Common use of Conditions of the Obligations of the Underwriters Clause in Contracts

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Firm Securities and the Optional Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused White & Case LLP, counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (c) The Company shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLP, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (d) The Representative shall have received from Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, with respect to the issuance and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to the Representative a certificate of the Company, signed by its Chief Executive Officer and the principal financial or accounting officer of the Company, dated the Closing Date, and any settlement date, as applicable, to the effect that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (f) The Company shall have requested and caused Mxxxxx to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicable, in form and substance satisfactory to the Representative. (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (h) Prior to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. (i) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (j) The Offered Securities shall be duly listed subject to notice of issuance on the New York Stock Exchange, satisfactory evidence of which shall have been provided to the Representative. (k) On the date hereof, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement. (l) At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectus. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, at 18/F, the Hong Kong Club Building, 3A Chater Road, Hong Kong, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicable.

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Firm Securities and the Optional Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused White Skadden, Arps, Slate, Xxxxxxx & Case Xxxx LLP, counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (c) The Company shall have requested and caused Mxxxxx Xxxxxx and Cxxxxx (Hong Kong) LLPCalder, Cayman Islands counsel for the Company, to have furnished to the Representative Representatives its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the RepresentativeRepresentatives, in a form reasonably acceptable to the RepresentativeRepresentatives. (d) The Representative shall have received from Dxxxx Xxxx Shearman & Wxxxxxxx Sterling LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, with respect to the issuance and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to the Representative a certificate of the Company, signed by its Chief Executive Officer and the principal financial or accounting officer of the Company, dated the Closing Date, and any settlement date, as applicable, to the effect that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (f) [Reserved]. (g) The Company shall have requested and caused Mxxxxx Xxxxxx to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicable, in form and substance satisfactory to the Representative. (gh) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (hi) Prior to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. (ij) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (jk) The Offered Securities shall be duly listed subject to notice of issuance on the New York Stock Exchange, satisfactory evidence of which shall have been provided to the Representative. (kl) On the date hereofEffective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement. (lm) At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectus. (mn) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxx Shearman & Wxxxxxxx Sterling LLP, counsel for the Underwriters, at 18/FShearman & Sterling LLP, the Hong Kong Club Building000 Xxxxxxxxx Xxx, 3A Chater RoadXxx Xxxx, Hong KongXxx Xxxx, 00000, Attention: Xxxxxx Xxxxxxxxx, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicable.

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Firm Securities and the Optional Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder hereunder, including, if applicable, the last sentence of Section 4(c) hereof, and to the following additional conditions: (a) The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused White Dxxxx Xxxx & Case Wxxxxxxx LLP, counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (c) The Company shall have requested and caused Mxxxxx and Cxxxxx Calder (Hong KongCayman) LLP, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (d) The Representative shall have received from Dxxxx Xxxx Lxxxxx & Wxxxxxxx Wxxxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, with respect to the issuance and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to the Representative a certificate of the Company, signed by its Chief Executive Officer and the principal financial or accounting officer of the Company, dated the Closing Date, and any settlement date, as applicable, to the effect that the signers of such certificate have carefully examined the Registration Statement and Statement, each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date the Closing Date with the same effect as if made on such date the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such datethe Closing Date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (f) The Company shall have furnished to the Representative a certificate signed by the Chief Financial Officer of the Company, dated the Closing Date, certifying (i) that the Amended and Restated Memorandum and Articles of Association of the Company are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, and (iv) as to the incumbency of the Chief Executive Officer of the Company. The documents referred to in such certificate shall be attached to such certificate. (g) The Company shall have requested and caused Mxxxxx WithumSmith+Bxxxx, PC to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicableDate, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicableDate, in form and substance satisfactory to the Representative, confirming that they are a registered public accounting firm that is independent with respect to the Company within the meaning of the Act and the Exchange Act and the applicable rules and regulations adopted by the Commission thereunder and that they have performed a review of the audited financial statements of the Company for the period from February 2, 2021 through February 23, 2021 as well as the balance sheet as of February 23, 2021; provided that the cutoff date shall not be more than two business days prior to such Execution Time or Closing Date, as applicable, and stating in effect that: (i) in their opinion, the audited financial statements and financial statement schedules included in the Registration Statement, the Statutory Prospectus and the Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Act and the related rules and regulations adopted by the Commission; and (ii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company) set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, including the information set forth under the captions “Dilution” and “Capitalization” in the Statutory Prospectus and the Prospectus, agrees with the accounting records of the Company, excluding any questions of legal interpretation. References to the Prospectus in this Section 7(g) include any supplement thereto at the date of the letter. (gh) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (gSection 7(g) of this Section 7 hereof or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (hi) Prior to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. (ij) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (jk) The Offered Securities shall be duly listed subject to notice of issuance on the New York Stock Exchange, satisfactory evidence of which shall have been provided to the Representative. (kl) On the date hereofEffective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Administrative Services Agreement and the Administrative Services Registration Rights Agreement. (lm) At least one Business Day prior to the Closing Date or a the settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, date shall equal the product of the number of Units issued sold in the Offering public offering as of such Closing Date or such settlement date, as applicable, date and the public offering price per Unit as set forth on the cover of the Prospectus. (mn) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii6(hh) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 and, if applicable, the last sentence of Section 4(c), shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxx Lxxxxx & Wxxxxxxx Wxxxxxx LLP, counsel for the Underwriters, at 18/F800 Xxxxx Xxxxxx, the Hong Kong Club BuildingXxx Xxxx, 3A Chater RoadXX 00000-0000, Hong KongAttention: Mxxxxxx Xxxxxxxx, unless otherwise indicated herein, on the Closing Date and any or the applicable settlement date, as applicable.

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Firm Securities and the Optional Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose or under Section 8A of the Act shall have been instituted or threatened. (b) The Company shall have requested and caused White Xxxxxxx Xxxxxxx & Case Xxxxxxxx LLP, counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (c) The Company shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLP, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (d) The Representative shall have received from Dxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, with respect to the issuance and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (ed) The Company shall have furnished to the Representative a certificate of the Company, signed by its Chief Executive Officer and the principal financial or accounting officer of the Company, dated the Closing Date, and any settlement date, as applicable, to the effect that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose or under Section 8A of the Act have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (fe) The Company shall have requested and caused Mxxxxx KPMG to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicable, in form and substance reasonably satisfactory to the Representative. (gf) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, financial condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (hg) Prior to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. (ih) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (ji) The Offered Securities shall be duly listed subject to notice of issuance on the New York Stock ExchangeNYSE, satisfactory evidence of which shall have been provided to the Representative. (kj) On the date hereofEffective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Alignment Share Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement. (lk) At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units SAILSM Securities issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit SAILSM Security as set forth on the cover of the Prospectus. (ml) No order preventing or suspending the sale of the Units SAILSM Securities in any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, Date and no proceedings for that purpose shall have been instituted instituted, or to the Company’s knowledge, shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, at 18/FSkadden, the Hong Kong Club BuildingArps, 3A Chater RoadSlate, Hong KongXxxxxxx & Xxxx LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxx, Xxxxxxxxxx, 00000, Attention: Xxxxx Xxxx and Xxxxxxx Xxxxxxxx, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicable.

