock”"), and one-half of one redeemable warrant (the “Warrants”"Warrant(s)"). The Common Stock and the Warrants included in the Firm Units will trade separately on the 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 will not be separately prior to transferable until 90 days after the Business Day effective date of the Registration Statement (as defined belowin Section 2.1.1 hereof) after (i"Effective Date") unless the Representative informs the Company of its decision to allow earlier separate trading, but in no event will the Representative allow separate trading until the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (the “Initial 8-K”) that which includes an audited balance sheet reflecting the Company’s receipt of the Company reflecting receipt by the Company of the gross proceeds of the Offering and the Unit Private Placement (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 Offering. The audited balance sheet will reflect proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) in Section 1.2.1), if the receipt Over-allotment Option is exercised prior to the filing of such proceeds is not reflected in the 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. 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, 5.50 during the period commencing on the later of one year from the Closing Date (as defined below) and 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, unless earlier redeemed. "Business Combination" shall mean any merger, capital stock exchange, asset acquisition, stock purchase, reorganization purchase 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 of with an operating business (as described more fully in the Warrants or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement Registration Statement (as defined belowin Section 2.1.1), 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 6,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters on Schedule A hereto, at a purchase price (net of discounts and commissionsthe Deferred Underwriting Discounts described in Section 1.3 below) 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 their respective names on Schedule A hereto at a purchase price (net of discounts and commissions) 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 valueper share (the “Ordinary Shares”), of one redeemable warrant (the Company (“Common StockWarrant(s)”), and one right to receive one-half tenth (1/10) 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 fifty 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 shares of Common Stock Ordinary Shares, the Warrants and the Warrants Rights included in the Firm Units trade separately prior to the Business Day (as defined below) after 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 (the “Initial 8-K”) that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Initial Unit Private Placement (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year twelve months from the Closing Date date that the Registration Statement (as defined below) and 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, reorganization 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 Warrants Ordinary Shares or liquidation 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 13,000,000 units (“"Firm Units”") of the Company, at a purchase price (net of discounts and commissionscommissions and the Deferred Underwriting Commission described in Section 1.3 below) 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 their respective names on Schedule A hereto at a purchase price (net of discounts and commissions) of $9.80 9.45 per Firm Unit. The Firm Units are to be offered initially to the public (“"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 “Rights”) 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 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 prior to the Business Day (as defined below) after until (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 's receipt of the proceeds of the Offering and the Unit Private Placement (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year from the Closing Date (as defined below) and 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 liquidation 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 exercisableliquidation.

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 UnderwritersUnderwriters 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”) of the Company, as set forth opposite the respective names of the Underwriters on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.80 9.95555555555556 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from Piper shall receive 58% of the Company the number of Firm Units set forth opposite their respective names on Schedule A hereto at a purchase price (net of discounts and commissions) commissions and ThinkEquity shall receive 42% of $9.80 per Firm Unitthe discounts and commissions on the Closing Date (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-half of one redeemable warrant (the “Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the 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 prior to the Business Day (as defined below) after until (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 Unit Private Placement Placements (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year twelve months from the Closing Date (as defined below) 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 Common Stock or liquidation 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, to the Underwriter, 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, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A hereto at which represents 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 (“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 (“Common Stock”), and one-half of one redeemable a 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 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 will not be separately prior to transferable until at least six months after the Business Day effective date (the “Effective Date”) of the Registration Statement (as defined belowin Section 2.1.1 hereof) after unless DJS informs the 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. DJS may permit continued trading of the Units following such separation. In no event will 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 (the “Initial 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 Unit Private Placement filing of such balance sheet with the Commission (as defined belowherein defined) and another Current Report on a Form 8-K or an amendment to the Initial 8-K to update financial information with respect to any proceeds similar form by the Company has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of which includes such proceeds is not reflected in the Initial 8-K, and balance sheet; (ii) the Company has filed with the Commission files a Current Report on Form 8-K and issued 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) or the exercise of the Over-allotment 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 on the later of one year from the Closing Effective Date (as defined below) 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 terminating on the five five-year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption of the Warrants or liquidation 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 exercisableEffective 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, an aggregate of 20,000,000 units (“Firm Units”) of and the Underwriters agree to purchase from 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 an aggregate of 21,000,000 units (the Company “Firm Units”), ratably in accordance with the number of Firm Units set forth opposite their respective names on the name of such Underwriter in Schedule A hereto 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 valuevalue per share, of the Company (the “Class A Common Stock”), and 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 fifty second (52nd) 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 Class A Common Stock and the Warrants included in the Firm Units trade separately prior to the Business Day (as defined below) after until (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 Unit Warrant Private Placement Placements (as defined belowin Section 1.4.2) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update updated financial information with respect to any proceeds the Company has then received receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the receipt filing of such proceeds is not reflected in the Initial 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 one year twelve months from the Closing Date (as defined below) and 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 liquidation 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 exercisableliquidation.

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, to the several Underwriters, an aggregate of 20,000,000 4,500,000 units (“Firm Units”) of the Company, Company at a purchase price (net of discounts and commissions) of $9.80 7.44 per Firm UnitUnit (including discounts and commissions of $0.28 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 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 Company agrees that it shall pay such discounts and commissions only upon consummation of such Business Combination. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite 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 deferred discounts and commission described above). The Firm Units are to be offered initially to the public (“Offering”) at the offering price of $10.00 8.00 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 .001 per share (“Common StockOrdinary Share”), and one-half of one redeemable warrant (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 fifty second effective date (52nd“Effective Date”) day following 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 shares preparation of Common Stock and the Warrants included in the Firm Units trade separately 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 of the Company reflecting receipt by the Company’s receipt Company of the proceeds of the Offering and the Unit Private Placement (as defined below) and another Current Report on filing of a Form 8-K or an amendment to the Initial 8-K to update financial information with respect to any proceeds by the Company has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of which includes such proceeds is not reflected in the 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 beginbalance sheet. 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 one year from the Closing Date (as defined below) 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 one year from the Effective Date and terminating on the five-year anniversary of the Warrants Effective Date. “Business Combination” shall mean the acquisition, through a stock exchange, asset acquisition or liquidation other similar business combination, of the Company; provided, however, an operating business that pursuant to the Warrant Agreement has its principal operations located in Greater China (as defined belowdescribed more fully in the Registration Statement), a Warrant may not be exercised for a fractional share and only whole Warrants are exercisable.