Common use of Payment and Delivery Clause in Contracts

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or at such other place as shall be agreed upon by the Representatives and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives to examine and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives for all of the Firm Units.

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

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 a.m., New York City time, on the second (2nd) Business Day (as defined below) following the Effective Date commencement of trading of the Registration Statement (or the third (3rd) Business Day following the Effective DateUnits, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company Company, at the offices of Loeb & Loeb LLP, counsel to the Representatives Underwriters (“Loeb”), or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. , payable as follows: $85,000,000, or $10.00 per Firm Unit, 102,000,000 of the proceeds received by the Company for the Firm Units and from the Private sale of Placement Units (as defined in Section 1.31.4.2) shall be deposited in the trust account (“Trust Account”) established by the Company for the benefit of the public stockholders Public Stockholders (as defined below), as described in the Registration Statement (the “Trust Account”as defined in Section 2.1.1) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company (“CST”). The funds deposited in the Trust Account shall include an aggregate of $3,500,000 ($0.35 per Firm Unit), payable to the Underwriters as Deferred Underwriting Commission, in accordance with Section 1.3 hereof. The remaining proceeds (less commissions, expense allowance commissions and actual expense payments or other fees payable pursuant to this Agreement) ), if any, shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) full Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units. As used herein, the term “Public Stockholders” means the holders of shares of Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including the Initial Stockholders (defined below) to the extent such Initial Stockholders acquire such shares of Common Stock in the aftermarket (and solely with respect to such shares of Common Stock). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.

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

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,00050,000,000 ($57,500,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.5) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company. Such amount includes an aggregate of up to $1,750,000 (or up to $2,012,500 if the Over-allotment Option is exercised in full), or $0.35 per Unit, payable to Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day (as defined below) following the Effective Date commencement of trading of the Registration Statement (or Firm Units at the third (3rd) Business Day following offices of the Effective DateRepresentative, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time and/or such other place as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at through the Representatives’ election facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. On the Closing Date, an aggregate of $85,000,000, or $10.00 per Firm Unit, 150,000,000 of the net proceeds received by from the Company for sale of the Firm Units and from the Private Placement Units (as defined in Section 1.31.3.2) shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the public stockholders Public Stockholders (as defined below), as described in the Registration Statement (the “Trust Account”as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”)) between the Company and Continental Stock Transfer & Trust Company (“CST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, expense allowance actual expenses and actual expense payments or other fees payable pursuant to this Agreement) ), shall be paid to the order of the Company on the Closing Date upon delivery to the Representatives of certificates representing the Firm Units (in form and substance reasonably satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) DTC for the account of the UnderwritersRepresentative. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units. As used herein, the term “Business Day” means any day other than a Saturday, Sunday, or any day on which national banks in New York, New York are not open for business, and the term “Public Stockholders” means the holders of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (as defined in Section 2.14 below) to the extent they acquire such Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,00040,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or at such other place as shall be agreed upon by the Representatives and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,00076,500,000, or $10.00 10.20 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives to examine and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day (as defined below) following the Effective Date commencement of trading of the Registration Statement (or Firm Units at the third (3rd) Business Day following offices of the Effective DateRepresentative, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time and/or such other place as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at through the Representatives’ election facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. On the Closing Date, an aggregate of $85,000,000, or $10.00 per Firm Unit, 100,000,000 of the net proceeds received by from the Company for sale of the Firm Units and from the Private Placement (as defined in Section 1.3) Warrants shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the public stockholders Public Stockholders (as defined below), as described in the Registration Statement (the “Trust Account”as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”)) between the Company and Continental Stock Transfer & Trust Company (“CST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, expense allowance actual expenses and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company on the Closing Date upon delivery to the Representatives of certificates representing the Firm Units (in form and substance reasonably satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) DTC for the account of the UnderwritersRepresentative. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units. As used herein, the term “Business Day” means any day other than a Saturday, Sunday, or any day on which national banks in New York, New York are not open for business; provided, however, for clarification, that a Business Day shall include any day during which such banks are authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day. As used herein, the term “Public Stockholders” means the holders of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (as defined in Section 2.14 below) to the extent they acquire such Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

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

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000100,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units Shares shall be made by 1:00 P.M.no later than 10:00 a.m., New York Eastern time, on the second (2nd) Business Day (as defined below) following the effective date (the “Effective Date Date”) of the Registration Statement (as defined in Section 2.1.1 below) (or the third (3rd) Business Day following the Effective Date, Date if the Registration Statement is declared effective on or after 4:00 4:01 p.m., New York Eastern time) or at such earlier other time as shall be agreed upon by the Representatives Representative and the Company Company, at the offices of Carmel, Mxxxxxx & Fxxx LLP, counsel to the Representatives Underwriters (“Underwriters Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units Shares is referred to herein as called the “Closing Date.” Payment for the Firm Units Shares shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Firm Units Shares (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units Shares shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units Shares for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units Shares except upon tender of payment by the Representatives Representative for all of the Firm UnitsShares. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or any other day on which commercial banks in The City of New York, New York, are authorized or required by law to remain closed; provided, however, that, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York, New York, are generally are open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units Securities shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) third Business Day following the effective date (the “Effective Date Date”) of the Registration Statement (or the third (3rd) fourth Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 4:30 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which the major stock exchanges in New York, New York are not open for business. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units Securities is called the “Closing Date.” The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Securities is referred to herein as the “Closing DateClosing.” Payment for the Firm Units Securities shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The Any remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units Securities (or through the full fast transfer facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) two Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units Securities for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units Securities except upon tender of payment by the Representatives Representative for all of the Firm UnitsSecurities.

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

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or at such other place as shall be agreed upon by the Representatives and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,00060,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives to examine and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by at 1:00 P.M., New York time, on the second (2nd) Business Day third business day following the Effective Date date of the Registration Statement this Agreement (or the third (3rd) Business Day fourth business day following the Effective Datedate of this Agreement, if the Registration Statement this Agreement is declared effective on or executed after 4:00 4:30 p.m., New York time;”) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing Company (the date and time of the public offering contemplated by execution of this Agreement is shall hereinafter be referred to herein as the “Closing” and the Execution Time). The hour and date of delivery and payment for the Firm Units is referred to herein as are called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. , payable as follows: $85,000,000, or $10.00 per Firm Unit, 33,117,500 of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account (“Trust Account”) established by the Company for the benefit of the public stockholders as described in the Registration Statement Statement, $900,000 of which is deposited in respect of the Deferred Compensation (as defined below), and $1,265,000, less the “Trust Account”) pursuant amount owed by the Company to the terms Representative for all accountable expenses owed thereto incident to the performance of an Investment Management Trust the obligations of the Company under this Agreement (the “Trust Agreement”). The proceeds (less commissionsas set forth in Section 3.7 hereof, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon to a bank account established by the Company, against delivery to the Representatives you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. Three hundred and sixty thousand dollars ($360,000) shall be deducted from the gross proceeds and retained by the Representative as a nonaccountable expense allowance pursuant to Section 3.8.2 hereof. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day two full business days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.