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Firm Securities and the Optional Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused White Xxxxxx Xxxxxxxx Xxxxx & Case Xxxxxxxx LLP, counsel for the Company, to have furnished to the Representative Representatives its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the RepresentativeRepresentatives, in a form reasonably acceptable to the RepresentativeRepresentatives. (c) The Company shall have requested and caused Mxxxxx Xxxxxx and Cxxxxx (Hong Kong) LLPCalder, Cayman Islands counsel for the Company, to have furnished to the Representative Representatives its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the RepresentativeRepresentatives, in a form reasonably acceptable to the RepresentativeRepresentatives. (d) The Representative Representatives shall have received from Dxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the RepresentativeRepresentatives, with respect to the issuance and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to the Representative Representatives a certificate of the Company, signed by its Chief Executive Officer and the principal financial or accounting officer of the Company, dated the Closing Date, and any settlement date, as applicable, to the effect that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (f) The Company shall have requested and caused Mxxxxx Xxxxxx to have furnished to the RepresentativeRepresentatives, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicable, in form and substance satisfactory to the RepresentativeRepresentatives. (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the RepresentativeRepresentatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (h) Prior to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative Representatives such further information, certificates and documents as the Representative Representatives may reasonably request. (i) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (j) The Offered Securities shall be duly listed subject to notice of issuance on the New York Stock ExchangeNasdaq, satisfactory evidence of which shall have been provided to the RepresentativeRepresentatives. (k) On the date hereofEffective Date, the Company shall have delivered to the Representative Representatives executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement. (l) At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectus. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative Representatives pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the RepresentativeRepresentatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, at 18/F000 Xxxxxxxxxx Xxxxxx, the Hong Kong Club BuildingXxxxx 0000, 3A Chater RoadXxxx Xxxx, Hong KongXxxxxxxxxx 00000, Attention: Xxxxx X. Xxxx, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicable.

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Firm Underwritten Securities and the Optional Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder hereunder, including, if applicable, the last sentence of Section 4(c) hereof, and to the following additional conditions: (a) The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused White Xxxxx Xxxx & Case Xxxxxxxx LLP, counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (c) The Company shall have requested and caused Mxxxxx Xxxxxx and Cxxxxx (Hong Kong) LLPCalder, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (d) The Representative shall have received from Dxxxx Xxxx Xxxx, Weiss, Rifkind, Xxxxxxx & Wxxxxxxx Xxxxxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, with respect to the issuance and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to the Representative a certificate of the Company, signed by its Chief Executive Officer and the principal financial or accounting officer of the Company, dated the Closing Date, and any settlement date, as applicable, to the effect that the signers of such certificate have carefully examined the Registration Statement and Statement, each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (f) The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying (i) that the Amended and Restated Memorandum and Articles of Association of the Company or any settlement date, as applicable, are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate. (g) The Company shall have requested and caused Mxxxxx WithumSmith+Xxxxx, PC to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicable, in form and substance satisfactory to the Representative, confirming that they are a registered public accounting firm that is independent with respect to the Company within the meaning of the Act and the Exchange Act and the applicable rules and regulations adopted by the Commission thereunder and that they have performed a review of the audited financial statements of the Company for the period from September 25, 2020 (inception) through September 30, 2020; provided that the cutoff date shall not be more than two business days prior to such Execution Time or Closing Date, as applicable, and stating in effect that: (i) in their opinion, the audited financial statements and financial statement schedules included in the Registration Statement, the Statutory Prospectus and the Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Act and the related rules and regulations adopted by the Commission; and (ii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company) set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, including the information set forth under the captions “Dilution” and “Capitalization” in the Statutory Prospectus and the Prospectus, agrees with the accounting records of the Company, excluding any questions of legal interpretation. References to the Prospectus in this Section 7(g) include any supplement thereto at the date of the letter. (gh) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (gSection 7(g) of this Section 7 hereof or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (hi) Prior to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. (ij) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (jk) The Offered Securities shall be duly listed subject to notice of issuance on the New York Stock Exchange, satisfactory evidence of which shall have been provided to the Representative. (kl) On the date hereofEffective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Administrative Services Agreement and the Administrative Services Registration Rights Agreement. (lm) At least one Business Day prior to the Closing Date or a any settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, date shall equal the product of the number of Units issued sold in the Offering public offering as of such Closing Date or such settlement date, as applicable, date and the public offering price per Unit as set forth on the cover of the Prospectus. (mn) No order preventing or suspending the sale of the Units Securities in any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 and, if applicable, the last sentence of Section 4(c), shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxx Xxxx, Weiss, Rifkind, Xxxxxxx & Wxxxxxxx Xxxxxxxx LLP, counsel for the Underwriters, at 18/F0000 Xxxxxx xx xxx Xxxxxxxx, the Hong Kong Club BuildingXxx Xxxx, 3A Chater RoadXX 00000, Hong KongAttention: Xxxxx X. Xxxxxxx and Xxxxx X. Xxxxxx, unless otherwise indicated herein, on the Closing Date and any or the applicable settlement date, as applicable.

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Firm Securities and the Optional Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused White Skadden, Arps, Slate, Xxxxxxx & Case Xxxx LLP, counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (c) The Company shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLPXxxxxx Group, Cayman Islands counsel for the Company, to have furnished to the Representative Representatives its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the RepresentativeRepresentatives, in a form reasonably acceptable to the RepresentativeRepresentatives. (d) The Representative shall have received from Dxxxx Xxxx Shearman & Wxxxxxxx Sterling LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, with respect to the issuance and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to the Representative a certificate of the Company, signed by its Chief Executive Officer and the principal financial or accounting officer of the Company, dated the Closing Date, Date and any settlement date, as applicable, to the effect that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (f) [Reserved]. (g) The Company shall have requested and caused Mxxxxx Xxxxxx to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicable, in form and substance satisfactory to the Representative. (gh) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (hi) Prior to the Closing Date, Date and any settlement date, as applicable, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. (ij) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (jk) The Offered Securities shall be duly listed subject to notice of issuance on the New York Stock Exchange, satisfactory evidence of which shall have been provided to the Representative. (kl) On the date hereofEffective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement. (lm) At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering public offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectus. (mn) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxx Shearman & Wxxxxxxx Sterling LLP, counsel for the Underwriters, at 18/FShearman & Sterling LLP, the Hong Kong Club Building000 Xxxxxxxxx Xxx, 3A Chater RoadXxx Xxxx, Hong KongXxx Xxxx, 00000, Attention: Xxxxxx Xxxxxxxxx, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicable.

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Firm Securities and the Optional Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused White Skadden, Arps, Slate, Xxxxxxx & Case Xxxx LLP, counsel for the Company, to have furnished to the Representative Representatives its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the RepresentativeRepresentatives, in a form reasonably acceptable to the RepresentativeRepresentatives. (c) The Company shall have requested and caused Mxxxxx Xxxxxx and Cxxxxx Calder (Hong Kong) LLP, Cayman Islands counsel for the Company, to have furnished to the Representative Representatives its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the RepresentativeRepresentatives, in a form reasonably acceptable to the RepresentativeRepresentatives. (d) The Representative Representatives shall have received from Dxxxx Xxxxx Xxxx & Wxxxxxxx Xxxxxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the RepresentativeRepresentatives, with respect to the issuance and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to the Representative Representatives a certificate of the Company, signed by its Chief Executive Officer and the principal financial or accounting officer of the Company, dated the Closing Date, and any settlement date, as applicable, to the effect that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (f) The Company shall have requested and caused Mxxxxx Centri Business Consulting to have furnished to the RepresentativeRepresentatives, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicable, in form and substance satisfactory to the RepresentativeRepresentatives. (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the RepresentativeRepresentatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (h) Prior to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative Representatives such further information, certificates and documents as the Representative Representatives may reasonably request. (i) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (j) The Offered Securities shall be duly listed subject to notice of issuance on the New York Stock Exchange, satisfactory evidence of which shall have been provided to the RepresentativeRepresentatives. (k) On the date hereofEffective Date, the Company shall have delivered to the Representative Representatives executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement. (l) At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectus. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative Representatives pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the RepresentativeRepresentatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxxx Xxxx & Wxxxxxxx Xxxxxxxx LLP, counsel for the Underwriters, at 18/F, the Hong Kong Club Building, 3A Chater Road, Hong Kong, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicable.

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Firm Securities and the Optional Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused White Ropes & Case Xxxx LLP, counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (c) The Company shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLPWalkers, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (d) The Representative shall have received from Dxxxx Xxxx Shearman & Wxxxxxxx Sterling LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, with respect to the issuance and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to the Representative a certificate of the Company, signed by its Chief Executive Officer and the principal financial or accounting officer of the Company, dated the Closing Date, and any settlement date, as applicable, to the effect that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act show used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date the Closing Date with the same effect as if made on such date the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such datethe Closing Date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (f) The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying (i) that the Amended and Restated Memorandum and Articles of Association of the Company are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate. (g) The Company shall have requested and caused Mxxxxx Withum to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicableDate, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicableDate, in form and substance satisfactory to the Representative, confirming that they are a registered public accounting firm that is independent with respect to the Company within the meaning of the Act and the Exchange Act and the applicable rules and regulations adopted by the Commission thereunder and that they have performed a review of the audited financial statements of the Company for the period from December 10, 2018 (inception) through December 31, 2018; provided that the cutoff date shall not be more than two business days prior to such Execution Time or Closing Date, as applicable, and stating in effect that: (i) in their opinion the audited financial statements and financial statement schedules included in the Registration Statement, the Statutory Prospectus and the Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Act and the related rules and regulations adopted by the Commission; and (ii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company) set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, including the information set forth under the captions “Dilution” and “Capitalization” in the Statutory Prospectus and the Prospectus, agrees with the accounting records of the Company, excluding any questions of legal interpretation. References to the Prospectus in this Section 7(g) include any supplement thereto at the date of the letter. (gh) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (gSection 7(g) of this Section 7 hereof or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (hi) Prior to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. (ij) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (jk) The Offered Securities shall be duly listed subject to notice of issuance on the New York Stock Exchange, satisfactory evidence of which shall have been provided to the Representative. (kl) On the date hereofEffective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Securities Subscription Agreement, the Forward Purchase Agreement, the Warrant Subscription Private Placement Warrants Purchase Agreement, the Insider Letter, the Registration Rights Agreement, the Administrative Services Agreement and the Administrative Services Cash Escrow Agreement. (lm) At least one Business Day prior to the Closing Date or a settlement date, as applicableDate, the Company Sponsor shall have caused the required proceeds from the sale of purchase price for the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the ProspectusAccount. (mn) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. (o) On the date hereof, (x) the obligations of the Sponsor or its affiliate to repurchase the Warrants pursuant to the Warrant Agreement and (y) the Cash Escrow Agreement shall be in full force and effect, and the Sponsor or its affiliate shall have deposited cash funds into an escrow account with X.X. Xxxxxx Chase Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full). If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxx Shearman & Wxxxxxxx Sterling LLP, counsel for the Underwriters, at 18/FShearman & Sterling LLP, the Hong Kong Club Building000 Xxxxxxxxx Xxxxxx, 3A Chater RoadXxx Xxxx, Hong KongXxx Xxxx, 00000-0000, Attention: Xxxxxx Xxxxxxxxx, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicableDate.

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Firm Securities and the Optional Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose or under Section 8A of the Act shall have been instituted or threatened. (b) The Company shall have requested and caused White Xxxxx Xxxx & Case Xxxxxxxx LLP, counsel for the Company, to have furnished to the Representative Representatives its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the RepresentativeRepresentatives, in a form reasonably acceptable to the RepresentativeRepresentatives. (c) The Company shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLPXxxxxxx, Cayman Islands counsel for the Company, to have furnished to the Representative Representatives its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the RepresentativeRepresentatives, in a form reasonably acceptable to the RepresentativeRepresentatives. (d) The Representative Representatives shall have received from Dxxxx Xxxx Xxxxxxxx & Wxxxxxxx Xxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the RepresentativeRepresentatives, with respect to the issuance and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to the Representative Representatives a certificate of the Company, signed by its Chief Executive Officer and the principal financial or accounting officer of the Company, dated the Closing Date, and any settlement date, as applicable, to the effect that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose or under Section 8A of the Act have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (f) [Reserved]. (g) The Company shall have requested and caused Mxxxxx Xxxxxx to have furnished to the RepresentativeRepresentatives, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicable, in form and substance satisfactory to the RepresentativeRepresentatives. (gh) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the RepresentativeRepresentatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (hi) Prior to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative Representatives such further information, certificates and documents as the Representative Representatives may reasonably request. (ij) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (jk) The Offered Securities shall be duly listed subject to notice of issuance on the New York Stock ExchangeNasdaq, satisfactory evidence of which shall have been provided to the RepresentativeRepresentatives. (kl) On the date hereofEffective Date, the Company shall have delivered to the Representative Representatives executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement. (lm) At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectus. (mn) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative Representatives pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the RepresentativeRepresentatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at to the office of Dxxxx Xxxx Xxxxxxxx & Wxxxxxxx Xxxxx LLP, counsel for the Underwriters, at 18/F26th Floor, the Hong Kong Club BuildingGloucester Tower, 3A Chater RoadThe Landmark, 15 Queen’s Road Central, Hong Kong, Attention: Xxxxxxxx X. Xxxxx, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicable.

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Firm Securities and the Optional Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose or under Section 8A of the Securities Act shall have been instituted or threatened. (b) The Company shall have requested and caused White Skadden, Arps, Slate, Xxxxxxx & Case Xxxx LLP, counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (c) The Company shall have requested and caused Mxxxxx Xxxxxx and Cxxxxx (Hong Kong) LLPCalder, Cayman Islands counsel for the Company, to have furnished to the Representative Representatives its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the RepresentativeRepresentatives, in a form reasonably acceptable to the RepresentativeRepresentatives. (d) The Representative shall have received from Dxxxx Ropes & Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, with respect to the issuance and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to the Representative a certificate of the Company, signed by its Chief Executive Officer and the principal financial or accounting officer of the Company, dated the Closing Date, and any settlement date, as applicable, to the effect that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose or under Section 8A of the Securities Act have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (f) [Reserved]. (g) The Company shall have requested and caused Mxxxxx Withum to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicable, in form and substance satisfactory to the Representative. (gh) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (hi) Prior to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. (ij) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (jk) The Offered Securities shall be duly listed subject to notice of issuance on the New York Stock ExchangeThe Nasdaq Capital Market, satisfactory evidence of which shall have been provided to the Representative. (kl) On the date hereofEffective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Support Services Agreement. (lm) At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectus. (mn) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Ropes & Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, at 18/FRopes & Xxxx LLP, the Hong Kong Club Building0000 Xxxxxx xx xxx Xxxxxxxx, 3A Chater RoadXxx Xxxx, Hong KongXxx Xxxx, 00000, Attention: Xxxx Xxxxx, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicable.