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

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Datecommencement of trading of the Firm Units, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at through the Representatives’ election facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000, or $10.00 per Firm Unit, The Company shall receive an aggregate of $ net proceeds from the proceeds received by the Company for sale of the Firm Units and from the Private Placement Sponsor Units (as defined in Section 1.3) 1.4.2 below), of which $ shall be deposited in on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the public stockholders Public Stockholders (as defined below), as described in the Registration Statement (the “Trust Account”as defined in Section 2.1.1 hereof) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company (“CST&T”). The remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives of certificates (in form and substance reasonably satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) the DTC for the account of the UnderwritersRepresentative). The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days (defined below) prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Insiders (as defined in Section 1.4.1 herein) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,00040,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units and the Pre-Funded Units shall be made by 1:00 P.M.at 10:00 a.m., New York time, on the second (2nd) Business Day following the effective date (the “Effective Date Date”) of the Registration Statement (as hereinafter defined) (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., 4:30 p.m. New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units and the Pre-Funded Units is called the “Closing Date.” The closing of the payment of the purchase price for, and delivery of the shares of Common Stock underlying the Firm Units (the “Firm Shares”), the Pre-Funded Warrants underlying the Pre-Funded Units and the Warrants underlying the Firm Units and the Pre-Funded Units (the “Firm Warrants”) is referred to herein as the “Closing DateClosing.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Underwriters of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares, the Pre-Funded Warrants and the Firm Warrants underlying the Firm Units and/or the Pre-Funded Units (or through the full fast transfer facilities of The the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units Shares, the Pre-Funded Warrants and the Firm Warrants shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units and the Pre-Funded Units for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units and/or the Pre-Funded Units except upon tender of payment by the Representatives Representative for all the Firm Units and all of the Firm Pre-Funded Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 a.m., New York City time, on the second (2nd) Business Day (as defined below) following the Effective Date commencement of trading of the Registration Statement (or the third (3rd) Business Day following the Effective DateUnits, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company Company, at the offices of Loeb & Loeb LLP, counsel to the Representatives Underwriters (“Loeb”), or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. , payable as follows: $85,000,000, or $10.00 per Firm Unit, 102,000,000 of the proceeds received by the Company for the Firm Units and from the Private sale of Placement Warrants (as defined in Section 1.31.5.2) shall be deposited in the trust account (“Trust Account”) established by the Company for the benefit of the public stockholders Public Stockholders (as defined below), as described in the Registration Statement (the “Trust Account”as defined in Section 2.1.1) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company (“CST”). The funds deposited in the Trust Account shall include an aggregate of $3,500,000 ($0.35 per Firm Unit), payable to the Underwriters as Deferred Underwriting Commission, in accordance with Section 1.3 hereof. The remaining proceeds (less commissions, expense allowance commissions and actual expense payments or other fees payable pursuant to this Agreement) ), if any, shall be paid to the order of the Company upon against delivery to the Representatives Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) full Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units. As used herein, the term “Public Stockholders” means the holders of shares of Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent it acquires such Units in the aftermarket (and solely with respect to such Units). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date commencement of trading of the Registration Statement (or the third (3rd) Business Day following the Effective DateFirm Units, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at through the Representatives’ election facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. The Company shall receive an aggregate of approximately $85,000,000, or $10.00 per Firm Unit, 151,095,000 of net proceeds from the proceeds received by the Company for sale of the Firm Units and from the Private Placement Shares (as defined in Section 1.3) section 1.3.3), of which $150,000,000 shall be deposited in on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the public stockholders Public Stockholders, as described in the Registration Statement (the “Trust Account”as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”)) between the Company and Continental Stock Transfer & Trust Company (“CST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives of certificates (in form and substance reasonably satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) the DTC for the account of the UnderwritersRepresentative). The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days (defined below) prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Insiders (as defined in Section 1.3.1 below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units Securities shall be made by 1:00 P.M.at 10:00 a.m., New York Eastern time, on the second (2nd) Business Day following the effective date (the “Effective Date Date”) of the Registration Statement (as defined below) (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York 4:30 p.m. (Eastern time)) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Ellenoff Xxxxxxxx & Schole LLP at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units Securities is called the “Closing Date.” The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Securities is referred to herein as the “Closing DateClosing.” Payment for the Firm Units Securities shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units Securities (or through the full fast transfer facilities of The the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) two Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units Securities for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units Securities except upon tender of payment by the Representatives Representative for all of the Firm UnitsSecurities.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day (as defined below) following the Effective Date commencement of trading of the Registration Statement (or Firm Units at the third (3rd) Business Day following offices of the Effective DateRepresentative, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time and/or such other place as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at through the Representatives’ election facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. On the Closing Date, an aggregate of $85,000,000, or 101,000,000 ($10.00 per Firm Unit, 116,150,000 if the Over-Allotment Option is exercised in full) of the net proceeds received by from the Company for sale of the Firm Units and from the Private Placement (as defined in Section 1.3) Warrants shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the public stockholders Public Stockholders (as defined below), as described in the Registration Statement (the “Trust Account”as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”)) between the Company and Continental Stock Transfer & Trust Company (“CST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, expense allowance actual expenses and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company on the Closing Date upon delivery to the Representatives of certificates representing the Firm Units (in form and substance reasonably satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) DTC for the account of the UnderwritersRepresentative. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units. As used herein, the term “Business Day” means any day other than a Saturday, Sunday, or any day on which national banks in New York, New York are not open for business, and the term “Public Stockholders” means the holders of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (as defined in Section 2.14 below) to the extent they acquire such Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000101,000,000 ($116,150,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.10 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement investment management trust agreement (the “Trust Agreement”)) by and between the Company and Continental Stock Transfer & Trust Company. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000200,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,00076,875,000, or $10.00 10.25 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.

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

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000151,500,000 ($174,225,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.10 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement investment management trust agreement (the “Trust Agreement”)) by and between the Company and Continental Stock Transfer & Trust Company. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M., New York time, on the second (2nd) Business Day trading day following the Effective Date of the Registration Statement (or the third (3rd) Business Day trading day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or at such other place as shall be agreed upon by the Representatives and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,00076,500,000, or $10.00 10.20 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least one (1) Business Day trading day prior to the Closing Date. The Company will permit the Representatives to examine and package the Firm Units for delivery at least one (1) full Business Day trading day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,00075,000,000 ($86,250,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement investment management trust agreement (the “Trust Agreement”)) by and between the Company and Continental Stock Transfer & Trust Company. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units Shares shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day (as defined below) following the Effective Date commencement of trading of the Registration Statement (or Firm Shares at the third (3rd) Business Day following offices of the Effective DateRepresentatives, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or at and/or such other place as shall be agreed upon by the Representatives and the Company. The closing of the public offering contemplated by this Agreement Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units Shares is referred to herein as the “Closing Date.” Payment for the Firm Units Shares shall be made on the Closing Date at through the Representatives’ election facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. On the Closing Date, an aggregate of $85,000,000, or $10.00 per Firm Unit, 75,000,000 of the net proceeds received from the sale of the Firm Shares and from Private Warrants (as defined below) simultaneously being separately sold to the Sponsor by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the public stockholders Public Stockholders (as defined below), as described in the Registration Statement (the “Trust Account”as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”)) between the Company and Continental Stock Transfer & Trust Company (“CST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, expense allowance actual expenses and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company on the Closing Date upon delivery to the Representatives of certificates representing the Firm Shares (in form and substance reasonably satisfactory to the UnderwritersRepresentatives) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) DTC for the account of the UnderwritersRepresentatives. The Firm Units Shares shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives to examine and package the Firm Units Shares for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units Shares except upon tender of payment by the Representatives for all the Firm Shares. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in New York City are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Firm UnitsRespondents (as defined in Section 2.14 below) to the extent they acquire such Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 a.m., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000101,000,000 ($116,150,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.10 per Firm Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day fourth business day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) date or at such earlier time as shall be agreed upon by the Representatives Underwriter and the Company at the offices of the Representatives Underwriter or at such other place as shall be agreed upon by the Representatives Underwriter and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “are called "Closing Date.” " Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Underwriter's election by wire transfer in Federal (same day) funds or by certified or bank cashier’s 's check(s) in New York Clearing House funds. , payable as follows: $85,000,000, or $10.00 per Firm Unit, 18,110,000 of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account fund established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “"Trust Account”Fund") pursuant to the terms of an Investment Management Trust Agreement (the “"Trust Agreement”). The ") and the remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to the Representatives you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“"DTC”")) for the account of the UnderwritersUnderwriter. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Underwriter may request in writing at least one (1) Business Day two full business days prior to the Closing Date. The Company will permit the Representatives Underwriter to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Underwriter for all of the Firm Units.