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Offered Securities and on the Optional Securities, as the case may be, shall Closing Date will be subject to the accuracy accuracy, at and as of the date of this Agreement, at the Applicable Time and as of the Closing Date, of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereofherein, to the accuracy of the statements of the Company officers made in any certificates pursuant to the provisions hereof, to the performance by the Company Company, at and as of the Closing Date, of its obligations hereunder and to the following additional conditionsconditions precedent: (a) The ProspectusUnderwriters shall have received a letter, dated the date of this Agreement, of Ernst & Young LLP in the form and any supplement thereto, substance satisfactory to the Underwriters concerning the financial information of the Company. (b) The Prospectus shall have been filed with the Commission in accordance with the manner Rules and within the time period required by Rule 424(b); Regulations and no Section 5(a) of this Agreement. No stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use part thereof shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or threatenedany Underwriter, shall be contemplated by the Commission. (bc) Subsequent to the execution of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as one enterprise which, in the judgment of a majority in interest of the Underwriters including any Representatives thereof, is material and adverse and makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Offered Securities; (ii) any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as used under Section 15E of the Exchange Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any change in U.S. or international financial, political or economic conditions or exchange rates or exchange controls as would in the judgment of a majority in interest of the Underwriters including the Representatives be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market; (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (v) or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (vi) any banking moratorium declared by U.S. Federal or New York authorities; (vii) any major disruption in commercial banking, settlements of securities or clearance services; or (viii) any attack on, outbreak or escalation of hostilities or acts of terrorism in which the United States is involved, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of a majority in interest of the Underwriters including the Representatives, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Offered Securities. (d) The Company Representatives shall have requested received the opinions and caused White negative assurance letter, each dated the Closing Date, of Xxxxxx & Case Xxxxxxx LLP, counsel for the Company, to have furnished in form and substance satisfactory to the Representative its opinions Representatives, substantially to the effect set forth in Annex II-A, Annex II-B and Annex II-C hereto. (e) The Representatives shall have received an opinion, dated the Closing Date and any settlement dateDate, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (c) The Company shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) of Xxxxxxx Xxxxx LLP, Cayman Islands Maryland counsel for the Company, to have furnished in form and substance satisfactory to the Representative its opinions Representatives, substantially to the effect set forth in Annex III hereto. (f) The Representatives shall have received an opinion, dated the Closing Date Date, of the General Counsel of the Company, in form and any settlement date, as applicable, and addressed substance satisfactory to the RepresentativeRepresentatives, in a form reasonably acceptable substantially to the Representative.effect set forth in Annex IV hereto (dg) The Representative Representatives shall have received from Dxxxx Xxxx Milbank, Tweed, Xxxxxx & Wxxxxxxx XxXxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the RepresentativeDate, with respect to the issuance and sale incorporation of the Company, the validity of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative Underwriters may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. In rendering such opinion, Milbank, Tweed, Xxxxxx & XxXxxx LLP may rely as to the incorporation of the Company and all other matters governed by Maryland law upon the opinion of Xxxxxxx Xxxxx LLP referred to above. (eh) The Company Representatives shall have furnished to received a certificate, dated the Representative a certificate Closing Date, of the Company, signed by its Chief Executive Officer President or any Vice President and the a principal financial or accounting officer of the Company, dated the Closing Date, and any settlement date, as applicableCompany in which such officers, to the effect best of their knowledge after reasonable investigation, shall state that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and correct, that the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date; (ii) the Closing Date, that no stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use part thereof has been issued and no proceedings for that purpose have been instituted oror are contemplated by the Commission and that, subsequent to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Statutory Prospectus General Disclosure Package and the Prospectus (exclusive of any supplement thereto)Prospectus, there has been no Material Adverse Effectmaterial adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole except as set forth in or contemplated in by the Statutory Prospectus General Disclosure Package and the Prospectus (exclusive of any supplement thereto). (f) The Company shall have requested and caused Mxxxxx to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicable, in form and substance satisfactory to the Representative. (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (h) Prior to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably requestProspectus. (i) FINRA shall not have raised any objection with respect to At the fairness or reasonableness of Closing Date, the underwriting or other arrangements of the transactions contemplated hereby. (j) The Offered Securities shall be duly listed subject to notice of issuance on the New York Stock Exchangerated at least Baa2 by Xxxxx’x Investors Service and BBB by Standard & Poor’s Ratings Services, satisfactory evidence of which shall have been provided to the Representative. (k) On the date hereof, and the Company shall have delivered to the Representative executed copies of Representatives evidence satisfactory to the Trust AgreementRepresentatives, confirming that the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services AgreementOffered Securities have such ratings. (lj) At least one Business Day The Representatives shall have received a letter, dated the Closing Date, of Ernst & Young LLP which meets the requirements of subsection (a) of this Section, except that the specified date referred to in such subsection will be a date not more than three days prior to the Closing Date or a settlement datefor the purposes of this subsection. The Company will furnish the Representatives with such conformed copies of such opinions, certificates, letters and documents as applicable, the Company shall have caused the required proceeds from the sale Representatives reasonably request. The Representatives may in their sole discretion waive on behalf of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectus. (m) No order preventing or suspending the sale of the Units in Underwriters compliance with any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by under this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, at 18/F, the Hong Kong Club Building, 3A Chater Road, Hong Kong, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicableAgreement.

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Firm Securities and the Optional Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose or under Section 8A of the Act shall have been instituted or threatened. (b) The Company shall have requested and caused White & Case LLPLedgewood, a professional corporation, counsel for the Company, to have furnished to the Representative its opinions and negative assurance statement dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (c) The Company shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLP, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (d) The Representative shall have received from Dxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, such opinion or opinions, and negative assurance letter dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, with respect to the issuance and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (ed) The Company shall have furnished to the Representative a certificate of the Company, signed by its Chief Executive Officer and the principal financial or accounting officer of the Company, dated the Closing Date, and any settlement date, as applicable, to the effect that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose or under Section 8A of the Act have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (e) [Reserved]. (f) The Company shall have requested and caused Mxxxxx Withum to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicable, in form and substance satisfactory to the Representative. (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (gf) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (h) Prior to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. (i) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (j) The Offered Securities shall be duly listed subject to notice of issuance on the New York Stock ExchangeNasdaq, satisfactory evidence of which shall have been provided to the Representative. (k) On the date hereofEffective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Warrant Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Support Services Agreement. (l) At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectus. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions opinions, negative assurance letters and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, at 18/FSkadden, the Hong Kong Club BuildingArps, 3A Chater RoadSlate, Hong KongXxxxxxx & Xxxx LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxx, Xxxxxxxxxx, 00000, Attention: Xxxxx Xxxx and Xxxxxxx Xxxxxxxx, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicable.

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Firm Securities and the Optional Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused White Xxxxxxxx & Case Xxxxx LLP, counsel for the Company, to have furnished to the Representative Representatives its opinions (including negative assurance), dated the Closing Date and any settlement date, as applicable, and addressed to the Representatives, in a form reasonably acceptable to the Representatives. (c) The Company shall have requested and caused Xxxxxx and Calder, Cayman Islands counsel for the Company, to have furnished to the Representatives its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the RepresentativeRepresentatives, in a form reasonably acceptable to the Representative. (c) The Company shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLP, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the RepresentativeRepresentatives. (d) The Representative Representatives shall have received from Dxxxx Ropes & Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, such opinion or opinionsopinions (including negative assurance), dated the Closing Date and any settlement date, as applicable, and addressed to the RepresentativeRepresentatives, with respect to the issuance and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to the Representative Representatives a certificate of the Company, signed by its Chief Executive Officer and the principal financial or accounting officer of the Company, dated the Closing Date, and any settlement date, as applicable, to the effect that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose or under Section 8A of the Securities Act have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (f) [Reserved]. (g) The Company shall have requested and caused Mxxxxx Withum to have furnished to the RepresentativeRepresentatives, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicable, in form and substance satisfactory to the RepresentativeRepresentatives. (gh) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the RepresentativeRepresentatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (hi) Prior to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative Representatives such further information, certificates and documents as the Representative Representatives may reasonably request. (ij) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (jk) The Offered Securities shall be duly listed subject to notice of issuance on the New York Stock Exchange, satisfactory evidence of which shall have been provided to the RepresentativeRepresentatives. (kl) On the date hereofEffective Date, the Company shall have delivered to the Representative Representatives executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Unit Subscription Agreement, the Insider Letter, the Registration Rights Agreement, the Administrative Services Agreement, the COAC Services Agreement and the Administrative CTS Services Agreement. (lm) At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company shall have caused the required applicable proceeds from the sale of the Private Placement Warrants Units to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectus. (mn) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative Representatives pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the RepresentativeRepresentatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Ropes & Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, at 18/FRopes & Xxxx LLP, the Hong Kong Club Building0000 Xxxxxx xx xxx Xxxxxxxx, 3A Chater RoadXxx Xxxx, Hong KongXxx Xxxx, 00000, Attention: Xxxx Xxxxx, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicable.

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Firm Securities and the Optional Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); 424(b); and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose or under Section 8A of the Act shall have been instituted or threatened. (b) The Company shall have requested and caused White & Case Gxxxxxx Procter LLP, counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (c) The Company shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLP, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (d) The Representative shall have received from Dxxxx Xxxx & Wxxxxxxx Kxxxxxxx and Exxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, with respect to the issuance and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (ed) The Company shall have furnished to the Representative a certificate of the Company, signed by its Chief Executive Officer and the principal financial or accounting officer of the Company, dated the Closing Date, and any settlement date, as applicable, to the effect that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date;date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose or under Section 8A of the Act have been instituted or, to the Company’s knowledge, threatened; threatened; and (iii) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (e) [Reserved]. (f) The Company shall have requested and caused Mxxxxx Withum to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicable, in form and substance satisfactory to the Representative. (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (h) Prior to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. (i) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (j) The Offered Securities shall be duly listed subject to notice of issuance on the New York Stock ExchangeNasdaq, satisfactory evidence of which shall have been provided to the Representative. (k) On the date hereofEffective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase AgreementSecurities Subscription Agreements, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement. (l) At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units SAILSM Securities issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit SAILSM Security as set forth on the cover of the Prospectus. (m) No order preventing or suspending the sale of the Units SAILSM Securities in any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxx & Wxxxxxxx Kxxxxxxx and Exxxx LLP, counsel for the Underwriters, at 18/F600 Xxxxxxxxx Xxxxxx, the Hong Kong Club BuildingXxx Xxxx, 3A Chater RoadXxx Xxxx, Hong Kong00000, Attention: Cxxxxxxxx X. Xxxxxx and Sxxx X. Xxxxxxx, P.C., unless otherwise indicated herein, on the Closing Date and any settlement date, as applicable.

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Firm Securities and the Optional Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose or under Section 8A of the Act shall have been instituted or threatened. (b) The Company shall have requested and caused White & Case LLPCase, counsel for the Company, to have furnished to the Representative its opinions and negative assurance letter, dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (c) The Company shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLP, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (d) The Representative shall have received from Dxxxx Xxxx & Wxxxxxxx Pxxx Xxxxxxxx LLP, counsel for the Underwriters, such opinion or opinionsopinions and negative assurance letter, dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, with respect in a form reasonably acceptable to the issuance and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative may reasonably requireRepresentative, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to the Representative a certificate of the Company, signed by its Chief Executive Officer and the principal financial or accounting officer of the Company, dated the Closing Date, and any settlement date, as applicable, to the effect that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: : (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; ; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose or under Section 8A of the Act have been instituted or, to the Company’s knowledge, threatened; and and (iii) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (f) The Company shall have requested and caused Mxxxxx to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicable, customary “comfort” letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicable, in form and substance satisfactory to the Representative. (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of whichwhich or (iii) the ability of the Company to perform its obligations under this Agreement, including the issuance and sale of the Offer Securities, or to consummate the transactions contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplemental thereto), in any case referred to in clause (i) or (ii) or (iii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (h) Prior to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. (i) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (j) The Offered Securities shall be duly listed subject to notice of issuance on the New York Stock ExchangeNasdaq, satisfactory evidence of which shall have been provided to the Representative. (k) On the date hereofEffective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement. (l) At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectus. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at to the office of Dxxxx Xxxx & Wxxxxxxx Pxxx Xxxxxxxx LLP, counsel for the Underwriters, at 18/F22nd Floor, the Hong Kong Club BuildingBank of China Tower, 3A Chater Road1 Xxxxxx Xxxx, Hong KongXxxxxxx, Xxxx Xxxx, Xxxxxxxxx: Pxx Xxxx, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicable.