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

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

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000101,000,000 ($116,150,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.10 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement investment management trust agreement (the “Trust Agreement”)) by and between the Company and Continental Stock Transfer & Trust Company. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day (as defined below) following the Effective Date commencement of trading of the Registration Statement (or Firm Units at the third (3rd) Business Day following offices of the Effective DateRepresentative, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time and/or such other place as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at through the Representatives’ election facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. On the Closing Date, an aggregate of $85,000,000, or $10.00 per Firm Unit, 200,000,000 of the net proceeds received by from the Company for sale of the Firm Units and from the Private Placement (as defined in Section 1.3) Units shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the public stockholders Public Stockholders (as defined below), as described in the Registration Statement (the “Trust Account”as defined in Section 2.1.1below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”)) between the Company and Continental Stock Transfer & Trust Company (“CST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, expense allowance actual expenses and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company on the Closing Date upon delivery to the Representatives of certificates representing the Firm Units (in form and substance reasonably satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) DTC for the account of the UnderwritersRepresentative. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day (as defined below) following the Effective Date commencement of trading of the Registration Statement (or Firm Units at the third (3rd) Business Day following offices of the Effective DateRepresentatives, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time and/or such other place as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at through the Representatives’ election facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. On the Closing Date, an aggregate of $85,000,000, or $10.00 per Firm Unit, 125,000,000 of the net proceeds received by from the Company for sale of the Firm Units and from the Private Placement (as defined in Section 1.3) Warrants shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the public stockholders Public Stockholders (as defined below), as described in the Registration Statement (the “Trust Account”as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”)) between the Company and Continental Stock Transfer & Trust Company (“CST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, expense allowance actual expenses and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company on the Closing Date upon delivery to the Representatives of certificates representing the Firm Units (in form and substance reasonably satisfactory to the UnderwritersRepresentatives) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) DTC for the account of the UnderwritersRepresentatives. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives to examine and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (as defined in Section 2.14 below) to the extent they acquire such Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units Shares shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) third Business Day following the effective date (the “Effective Date Date”) of the Registration Statement (or the third (3rd) fourth Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. “Business Day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units Shares is referred to herein as the “Closing Date.” The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” Payment for the Firm Units Shares shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The Any remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units Shares (or through the full fast transfer facilities of The the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units Shares shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) two Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units Shares for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units Shares except upon tender of payment by the Representatives Representative for all of the Firm UnitsShares.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 a.m., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000151,500,000 ($174,225,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.10 per Firm Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,00050,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from a portion of the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The amount of the Private Placement to be deposited into the Trust Account shall be limited to such amount necessary to achieve $10.00 per Unit (including any Option Units) in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day third business day following the Effective Date of the Registration Statement (or the third (3rd) Business Day fourth business day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 4:30 p.m., New York time) or at such earlier time as shall be agreed upon by the Co-Representatives and the Company at the offices of one of the Co-Representatives or at such other place as shall be agreed upon by the Co-Representatives and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Dateare called "CLOSING DATE.” " Payment for the Firm Units shall be made on the Closing Date at the Co-Representatives’ ' election by wire transfer in Federal (same day) funds or by certified or bank cashier’s 's check(s) in New York Clearing House funds. , payable as follows: $85,000,000, or $10.00 per Firm Unit, ____________ of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account fund established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”"TRUST FUND") pursuant to the terms of an Investment Management Trust Agreement ("TRUST AGREEMENT") and the “Trust Agreement”). The remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to the Representatives you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“"DTC”")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Co-Representatives may request in writing at least one (1) Business Day two full business days prior to the Closing Date. The Company will permit the Co-Representatives to examine and package the Firm Units for delivery at least one (1) full Business Day business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Co-Representatives for all of the Firm Units.

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

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 a.m., New York time, on the second (2nd) fourth Business Day (as defined below) following the Effective Date effective date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Ellenoff Grossman & Schole LLP ("EGS") or at such other place as shall be agreed upon agrexx xxxx by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “are called "Closing Date.” " Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative's election by wire transfer in Federal federal (same day) funds or by certified or bank cashier’s 's check(s) in New York Clearing House funds. , payable as follows: $85,000,000, or $10.00 per Firm Unit, 34,200,000 of the proceeds received by the Company for the Firm Units and from the Private Placement Warrants (as defined in Section 1.32.22.3 below) and $720,000 of the Deferred Fees ( as defined in Section 1.1.3 below) shall be deposited (or with respect to the $1,080,000 of proceeds from the sale of the Placement Warrants shall have been deposited on or prior to the date hereof) in the trust account fund established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “"Trust Account”Fund") pursuant to the terms of an Investment Management Trust Agreement (the “"Trust Agreement”). The ") between the Company and American Stock Transfer & Trust Company ("AST") and the remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid (subject to Section 3.12 hereof) to the order of the Company upon delivery to the Representatives you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“"DTC”")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) two full Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.

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

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of date that the Registration Statement (as defined below) is declared effective (the “Effective Date”) (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Maxim or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,00080,000,000 ($92,000,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 per Firm Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement Placements (as defined in Section 1.31.5) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). Such amount includes an aggregate of $2,000,000 ($2,300,000 if the Over-allotment Option is exercised in full), or $0.25 per unit, payable to Maxim as a Deferred Underwriting Commission in accordance with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 a.m., New York City time, on the second (2nd) fourth Business Day (as defined below) following the effective date (“Effective Date Date”) of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives MxXxxxxxx Will & Exxxx LLP (“MxXxxxxxx”) or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as called the “Closing Time” and the date on which the Closing Time occurs is called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. , payable as follows: $85,000,000, or $10.00 per Firm Unit, 38,000,000.00 of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders holders of shares of Common Stock included in the Units (as defined in Section 1.2.1) (such shares of Common Stock, the “Public Common Stock” and the holders of such Public Common Stock, the “Public Stockholders”) as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The ) between the Company and Continental Stock Transfer & Trust Company (“CST”) and the remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid (subject to Section 4.10 hereof) to the order of the Company upon delivery to the Representatives you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters or, at the instruction of the Representative, by delivery of certificates in form and substance satisfactory to the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) two full Business Day Days prior to the Closing Date. The If the Representative has instructed that certificates be delivered for the Firm Units, the Company will permit the Representatives Representative to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units. “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,00050,500,000 ($58,075,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”)) by and between the Company and Continental Stock Transfer & Trust Company. The proceeds (less commissions, expense allowance commissions and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day (as defined below) following the Effective Date commencement of trading of the Registration Statement (or Firm Units at the third (3rd) Business Day following the Effective Dateoffices of Nomura, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or at and/or such other place as shall be agreed upon by the Representatives and the Company. The closing of the public offering contemplated by this Agreement Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at through the Representatives’ election facilities of The Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. On the Closing Date, an aggregate of $85,000,000, or $10.00 per Firm Unit, 202,000,000 of the net proceeds received by from the Company for sale of the Firm Units and from the Private Placement (as defined in Section 1.3) Units shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the public stockholders Public Stockholders (as defined below), as described in the Registration Statement (the “Trust Account”as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company (“CST&T”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, expense allowance actual expenses and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company on the Closing Date upon delivery to the Representatives of certificates representing the Firm Units (in form and substance reasonably satisfactory to the UnderwritersRepresentatives) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) DTC for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives to examine and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives for all of the Firm Units. As used herein, the term “Business Day” means any day other than a Saturday, Sunday, or any day on which national banks in New York, New York are not open for business, and the term “Public Stockholders” means the holders of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (as defined in Section 2.14 below) to the extent they acquire such Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 a.m., New York City time, on the second (2nd) Business Day (as defined below) following the Effective Date commencement of trading of the Registration Statement (or the third (3rd) Business Day following the Effective DateUnits, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company Company, at the offices of Ellenoff Xxxxxxxx & Schole LLP, counsel to the Representatives Underwriters (“EG&S”), or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. , payable as follows: $85,000,000, or $10.00 per Firm Unit, 175,000,000 of the proceeds received by the Company for the Firm Units and from the Private Placement Warrants (as defined in Section 1.31.4.2) shall be deposited in the trust account (the “Trust Account”) established by the Company for the benefit of the public stockholders Public Shareholders (as defined below), as described in the Registration Statement (the “Trust Account”as defined in Section 2.1.1) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company (“CST”). The proceeds (less commissions, expense allowance commissions and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) full Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units. As used herein, the term “Public Shareholders” means the holders of Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Initial Shareholders (as defined below) to the extent any Initial Shareholders acquire such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” shall mean any day other than a Saturday, a Sunday, or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.