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Offered Securities and the Optional Securities, as the case may be, shall will be subject to the accuracy of the representations and warranties on the part of the Company contained Republic and the Seller herein on and as of the Execution Time, date of the Terms Agreement and the Closing Date and any settlement date pursuant to Section 4 hereofDate, to the accuracy of the statements of the Company Republic, the Seller and their officers, as applicable, made in any certificates pursuant to the provisions hereof, to the performance by the Company Republic and the Seller of its obligations their obligations, as applicable, hereunder and to the following additional conditionsconditions precedent: (a) The ProspectusAll representations and warranties and other statements of the Republic and the Seller contained in the Terms Agreement (including the provisions of this Agreement) were at the applicable Time of Sale, are now, and any supplement theretoat all times from the date of the Terms Agreement to the Closing Date will be, true and correct in all material respects (except for those representations, warranties and statements which are by their terms subject to materiality, in which case such representations, warranties or statements shall be true and correct in accordance with their terms). (b) The Prospectus as amended or supplemented with respect to the Offered Securities shall have been filed in with the manner and Commission pursuant to Rule 424(b) within the applicable time period required prescribed for such filing by Rule 424(b)the rules and regulations under the Act and in accordance with Section 5(a) hereof; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use part thereof shall have been issued and no proceedings proceeding for that the purpose shall have been instituted initiated or threatened. (b) The Company threatened by the Commission; and all requests for additional information on the part of the Commission shall have requested and caused White & Case LLP, counsel for the Company, been complied with to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representativeyour reasonable satisfaction. (c) The Company On the Closing Date, your United States counsel shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLP, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (d) The Representative shall have received from Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, you such written opinion or opinions, dated the Closing Date and any settlement dateDate, as applicableyou may reasonably request, and addressed to the Representative, with respect to the issuance such counsel shall have received such papers and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters information as the Representative they may reasonably require, and the Company shall have furnished request to such counsel such documents as they request for the purpose of enabling enable them to pass upon such matters. In rendering their opinions, your United States counsel may rely as to all matters of Panamanian law upon the opinions referred to in paragraphs (d) and (e) of this Section 8. (ed) The Company On the Closing Date, your Panamanian counsel shall have furnished to the Representative a certificate of the Company, signed by its Chief Executive Officer and the principal financial you such written opinion or accounting officer of the Companyopinions, dated the Closing Date, as you may reasonably request, and any settlement datesuch counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In rendering such opinion, such counsel may rely as applicableto all matters of United States Federal and New York State law upon the opinion referred to in paragraph (c) of this Section 8. (e) On the Closing Date, the Panamanian counsel to the Republic and Seller shall have furnished to you his or her written opinion, dated the date of delivery thereof, in form and substance satisfactory to you, addressing the matters set forth in Annex I attached hereto. In rendering such opinion, such counsel may state that his or her opinion is limited to matters of Panamanian law and may rely as to all matters of United States Federal and New York law upon the opinion referred to in paragraph (f) of this Section 8. (f) On the Closing Date, United States counsel for the Republic and Seller shall have furnished to you their written opinion, dated the Closing Date, in form and substance satisfactory to you, addressing the matters set forth in Annex II attached hereto. In rendering such opinion, such counsel may state that their opinion is limited to the Federal laws of the United States and the laws of the State of New York and may rely as to all matters of Panamanian law upon the opinion referred to in paragraph (e) of this Section 8. (g) The Republic and Seller shall have furnished to you, on the Closing Date, a certificate in English, dated the Closing Date, of the Minister or Vice Minister of Economy and Finance, in which such official shall state that, to the effect that the signers best of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment his or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: her knowledge after reasonable investigation: (i) the representations and warranties of the Company Republic in this Agreement are true and correct on and as of such date in all material respects with the same effect as if though such representations and warranties had been made on at and as of the respective date of such date certificate (other than such representations and warranties which are made as of a specified date), (ii) the Company Republic has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the respective date of such date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued certificate and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and (iii) since no proceeding has been initiated, or to the date best of his or her knowledge threatened, to restrain or enjoin the sale or delivery of the most recent financial statements included Offered Securities or in any manner to question the Statutory Prospectus laws, proceedings, directives, resolutions, approvals, consents or orders under which the Offered Securities are being sold or to question the validity of the Offered Securities and the Prospectus (exclusive none of any supplement thereto)said laws, there proceedings, directives, resolutions, approvals, consents or orders has been no Material Adverse Effectrepealed, except as set forth revoked or rescinded in whole or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto)relevant part. (f) The Company shall have requested and caused Mxxxxx to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicable, in form and substance satisfactory to the Representative. (gh) Subsequent to the Execution Time or, if earlier, execution and delivery of the dates as of which information is given in Terms Agreement and on or prior to the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), Closing Date there shall not have occurred any of the following: (A) a suspension or material limitation in trading in securities generally on any of the New York Stock Exchange, the London Stock Exchange or the Luxembourg Stock Exchange; (B) trading of any securities of or guaranteed by the Republic shall have been formally suspended or limited on any international exchange; (iC) a general moratorium on commercial banking activities in New York, London or the Republic declared by either United States or New York State authorities or authorities of London or the Republic, respectively; (D) the outbreak or escalation of hostilities involving the United States or the Republic or the declaration by the United States or the Republic of a national emergency or war; (E) the filing of any change action or decrease specified in institution of any proceeding by any person or entity against the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any change, Republic or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) its property if the effect of whichany such event specified in clauses (A), in any case referred to in clause (iB), (C), (D) or (iiE) above, is, in the sole your judgment of the Representative, so material and adverse as to make makes it impractical impracticable or inadvisable to proceed with the offering offer, sale or delivery of the Offered Securities as on the terms and in the manner contemplated by the Registration Statement Prospectus (exclusive as amended or supplemented); or (F) the occurrence of any amendment thereof)material adverse change in the existing financial, political or economic conditions in the United States, the Statutory Prospectus Republic or elsewhere which in your sole judgment would materially and adversely affect the Prospectus (exclusive of any supplement thereto)international financial markets or the market for the Offered Securities. (hi) Prior The Minister or Vice Minister of Economy and Finance shall have furnished to you on the Closing Date, a certificate in English, dated the date of delivery, to the effect that as of its effective date, the Registration Statement and any settlement further amendment thereto made by the Republic did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading; that, as of its date, the Prospectus and any further amendment or supplement thereto made by the Republic did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; that all statistical information in the Registration Statement and the Prospectus and any further amendment or supplement thereto is presented on a basis consistent with public official documents of the Republic; and that, as applicableof the respective date of such certificate neither the Registration Statement nor the Prospectus or any further amendment or supplement thereto made by the Republic contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the Company light of the circumstances under which they were made, not misleading; provided, however, that the foregoing certification shall not apply to the statements in or omissions from the Registration Statement or the Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with information furnished to the Republic in writing by you expressly for use in the Registration Statement or the Prospectus or any amendment or supplement thereto. (j) The Republic and Seller shall have furnished to you on the Representative Closing Date such further information, certificates and documents as the Representative you may reasonably request. (i) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (j) The Offered Securities shall be duly listed subject to notice of issuance on the New York Stock Exchange, satisfactory evidence of which shall have been provided to the Representative. (k) On the date hereof, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement. (l) At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectus. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, at 18/F, the Hong Kong Club Building, 3A Chater Road, Hong Kong, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicable.

Conditions of the Obligations of the Underwriters. The several obligations of the Underwriters to purchase and pay for the Firm Offered Securities and as provided herein on the Optional Securities, as the case may be, shall be Closing Date are subject to the accuracy satisfaction or waiver, as determined by the Representative in its sole discretion, of the following conditions precedent on or prior to the Closing Date: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have occurred: (i) any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded Holdings or the Company or any of the securities of Holdings, the Company or any of their respective subsidiaries or in the rating outlook for Holdings or the Company by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) under the Exchange Act; and (ii) any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or results of operations of Holdings and its subsidiaries, taken as a whole, from that set forth in the General Disclosure Package as of the date of this Agreement that, in the judgment of the Representative, is material and adverse and that makes it, in the judgment of the Representative, impracticable or inadvisable to proceed with the offer, sale or delivery of the Offered Securities on the terms and in the manner contemplated in the General Disclosure Package or the Final Prospectus. (b) The representations and warranties on the part of the Company and the Guarantors contained herein in this Agreement shall be true and correct on and as of the Execution Time, Applicable Time and on and as of the Closing Date as if made on and any settlement date pursuant to Section 4 hereof, to as of the accuracy of Closing Date; the statements of the Company and the Guarantors’ officers made in any certificates pursuant to any certificate delivered in accordance with the provisions hereofhereof shall be true and correct on and as of the date made and on and as of the Closing Date; the Company and the Guarantors shall have performed all covenants and agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to the Closing Date. (c) The Underwriters shall have received on the Closing Date certificates, dated the Closing Date, signed by the President or any Vice President and a principal financial or accounting officer of each of the Company and the Guarantors to the effect set forth in Sections 7(a)(i) and 7(a)(ii), and further to the effect that, to the performance by best of their knowledge and belief, the representations and warranties of the Company and the Guarantors contained in this Agreement were true and correct as of its obligations the Applicable Time and true and correct as of the Closing Date; that the Company and the Guarantors have complied with all of the agreements and satisfied all of the conditions on their part to be performed or satisfied hereunder and to on or before the following additional conditions: (a) The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b)Closing Date; and that no stop order suspending the effectiveness of the Registration Statement or of any notice objecting part thereof shall have been issued and no proceedings for that purpose have been instituted or, to its use their knowledge, are contemplated by the Commission. (d) The Final Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. No stop order suspending the effectiveness of the Registration Statement or of any part thereof shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or threatenedany Underwriter, shall be contemplated by the Commission. (be) The Company Underwriters shall have requested and caused White received from (i) Xxxxxxxx & Case Xxxxxxxx LLP, counsel for the CompanyCompany and the Guarantors, to have furnished to the Representative its opinions their opinion, dated the Closing Date and any settlement dateDate, as applicableto the effect set forth in Annex I hereto, and addressed their negative assurance letter, dated the Closing Date, to the Representativeeffect set forth in Annex II hereto, in a form reasonably acceptable and (ii) Xxxxx Xxxxxxx, General Counsel to Holdings, his opinion, dated the Closing Date, to the Representativeeffect set forth in Annex III hereto. Such opinions and letter shall be rendered to the Underwriters at the request of the Company and shall so state therein. (cf) The Company shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLP, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (d) The Representative Underwriters shall have received from Dxxxx Xxxx Cravath, Swaine & Wxxxxxxx Xxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the RepresentativeDate, with respect to the issuance and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related such matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (eg) The Company On the date hereof, the Underwriters shall have furnished received from Ernst & Young LLP, the independent registered public accounting firm for Holdings, a “comfort letter” dated the date hereof addressed to the Representative a certificate of the Company, signed by its Chief Executive Officer and the principal financial or accounting officer of the Company, dated the Closing Date, and any settlement date, as applicable, to the effect that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (f) The Company shall have requested and caused Mxxxxx to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicableUnderwriters, in form and substance satisfactory to the Representative, covering certain financial information in the General Disclosure Package and other customary matters. In addition, on the Closing Date, the Underwriters shall have received from such accountant a “bring-down comfort letter” dated the Closing Date addressed to the Underwriters, in form and substance satisfactory to the Representative, in the form of the “comfort letter” delivered on the date hereof, except that (i) it shall cover the financial information in the Final Prospectus and any amendment or supplement thereto and (ii) procedures shall be brought down to a date no more than three (3) days prior to the Closing Date. (gh) Subsequent The Company, the Guarantors and the Trustee shall have executed and delivered the Indenture, in form and substance reasonably satisfactory to the Execution Time orUnderwriters, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there Underwriters shall not have been received an executed copy thereof. (i) any change On or decrease specified in before the letter or Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents, letters referred and opinions as they may reasonably require for the purposes of enabling them to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting pass upon the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus issuance and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery sale of the Offered Securities as contemplated by herein, or in order to evidence the Registration Statement (exclusive accuracy of any amendment thereofof the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained. (j) On or before the Closing Date, the Underwriters and counsel for the Underwriters shall have received evidence that irrevocable notices of redemption shall have been given with respect to the Company’s outstanding 8.250% Senior Notes due 2021, issued under the indenture dated January 19, 2011 (as amended and supplemented) among the Company (as successor-in-interest to RSC Equipment Rental, Inc., RSC Holdings III, LLC and UR Merger Sub Corporation), the Statutory Prospectus subsidiary guarantors party thereto and Xxxxx Fargo Bank, National Association, as trustee, and a portion of the Prospectus Company’s outstanding 7.375% Senior Notes due 2020, issued under the indenture dated March 9, 2012 (exclusive of as amended and supplemented) among the Company (as successor-in-interest to UR Financing Escrow Corporation and UR Merger Sub Corporation), Holdings, the subsidiary guarantors party thereto and Xxxxx Fargo Bank, National Association, as trustee. If any supplement thereto). (h) Prior condition specified in this Section 7 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representative by notice to the Company at any time on or prior to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. (i) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (j) The Offered Securities which termination shall be duly listed subject to notice of issuance without liability on the New York Stock Exchangepart of any party to any party, satisfactory evidence of which shall have been provided to the Representative. (k) On the date hereofexcept that Sections 5(h), the Company shall have delivered to the Representative executed copies of the Trust Agreement8, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement 9 and the Administrative Services Agreement. (l) At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectus. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii) 12 hereof shall have been issued as of the Closing Date, at all times be effective and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of survive such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, at 18/F, the Hong Kong Club Building, 3A Chater Road, Hong Kong, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicabletermination.

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Firm Securities and the Optional Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder hereunder, including, if applicable, the last sentence of Section 4(c) hereof, and to the following additional conditions: (a) The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused White Xxxxx Xxxx & Case Xxxxxxxx LLP, counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (c) The Company shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLPXxxxxx & Calder, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (d) The Representative shall have received from Dxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, with respect to the issuance and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to the Representative a certificate of the Company, signed by its Chief Executive Officer and the principal financial or accounting officer of the Company, dated the Closing Date, and any settlement date, as applicable, to the effect that the signers of such certificate have carefully examined the Registration Statement and Statement, each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (f) The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying (i) that the Amended and Restated Memorandum and Articles of Association of the Company are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate. (g) The Company shall have requested and caused Mxxxxx Xxxxxx to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicableDate, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicableDate, in form and substance satisfactory to the Representative. (gh) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (hi) Prior to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. (ij) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (jk) The Offered Securities shall be duly listed subject to notice of issuance on the New York Stock ExchangeNasdaq Capital Market, satisfactory evidence of which shall have been provided to the Representative. (kl) On the date hereofEffective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, Letter and the Registration Rights Agreement and the Administrative Services Agreement. (lm) At least one Business Day prior to the Closing Date or a the settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, date shall equal the product of the number of Units issued sold in the Offering public offering as of such Closing Date or such settlement date, as applicable, date and the public offering price per Unit as set forth on the cover of the Prospectus. (mn) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii6(hh) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 and, if applicable, the last sentence of Section 4(c), shall be delivered electronically, or if by mail, at the office of Dxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, at 18/F000 Xxxxx Xxxxx Xxxxxx, the Hong Kong Club BuildingXxxxx 0000, 3A Chater RoadXxx Xxxxxxx, Hong KongXxxxxxxxxx, 00000, Attention: Xxxxx X. Xxxx and Xxxxxxxx Xx, unless otherwise indicated herein, on the Closing Date and any or the applicable settlement date, as applicable.