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

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

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000150,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 a.m., New York time, on the second (2nd) fourth Business Day (as defined below) following the Effective Date effective date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP ("Xxxxxx Xxxxx") or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “are called "Closing Date.” " Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative's election by wire transfer in Federal federal (same day) funds or by certified or bank cashier’s 's check(s) in New York Clearing House funds. , payable as follows: $85,000,000, or $10.00 per Firm Unit, 35,280,000 of the proceeds received by the Company for the Firm Units and from the Private Placement Warrants (as defined in Section 1.32.22.3 below), including $1,080,000 of the Deferred Fees (as defined in Section 1.1.3 below) shall be deposited (or with respect to the $1,250,000 of proceeds from the sale of the Placement Warrants shall have been deposited on or prior to the Closing Date) in the trust account Trust Account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “"Trust Account”") pursuant to the terms of an Investment Management Trust Agreement (the “"Trust Agreement”). The ") between the Company and Continental Stock Transfer & Trust Company ("CST") and the remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid (subject to Section 3.12 hereof) to the order of the Company upon delivery to the Representatives you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“"DTC”")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) two full Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.

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

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day (as defined below) following the Effective Date commencement of trading of the Registration Statement (or Firm Units at the third (3rd) Business Day following offices of the Effective DateRepresentative, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or at and/or such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at through the Representatives’ election facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. On the Closing Date, an aggregate of $85,000,000, or $10.00 per Firm Unit, 225,000,000 of the net proceeds received by from the Company for sale of the Firm Units and from the Private Placement (as defined in Section 1.3) Warrants shall be deposited in into the trust account (the “Trust Account”) established by the Company for the benefit of the public stockholders Public Stockholders (as defined below), as described in the Registration Statement (the “Trust Account”as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”)) between the Company and Continental Stock Transfer & Trust Company (“CST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, expense allowance actual expenses and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company on the Closing Date upon delivery to the Representatives of certificates representing the Firm Units (in form and substance reasonably satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) DTC for the account of the UnderwritersRepresentative. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units. As used herein, the term “Business Day” means any day other than a Saturday, Sunday, or any day on which national banks in New York, New York are not open for business, and the term “Public Stockholders” means the holders of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (as defined in Section 2.14 below) to the extent they acquire such Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,00080,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,00050,000,000 ($57,500,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”)) by and between the Company and Continental Stock Transfer & Trust Company. The proceeds (less commissions, expense allowance commissions and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 a.m., New York time, on the second (2nd) fourth Business Day (as defined below) following the Effective Date effective date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Ellenoff Grossman & Schole LLP ("EGS") or at such other place as shall be agreed upon agrexx xxxx by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “are called "Closing Date.” " Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative's election by wire transfer in Federal federal (same day) funds or by certified or bank cashier’s 's check(s) in New York Clearing House funds. , payable as follows: $85,000,000, or $10.00 per Firm Unit, 33,480,000 of the proceeds received by the Company for the Firm Units and from the Private Placement Warrants (as defined in Section 1.32.22.3 below) and $720,000 of the Deferred Fees ( as defined in Section 1.1.3 below) shall be deposited (or with respect to the $1,080,000 of proceeds from the sale of the Placement Warrants shall have been deposited on or prior to the date hereof) in the trust account fund established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “"Trust Account”Fund") pursuant to the terms of an Investment Management Trust Agreement (the “"Trust Agreement”). The ") between the Company and American Stock Transfer & Trust Company ("AST") and the remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid (subject to Section 3.12 hereof) to the order of the Company upon delivery to the Representatives you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“"DTC”")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) two full Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,00070,000,000 ($80,500,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Firm Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000101,500,000 ($116,725,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.15 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement investment management trust agreement (the “Trust Agreement”)) by and between the Company and Continental Stock Transfer & Trust Company. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 a.m., New York City time, on the second (2nd) fourth Business Day (as defined below) following the Effective Date effective date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives MxXxxxxxx Will & Exxxx LLP (“ MxXxxxxxx”) or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “are called “ Closing DateDate .” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. , payable as follows: $85,000,000, or $10.00 per Firm Unit, 34,830,000 of the proceeds received by the Company for the Firm Units and from the Private Placement Warrants (as defined in Section 1.32.22.4) and $720,000 of the Deferred Fees (as defined in Section 1.1.3) shall be deposited (or with respect to the $2,500,000 of the proceeds from the sale of the Placement Warrants shall have been deposited on or prior to the date hereof) in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the ““ Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the ““ Trust Agreement”). The ) between the Company and Continental Stock Transfer & Trust Company (“ CST”) and the remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid (subject to Section 3.12 hereof) to the order of the Company upon delivery to the Representatives you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (““ DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) two full Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units. “ Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000100,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 a.m., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,00085,000,000 ($97,750,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Firm Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000101,500,000, or $10.00 10.15 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The Subject to Section 1.3 hereof, the proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York City time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,00061,080,000 ($70,242,000 if the Over- allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.18 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.5) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement investment management trust agreement (the “Trust Agreement”) by and between the Company and American Stock Transfer & Trust Company. Such amount includes an aggregate of up to $2,100,000 (or up to $2,415,000 if the Over-allotment Option is exercised in full), or $0.35 per Unit, payable to Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units Shares shall be made by 1:00 P.M.at 10:00 a.m., New York City time, on the second (2nd) Business Day (as defined below) following the effective date (the “Effective Date Date”) of the Registration Statement (as defined in Section 2.1 below) (or the third (3rd) Business Day following the Effective Date, Date if the Registration Statement is declared effective on or after 4:00 p.m., New York City time) ), or at such earlier other time as shall be agreed upon by the Representatives Representative and the Company Company, at the offices of the Representatives Xxxxxx & Xxxxxxxxx LLP,(the “Representative’s Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units Shares is referred to herein as called the “Closing Date.” Payment for the Firm Units Shares shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Firm Units Shares (or through the full, fast transfer facilities of The Depository TheDepository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units Shares shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day prior to the Closing Date. The Company will permit the Representatives to examine and package the Firm Units for delivery at least one (1) full Business Day Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units Shares except upon tender of payment by the Representatives Representative for all of the Firm UnitsShares. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or any other day on which commercial banks in The City of New York, New York, are authorized or required by law to remain closed; provided, however, that, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority, so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York, New York, are generally open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second third (2nd3rd) Business Day following the effective date (the “Effective Date Date”) of the Registration Statement (as defined in Section 2.1.1 below) (or the third fourth (3rd4th) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 4:30 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives and the Company at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Representatives Underwriter (“Mxxxx Lxxxx”) or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representatives and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The proceeds of the Offering (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least one two (12) Business Day prior to the Closing Date. The Company will permit the Representatives to examine and package the Firm Units for delivery at least one (1) full Business Day Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 a.m., New York time, on the second (2nd) fourth Business Day (as defined below) following the Effective Date effective date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP (“Xxxxxx Xxxxx”) or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the are called “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. , payable as follows: $85,000,000, or $10.00 per Firm Unit, 49,500,000 of the proceeds received by the Company for the Firm Units and from the Private Placement Warrants (as defined in Section 1.32.22.3 below), including $1,750,000 of the Deferred Fees (as defined in Section 1.1.3 below) shall be deposited (or with respect to the $2,000,000 of proceeds from the sale of the Placement Warrants shall have been deposited on or prior to the date hereof) in the trust account Trust Account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The ) between the Company and Continental Stock Transfer & Trust Company (“CST”) and the remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid (subject to Section 3.12 hereof) to the order of the Company upon delivery to the Representatives you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) two full Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units. “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.

Payment and Delivery. Delivery and payment for the Firm Option Units shall be made by 1:00 P.M.at 10:00 a.m., New York time, on the second (2nd) Business Day following the Effective Option Closing Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Option Units shall be made on the Option Closing Date (or at such earlier time as shall be agreed upon by the Representative and the Company) at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000, or by deposit of the sum of $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited Option Unit in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) Account pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Option Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Option Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least not less than one (1) Business Day prior to the Closing Date or the Option Closing Date. The Company , as the case may be, and will permit be made available to the Representatives to examine Representative for inspection, checking and package packaging at the Firm Units for delivery at least aforesaid office of the Company’s transfer agent or correspondent not less than one (1) full Business Day prior to the such Closing Date or Option Closing Date. Private Placement. Simultaneously with the Closing, certain of the Company’s stockholders and affiliates, shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) an aggregate of 830,000 warrants at a purchase price of $0.50 per warrant (the “Chardan Placement Warrants”) and 1,170,000 warrants at a purchase price of $0.50 per warrant (the “LifeSci Placement Warrants” and, together with the Chardan Placement Warrants, the “Private Placement Warrants”) in a private placement (the “Private Placement”). The Company Placement Warrants and the Common Stock underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The Placement Warrants shall be identical to the Warrants included in the Units sold in the Offering except that each Placement Warrants shall be (i) exercisable for one whole share of Common Stock; (ii) non-redeemable by the Company, and (iii) may be exercised on a cash or on a cashless basis, in each case so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreements and the Warrant Agreement (as defined in Section 2.22 hereof)). The Chardan Placement Warrants will not be obligated exercisable more than five (5) years from the Effective Date, in accordance with FINRA Rule 5110(f)(2)(G)(i), as long as Chardan or any of its related persons beneficially own these warrants. There will be no placement agent in the Private Placement and no party shall be entitled to sell a placement fee or deliver expense allowance from the Firm Units except upon tender of payment by the Representatives for all sale of the Firm UnitsPlacement Securities.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the date (the “Effective Date of Date”) that the Registration Statement (as defined below) is declared effective (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Maxim or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000101,500,000 ($116,725,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 10.15 per Firm Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.6) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). Such amount includes an aggregate of $3,500,000 ($4,025,000 if the Over-allotment Option is exercised in full), or $0.35 per unit, payable to Maxim as a Deferred Underwriting Commission in accordance with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 a.m., New York City time, on the second (2nd) fourth Business Day (as defined below) following the Effective Date effective date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives XxXxxxxxx Will & Xxxxx LLP (“XxXxxxxxx”) or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the are called “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. , payable as follows: $85,000,000, or $10.00 per Firm Unit, 34,830,000 of the proceeds received by the Company for the Firm Units and from the Private Placement Warrants (as defined in Section 1.32.22.4) and $720,000 of the Deferred Fees (as defined in Section 1.1.3) shall be deposited (or with respect to the $2,500,000 of the proceeds from the sale of the Placement Warrants shall have been deposited on or prior to the date hereof) in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The ) between the Company and Continental Stock Transfer & Trust Company (“CST”) and the remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid (subject to Section 3.12 hereof) to the order of the Company upon delivery to the Representatives you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) two full Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units. “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.

Payment and Delivery. Delivery (a) Initial Rule 144A/Regulation S Shares. The closing of FBR's purchase of the Initial Rule 144A/Regulation S Shares shall be held at the offices of Sidley Austin Brown & Wood LLP in New York, New York (unless another placx xxxxx xx xgrexx xpon by FBR and payment the Issuer). At the closing, subject to the satisfaction or waiver of the closing conditions set forth herein, FBR shall pay to the Issuer the aggregate purchase price for the Firm Units Initial Rule 144A/Regulation S Shares by wire transfer of immediately available funds against the Issuer's delivery of the certificates for such Initial Rule 144A/Regulation S Shares to FBR for FBR's account as set forth below. Such payment and delivery shall be made by 1:00 P.M.at 10:00 a.m., New York City time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Datefourth, if the Registration Statement is declared effective on or execution of this Agreement occurs after 4:00 p.m., p.m. New York City time on the date hereof) business day after the date hereof (unless another time, not later than ten (10) or at such earlier time as business days after the date hereof shall be agreed upon to by the Representatives Issuer and FBR) (the Company at the offices "Closing Time"). Delivery of the Representatives or at such other place as shall be agreed upon by the Representatives and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units Initial Rule 144A/Regulation S Shares shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives of certificates (in fully registered global form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“"DTC”)") for the account of the Underwritersunless FBR shall otherwise instruct. The Firm Units global certificate shall be registered in the name of CEDE & Co., as nominee for DTC (or such name or names and in such authorized denominations other nominee as DTC may appoint), for the Representatives may request in writing at least one (1) Business Day respective accounts specified by FBR not later than the close of business on the business day prior to the Closing DateTime or such other date and time as agreed by DTC or American Stock Transfer & Trust Company, as the transfer agent (the "Transfer Agent"). The Company will permit global certificates shall be delivered to DTC or the Representatives Transfer Agent for the Shares, as custodian for DTC. For the purpose of expediting the checking of the global certificates for the Initial Rule 144A/Regulation S Shares by FBR, the Issuer agrees to examine and package the Firm Units make such certificates available to FBR for delivery such purpose at least one (1) full Business Day prior to business day preceding the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives for all of the Firm UnitsTime.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,00075,750,000 ($87,112,500 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.10 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement investment management trust agreement (the “Trust Agreement”)) by and between the Company and Continental Stock Transfer & Trust Company. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date commencement of trading of the Registration Statement (or the third (3rd) Business Day following the Effective DateFirm Units, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at through the Representatives’ election facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. The Company shall receive an aggregate of $85,000,000, or $10.00 per Firm Unit, 121,600,000 net proceeds from the sale of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) Units, of which $120,600,000 shall be deposited in on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the public stockholders Public Stockholders, as described in the Registration Statement (the “Trust Account”as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”)) between the Company and Continental Stock Transfer & Trust Company (“CST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives of certificates (in form and substance reasonably satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) the DTC for the account of the UnderwritersRepresentative). The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days (defined below) prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business, and the term “Public Stockholders” means the holders of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (as defined in Section 2.14 below) to the extent they acquire such Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,00075,750,000, or $10.00 10.10 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 a.m., New York City time, on the second (2nd) Business Day (as defined below) following the Effective Date commencement of trading of the Registration Statement (or the third (3rd) Business Day following the Effective DateFirm Units, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company Company, at the offices of Loeb & Loeb LLP, counsel to the Representatives Underwriters (“Loeb”), or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. , payable as follows: $85,000,000, or $10.00 per Firm Unit, 40,000,000 of the proceeds received by the Company for the Firm Units and from the Unit Private Placement (as defined in Section 1.3) shall be deposited in the trust account (“Trust Account”) established by the Company for the benefit of the public stockholders Public Shareholders (as defined below) and the Representative, as described in the Registration Statement (the “Trust Account”as defined in Section 2.1.1) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company (“CST”). The funds deposited in the Trust Account shall include an aggregate of $1,000,000 ($0.25 per Firm Unit), payable to Cantor Fxxxxxxxxx as Deferred Underwriting Commission, in accordance with Section 1.3 hereof. The remaining proceeds (less commissions, expense allowance commissions and actual expense payments or other fees payable pursuant to this Agreement) ), if any, shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) full Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units. As used herein, the term “Public Shareholders” means the holders of Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent it acquires such Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than a Saturday, a Sunday, a legal holiday, or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date commencement of trading of the Registration Statement (or the third (3rd) Business Day following the Effective DateFirm Units, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at through the Representatives’ election facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. The Company shall receive an aggregate of $85,000,000, or $10.00 per Firm Unit, 101,500,000 net proceeds from the sale of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) Units, of which $100,500,000 shall be deposited in on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the public stockholders Public Stockholders, as described in the Registration Statement (the “Trust Account”as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”)) between the Company and Continental Stock Transfer & Trust Company (“CST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives of certificates (in form and substance reasonably satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) the DTC for the account of the UnderwritersRepresentative). The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days (defined below) prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business, and the term “Public Stockholders” means the holders of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (as defined in Section 2.14 below) to the extent they acquire such Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at or after 10:00 A.M., New York time, on the second (2nd) Business Day following the effective date (“Effective Date Date”) of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,00075,000,000 ($86,250,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.5) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement investment management trust agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company. Such amount includes an aggregate of up to $2,625,000 (or up to $3,018,750 if the Over-allotment Option is exercised in full), or $0.35 per Unit (as defined below), payable to Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery Subject to the terms and conditions hereof, payment for of the Firm Units purchase price for, and delivery of certificates for, the Shares shall be made by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives and the Company at the offices of the Representatives Ropes & Xxxx LLP at Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (or at such other place as shall be agreed upon by the Representatives and parties), at 10:00 A.M., New York City time, on May 30, 2007 (unless another time shall be agreed to by the Company. The closing of the public offering contemplated by this Agreement is parties, such time herein referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in ”). The Company and The Bank of New York Clearing House funds. $85,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust AccountEscrow Agent”) pursuant to the terms have entered into an Escrow Agreement dated as of an Investment Management Trust Agreement May 24, 2007 (the “Trust Escrow Agreement”). The proceeds (less commissionsSubject to the terms and conditions hereof and of the Escrow Agreement, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) payment of the purchase price for the Shares shall be paid made to the order of Company in the Company upon manner set forth below by Federal Funds wire transfer, against delivery to the Representatives of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units Shares to such persons, and shall be registered in such name or names and shall be in such authorized denominations denominations, as the Representatives Placement Agent may request in writing at least one (1) Business Day business day before the Closing Date. Payment of the purchase price for the Shares to be purchased by Investors shall be made by such Investors directly to the Escrow Agent and the Escrow Agent agrees to hold such purchase price in escrow in accordance herewith. Subject to the terms and conditions hereof and of the Subscription Agreements and the Escrow Agreement, the Escrow Agent shall, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the aggregate purchase price so held by such person in escrow, reduced by an amount equal to the sum of the aggregate Agency Fee payable to the Placement Agent and the Placement Agent’s bona fide estimate of the amount, if any, of expenses for which Placement Agent is entitled to reimbursement pursuant hereto. Thereafter, the Escrow Agent’s obligations with respect to the escrow of the purchase price so held by it shall cease. The Company and the Placement Agent hereby agree to deliver to the Escrow Agent a Closing Notice in the form attached as Exhibit C to the Escrow Agreement at least one day prior to the Closing Date. The Company will permit the Representatives to examine and package the Firm Units for delivery at At least one (1) full Business Day day prior to the Closing Date. The , the Placement Agent shall submit to the Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives for all its bona fide estimate of the Firm Unitsamount, if any, of expenses for which Placement Agent is entitled to reimbursement pursuant hereto. As soon as reasonably practicable after the Closing Date, Placement Agent shall submit to the Company its expense reimbursement invoices and the Company or the Placement Agent, as applicable, shall make necessary reconciling payment(s) within thirty days of receipt of such invoices. Electronic transfer of the Shares shall be made on the Closing Date in such names and in such denominations as you shall specify. Deliveries of the documents described in Section 6 hereof with respect to the purchase of the Shares shall be made at the offices of Ropes & Xxxx LLP at Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, at 9:00 A.M., New York City time, on the Closing Date.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date commencement of trading of the Registration Statement (or the third (3rd) Business Day following the Effective DateFirm Units, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at through the Representatives’ election facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. The Company shall receive an aggregate of $85,000,000, or $10.00 per Firm Unit, 154,150,000 net proceeds from the sale of the proceeds received by the Company for the Firm Units and from the Private Placement Units (as defined in Section 1.3) 1.4.2 herein), of which $150,000,000 shall be deposited in on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the public stockholders Public Shareholders, as described in the Registration Statement (the “Trust Account”as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”)) between the Company and Continental Stock Transfer & Trust Company (“CST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives of certificates (in form and substance reasonably satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) the DTC for the account of the UnderwritersRepresentative). The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days (defined below) prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business, and the term “Public Shareholders” means the holders of Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Insiders (as defined in Section 1.4.1 below) to the extent they acquire such Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares). EarlyBirdCapital, Inc. [●], 2018

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date commencement of trading of the Registration Statement (or the third (3rd) Business Day following the Effective DateFirm Units, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at through the Representatives’ election facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. The Company shall receive an aggregate of approximately $85,000,000, or $10.00 per Firm Unit, 126,000,000 net proceeds from the sale of the proceeds received by the Company for the Firm Units and from the Private Placement Warrants (as defined in Section 1.3) 1.3.3 herein), of which $125,000,000 shall be deposited in on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the public stockholders Public Shareholders, as described in the Registration Statement (the “Trust Account”as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”)) between the Company and Continental Stock Transfer & Trust Company (“CST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives of certificates (in form and substance reasonably satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) the DTC for the account of the UnderwritersRepresentative). The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days (defined below) prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day, and the term “Public Shareholders” means the holders of Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Insiders (as defined in Section 1.4.1 below) to the extent they acquire such Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares). EarlyBirdCapital, Inc. January 21, 2021 Page 3 of 39

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the date (the “Effective Date of Date”) that the Registration Statement (as defined below) is declared effective (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Maxim or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000111,650,000 ($128,397,500 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 10.15 per Firm Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.6) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). Such amount includes an aggregate of $3,960,000 ($4,554,000 if the Over-allotment Option is exercised in full), or $0.36 per unit, payable to Maxim as a Deferred Underwriting Commission in accordance with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or at such other place as shall be agreed upon by the Representatives and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Option Units shall be made on the Option Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. , payable as follows: $85,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) 7,200,000 shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) Account pursuant to the terms of an Investment Management Trust Agreement (and the “Trust Agreement”). The remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid (subject to Section 3.12 hereof) to the order of the Company upon delivery to the Representatives you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Option Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm certificates representing the Option Units shall to be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives may request in writing at least one (1) Representative requests not less than two full Business Day Days prior to the Closing Date or the Option Closing Date. The Company , as the case may be, and will permit be made available to the Representatives to examine Representative for inspection, checking and package packaging at the Firm Units for delivery at least aforesaid office of the Company’s transfer agent or correspondent not less than one (1) full Business Day prior to the such Closing Date. The In addition, in the event the Over-Allotment Option is exercised, the Representative will provide the Company with a loan (the “Loan”) equal to the number of Option Units sold in the Over-Allotment Option multiplied by $0.10 (or an aggregate of up to $72,000 if the Over-Allotment Option is exercised in full), which proceeds shall be deposited into the Trust Account. In the event the Over-Allotment Option is exercised, the Company shall execute and deliver a note to the Representative on the Option Closing Date, evidencing the Loan. The Loan will not bear interest and will mature on the closing of a Business Transaction (the “Loan Maturity Date”); provided, that in the event the Company does not complete a Business Transaction within the time period set forth in the Trust Agreement, the Loan will not be obligated to sell or deliver the Firm Units except upon tender of payment payable by the Representatives for all Company to the Representative. The Representative shall have the option of having the Firm UnitsCompany pay the Loan on the Loan Maturity Date in either (i) cash or (ii) in warrants at a conversion price of $0.75 per warrant and which warrants shall have identical terms as the Insider Warrants (defined below).

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York Eastern time, on the second (2nd) Business Day following the Effective Date commencement of trading of the Registration Statement (or the third (3rd) Business Day following the Effective DateFirm Units, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at through the Representatives’ election facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. The Company shall receive an aggregate of approximately $85,000,000, or $10.00 per Firm Unit, 61,000,000 net proceeds from the sale of the proceeds received by the Company for the Firm Units and from the Private Placement Warrants (as defined in Section 1.3) 1.3.3 herein), of which $60,000,000 shall be deposited in on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the public stockholders Public Shareholders, as described in the Registration Statement (the “Trust Account”as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”)) between the Company and Continental Stock Transfer & Trust Company (“CST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives of certificates (in form and substance reasonably satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) the DTC for the account of the UnderwritersRepresentative). The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days (defined below) prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business, and the term “Public Shareholders” means the holders of Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Insiders (as defined in Section 1.4.1 below) to the extent they acquire such Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York Eastern time, on the second (2nd) Business Day following the Effective Date commencement of trading of the Registration Statement (or the third (3rd) Business Day following the Effective DateFirm Units, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at through the Representatives’ election facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. The Company shall receive an aggregate of approximately $85,000,000, or $10.00 per Firm Unit, 71,000,000 net proceeds from the sale of the proceeds received by the Company for the Firm Units and from the Private Placement Warrants (as defined in Section 1.3) 1.3.3 herein), of which $70,000,000 shall be deposited in on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the public stockholders Public Shareholders, as described in the Registration Statement (the “Trust Account”as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”)) between the Company and Continental Stock Transfer & Trust Company (“CST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives of certificates (in form and substance reasonably satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) the DTC for the account of the UnderwritersRepresentative). The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days (defined below) prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business, and the term “Public Shareholders” means the holders of Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Insiders (as defined in Section 1.4.1 below) to the extent they acquire such Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares). EarlyBirdCapital, Inc. December 10, 2019

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or at such other place as shall be agreed upon by the Representatives and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000, 70,000,000 or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives to examine and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Option Units shall be made by 1:00 P.M.at 10:00 a.m., New York time, on the second (2nd) Business Day following the Effective Option Closing Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Option Units shall be made on the Option Closing Date (or at such earlier time as shall be agreed upon by the Representative and the Company) at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000, or by deposit of the sum of $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited Option Unit in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) Account pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Option Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Option Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least not less than one (1) Business Day prior to the Closing Date or the Option Closing Date. The Company , as the case may be, and will permit be made available to the Representatives to examine Representative for inspection, checking and package packaging at the Firm Units for delivery at least aforesaid office of the Company’s transfer agent or correspondent not less than one (1) full Business Day prior to the such Closing Date or Option Closing Date. Private Placement. Simultaneously with the Closing, certain of the Company’s stockholders and affiliates, shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) an aggregate of 1,000,000 warrants at a purchase price of $0.50 per warrant (the “Chardan Placement Warrants”) and 1,570,000 warrants at a purchase price of $0.50 per warrant (the “LifeSci Placement Warrants” and, together with the Chardan Placement Warrants, the “Private Placement Warrants”) in a private placement (the “Private Placement”). The Company Placement Warrants and the Common Stock underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The Placement Warrants shall be identical to the Warrants included in the Units sold in the Offering except that each Placement Warrants shall be (i) exercisable for one whole share of Common Stock; (ii) non-redeemable by the Company, and (iii) may be exercised on a cash or on a cashless basis, in each case so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreements and the Warrant Agreement (as defined in Section 2.22 hereof)). The Chardan Placement Warrants will not be obligated exercisable more than five (5) years from the Effective Date, in accordance with FINRA Rule 5110(f)(2)(G)(i), as long as Chardan or any of its related persons beneficially own these warrants. There will be no placement agent in the Private Placement and no party shall be entitled to sell a placement fee or deliver expense allowance from the Firm Units except upon tender of payment by the Representatives for all sale of the Firm UnitsPlacement Securities.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Datecommencement of trading of the Firm Units, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at through the Representatives’ election facilities of Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. The Company shall receive an aggregate of $85,000,000, or $10.00 per Firm Unit, 127,300,000 net proceeds from the sale of the proceeds received by the Company for the Firm Units and from the Private Placement Units (as defined in Section 1.3) 1.4.2 herein), of which $126,250,000 shall be deposited in on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the public stockholders Public Stockholders, as described in the Registration Statement (the “Trust Account”as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”)) between the Company and Continental Stock Transfer & Trust Company (“CST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives of certificates (in form and substance reasonably satisfactory to the UnderwritersRepresentative) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) the DTC for the account of the UnderwritersRepresentative). The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days (defined below) prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business, and the term “Public Stockholders” means the holders of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (as defined in Section 2.14 below) to the extent they acquire such Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment Payment for the Firm Units Securities shall be made by 1:00 P.M.to the Escrow Agent (on behalf of the Company and pursuant to the terms of the Escrow Agreement) in Federal or other funds immediately available in New York City against delivery of such Securities for the respective accounts of the several Initial Purchasers at 10:00 a.m., New York City time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective DateOctober 15, if the Registration Statement is declared effective on or after 4:00 p.m.2014, New York time) or at such earlier time as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or at such other place time on the same or such other date, not later than October 15, 2014, as shall be agreed upon designated in writing by the Representatives and the CompanyRepresentative. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour time and date of delivery and such payment for the Firm Units is are hereinafter referred to herein as the “Closing Date.” Payment for the Firm Units Such delivery and payment shall be made on at 10:00 a.m., New York City time, at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other time and place as may be agreed to by the Company and the Representative). The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date at the Representatives’ election by wire transfer as originally scheduled include, but are in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000no way limited to, or $10.00 per Firm Unit, of the proceeds received any determination by the Company for or the Firm Units and from Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the Private Placement (as defined in provisions of Section 1.3) 10 hereof. The Securities shall be deposited in the trust account established definitive form or global form, as specified by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The proceeds (less commissionsRepresentative, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives may Representative shall request in writing at least not later than one (1) Business Day full business day prior to the Closing Date. The Company will permit Securities shall be delivered to the Representatives Representative on the Closing Date for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Securities to examine the Initial Purchasers duly paid, against payment of the Purchase Price therefor plus accrued interest, if any, to the date of payment and package delivery. Time shall be of the Firm Units for essence, and delivery at least one (1) full Business Day prior the time and place specified in this Agreement is a condition to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives for all obligations of the Firm UnitsInitial Purchasers.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York Baltimore, Maryland time, on the second (2nd) Business Day third business day following the Effective Date of the Registration Statement (or the third (3rd) Business Day fourth business day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 4:30 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as called the “Closing Date"CLOSING DATE.” " Payment for the Firm Units in the total amount of $[_________] (representing gross proceeds of the Offering before payment of Offering expenses of $[_________], and the non-accountable expense allowance of $[_________] referred to in Section 3.26 hereof) shall be made on the Closing Date at the Representatives’ Representative's election by wire transfer in Federal (same day) funds or by certified or bank cashier’s 's check(s) in New York Clearing House funds. , as follows: $85,000,000, or [__________] (representing net proceeds of the Offering after payment of Offering expenses of $10.00 per Firm Unit, [__________] but including $[__________] non-accountable expense allowance and without giving effect to the over-allotment option) of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account fund established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”"TRUST FUND") pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The "TRUST AGREEMENT") and the remaining $[__________] of the proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreementrepresenting $[__________] for Offering expenses) shall be paid to the order of the Company upon delivery to the Representatives you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“the "DTC”")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day two full business days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery Subject to the terms and conditions hereof, payment for of the Firm Units purchase price for, and delivery of certificates for, the Shares shall be made by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives and the Company at the offices of the Representatives Xxxxxx, Xxxxx & Xxxxxxx LLP, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000 (or at such other place as shall be agreed upon by the Representatives and parties), at 10:00 A.M., New York City time, on September 20, 2006 (unless another time shall be agreed to by the Company. The closing of the public offering contemplated by this Agreement is parties, such time herein referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds”). $85,000,000The Company and XX Xxxxxx Chase Bank, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement N.A. (the “Trust AccountEscrow Agent”) pursuant to the terms have entered into an Escrow Agreement dated as of an Investment Management Trust Agreement September 14, 2006 (the “Trust Escrow Agreement”). The proceeds (less commissionsSubject to the terms and conditions hereof and of the Escrow Agreement, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) payment of the purchase price for the Shares shall be paid made to the order of Company in the Company upon manner set forth below by Federal Funds wire transfer, against delivery to the Representatives of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units Shares to such persons, and shall be registered in such name or names and shall be in such authorized denominations denominations, as the Representatives Placement Agents may request in writing at least one (1) Business Day business day before the Closing Date. Payment of the purchase price for the Shares to be purchased by Investors shall be made by such Investors directly to the Escrow Agent and the Escrow Agent agrees to hold such purchase price in escrow in accordance herewith. Subject to the terms and conditions hereof and of the Subscription Agreements and the Escrow Agreement, the Escrow Agent shall, on the Closing Date, deliver to the Company, by Federal Funds wire transfer, the aggregate purchase price so held by such person in escrow, reduced by an amount equal to the sum of the aggregate Agency Fee payable to the Placement Agent and the Placement Agent’s bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto. Thereafter, the Escrow Agent’s obligations with respect to the escrow of the purchase price so held by it shall cease. The Company and the Placement Agent hereby agree to deliver to the Escrow Agent a Closing Notice in the form attached as Exhibit C to the Escrow Agreement at least one day prior to the Closing Date. The Company will permit the Representatives to examine and package the Firm Units for delivery at At least one (1) full Business Day day prior to the Closing Date, each Placement Agent shall submit to the Company its bona fide estimate of the amount, if any, of expenses for which such Placement Agent is entitled to reimbursement pursuant hereto. The As soon as reasonably practicable after the Closing Date, the Placement Agent shall submit to the Company its expense reimbursement invoices and the Company shall not be obligated to sell or deliver the Firm Units except upon tender make necessary reconciling payment(s) within thirty days of payment by the Representatives for all receipt of such invoice. Electronic transfer of the Firm UnitsShares shall be made on the Closing Date in such names and in such denominations as you shall specify. Deliveries of the documents described in Section 6 hereof with respect to the purchase of the Shares shall be made at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000 at 10:00 A.M., New York City time, on the Closing Date.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000161,600,000, or $10.00 10.10 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management the Trust Agreement (the “Trust Agreement”as defined in Section 2.25). The proceeds (less commissions, expense allowance and actual expense payments or other fees payable by the Company pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the UnderwritersUnderwriters or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the representative) representing the Firm Units. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least not less than one (1) Business Day prior to the Closing Date. The Company will permit the Representatives to examine and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units Shares shall be made by 1:00 P.M.at 10:00 a.m., New York City time, on the second (2nd) Business Day (as defined below) following the effective date (the “Effective Date Date”) of the Registration Statement (as defined in Section 2.1 below) (or the third (3rd) Business Day following the Effective Date, Date if the Registration Statement is declared effective on or after 4:00 p.m., New York City time) ), or at such earlier other time as shall be agreed upon by the Representatives Representative and the Company Company, at the offices of the Representatives Xxxxxx & Xxxxxxxxx LLP,(the “Representative’s Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units Shares is referred to herein as called the “Closing Date.” Payment for the Firm Units Shares shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the UnderwritersRepresentative) representing the Firm Units Shares (or through the full, fast transfer facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units Shares shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day prior to the Closing Date. The Company will permit the Representatives to examine and package the Firm Units for delivery at least one (1) full Business Day Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units Shares except upon tender of payment by the Representatives Representative for all of the Firm UnitsShares. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or any other day on which commercial banks in The City of New York, New York, are authorized or required by law to remain closed; provided, however, that, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority, so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York, New York, are generally open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 a.m., New York City time, on the second (2nd) fourth Business Day (as defined below) following the Effective Date effective date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Lxxxxxxxxx Xxxxxxx PC ("Lxxxxxxxxx") or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the are called “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. , payable as follows: $85,000,000, or $10.00 per Firm Unit, 6,022,500 of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The ) between the Company and Continental Stock Transfer & Trust Company (“CST”) and the remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid (subject to Section 3.12 hereof) to the order of the Company upon delivery to the Representatives you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) two full Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units. “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000120,000,000, or $10.00 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The Subject to Section 1.3 hereof, the proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the date (the “Effective Date of Date”) that the Registration Statement (as defined below) is declared effective (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Maxim or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000200,000,000 ($230,000,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 per Firm Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.4) shall be deposited in the trust account established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). Such amount includes an aggregate of $7,000,000 ($8,050,000 if the Over-allotment Option is exercised in full), or $0.35 per unit, payable to Maxim as a Deferred Underwriting Commission in accordance with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at [10:00] A.M., New York time, on the second third (2nd3rd) Business Day following the Effective Date of date that the Registration Statement is declared effective by the Commission (the “Effective Date”) (or the third fourth (3rd4th) Business Day following the Effective Date, if the Registration Statement is declared effective on at or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Maxim or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,000200,000,000 ($230,000,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Firm Unitunit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.6) shall be deposited in the trust account established by and between the Company and Computershare Trust Company, N.A. (“Computershare”) for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The Underwriters shall place in the Trust Account the amount payable to the Underwriters as a Deferred Underwriting Commission in accordance with Section 1.1.1 hereof. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M.at 10:00 A.M., New York time, on the second (2nd) Business Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York City time) or at such earlier time as shall be agreed upon by the Representatives Representative and the Company at the offices of the Representatives Representative or at such other place as shall be agreed upon by the Representatives Representative and the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. $85,000,00061,080,000 ($70,242,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 10.18 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement (as defined in Section 1.31.5) shall be deposited in the trust account established by the Company for the benefit of the public stockholders shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement investment management trust agreement (the “Trust Agreement”) by and between the Company and American Stock Transfer & Trust Company. Such amount includes an aggregate of up to $2,100,000 (or up to $2,415,000 if the Over-allotment Option is exercised in full), or $0.35 per Unit, payable to Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least one two (12) Business Day Days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all of the Firm Units.