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Firm Securities and the Optional Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused White Ellenoff Xxxxxxxx & Case Schole LLP, counsel for the Company, to have furnished to the Representative Representatives its opinion or opinions and negative assurance letter, each dated the Closing Date and any settlement date, as applicable, and addressed to the Representatives, in a form reasonably acceptable to the Representatives. (c) The Company shall have requested and caused Xxxxxx and Calder, Cayman Islands counsel for the Company, to have furnished to the Representatives its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the RepresentativeRepresentatives, in a form reasonably acceptable to the RepresentativeRepresentatives. (cd) The Company Representatives shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) received from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Cayman Islands counsel for the CompanyUnderwriters, to have furnished to the Representative its such opinion or opinions and negative assurance letter, each dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (d) The Representative shall have received from Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the RepresentativeRepresentatives, with respect to the issuance and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to the Representative Representatives a certificate of the Company, signed by one of its Co-Chief Executive Officer Officers and the principal financial or accounting officer of the Company, dated the Closing Date, and any settlement date, as applicable, to the effect that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose or under Section 8A of the Act have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (f) [Reserved]. (g) The Company shall have requested and caused Mxxxxx Xxxxxx to have furnished to the RepresentativeRepresentatives, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicable, in form and substance satisfactory to the RepresentativeRepresentatives. (gh) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the RepresentativeRepresentatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (hi) Prior to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative Representatives such further information, certificates and documents as the Representative Representatives may reasonably request. (ij) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (jk) The Offered Securities shall be duly listed subject to notice of issuance on the New York Nasdaq Stock ExchangeMarket, satisfactory evidence of which shall have been provided to the RepresentativeRepresentatives. (kl) On the date hereofEffective Date, the Company shall have delivered to the Representative Representatives executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement. (lm) At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectus. (mn) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative Representatives pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the RepresentativeRepresentatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, at 18/FXxx Xxxxxxxxx Xxxx, the Hong Kong Club BuildingXxx Xxxx, 3A Chater RoadXxx Xxxx, Hong Kong00000, Attention: Xxxxx X. Xxxxxxxxxxx, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicable.

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities and Underwritten Shares on the Optional SecuritiesClosing Date or the Option Shares on the Additional Closing Date, as the case may be, shall will be subject to the accuracy of the representations and warranties on the part of the Company contained herein Company, in the case of representations and warranties which are qualified as to materiality, and to the accuracy in all material respects of the Execution Timerepresentations and warranties on the part of the Company, in the Closing Date case of representations and any settlement date pursuant to Section 4 hereofwarranties that are not so qualified, to the accuracy in all material respects of the statements of each of the officers of the Company made in any certificates pursuant to the provisions hereof, to the performance in all material respects by the Company of its obligations hereunder and to the following additional conditionsconditions precedent: (a) The Representatives shall have received a letter or letters from PricewaterhouseCoopers LLP at the date hereof in form and substance reasonably satisfactory to the Representatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and any supplement theretoa letter or letters from PricewaterhouseCoopers LLP to be delivered at the Closing Date or the Additional Closing Date, have been filed as the case may be, reaffirming the statements made in each such letter or letters, except that the manner inquiries and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use procedures specified therein shall have been issued and no proceedings for that purpose shall have been instituted carried out to a specified date not more than three business days prior to such Closing Date or threatenedsuch Additional Closing Date, as the case may be. (b) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto on or after the date of this Agreement) any change, or any development or event involving a prospective change, in the financial condition, business, properties, management, prospects or results of operations of the Company and its subsidiaries taken as one enterprise, which, in the reasonable judgment of the Representatives is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Shares; (ii) any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined under Section 3(a)(62) under the Exchange Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company has been placed on negative outlook; (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of the Representatives, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Shares, whether in the primary market or in respect of dealings in the secondary market; (iv) any material suspension or material limitation of trading in securities generally on The New York Stock Exchange or the Nasdaq Stock Market, or any setting of minimum prices for trading on such exchanges, or any suspension of trading of any securities issued or guaranteed by the Company on any exchange or in the over-the-counter market; (v) any banking moratorium declared by U.S. Federal or New York authorities; (vi) any major disruption of settlements of securities or clearance services in the United States; or (vii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any change in financial markets or any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of the Representatives the effect of any such attack, outbreak, escalation, act, change, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the Shares on the Closing Date or the Additional Closing Date, as the case may be. (c) No event or condition of a type described in Section 2(r) hereof shall have requested occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and caused White the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus. (d) The Representatives shall have received an opinion and a negative assurance letter, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, of Skadden, Arps, Slate, Xxxxxxx & Case Xxxx LLP, counsel for the Company, to substantially in the forms of Exhibit A-1 and Exhibit A-2 attached hereto. (e) The Representatives shall have furnished to the Representative its opinions received an opinion including a 10b-5 statement, dated the Closing Date and any settlement dateor the Additional Closing Date, as applicablethe case may be, and addressed to the RepresentativeUnderwriters, of Xxxxxxx X. Xxxxxx, Executive Vice President, General Counsel and Corporate Secretary of the Company, substantially in a the form reasonably acceptable to the Representativeof Exhibit B attached hereto. (cf) The Company shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLP, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (d) The Representative Representatives shall have received from Dxxxx Xxxx Xxxxxxx Xxxxxxx & Wxxxxxxx Xxxxxxxx LLP, counsel for the Underwriters, such an opinion or opinionsopinions and 10b-5 statement, dated the Closing Date and any settlement dateor the Additional Closing Date, as applicable, and addressed to the Representativecase may be, with respect to the issuance and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related such matters as the Representative Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (eg) The Company shall have furnished deliver to the Representative Representatives, among other documents and certificates as the Representatives shall reasonably request including certificates of good standing from the jurisdiction of incorporation or organization of the Company and its Significant Subsidiaries and certificates of good standing and/or qualifications to do business as a foreign corporation in such jurisdictions as the Representatives reasonably request, to the extent such qualifications can be reasonably obtained, Secretary’s Certificates, dated the Closing Date or the Additional Closing Date, as the case may be, reasonably satisfactory to the Representatives which shall include the following documents with respect to the Company and Realogy Corporation: (i) certificates of incorporation or organization, (ii) by-laws or comparable organizational documents, and (iii) resolutions and minutes of the meetings of the Board of Directors of each entity and of the committees thereto, or comparable documents, in each case, relating to the Transaction Documents. (h) The Representatives shall have received a certificate or certificates, dated the Closing Date or the Additional Closing Date, as the case may be, of the Company, signed by its Chief Executive Officer and the principal financial or accounting an executive officer of the Company, dated with specific knowledge about the Closing DateCompany’s financial matters, and any settlement datesatisfactory to the Representatives, as applicablein which such officer, to the effect best of such officer’s knowledge after reasonable investigation, shall state that the signers of such certificate have carefully examined representations set forth in Sections 2(b) and 2(d) hereof are true and correct, that the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the respective other representations and warranties of the Company in this Agreement are true and correct, in the case of representations and warranties which are qualified as to materiality, and true and correct on in all material respects, in the case of representations and as of such date with the same effect as if made on such date and warranties that are not so qualified, that the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date; (ii) no stop order suspending the effectiveness of Closing Date or the Registration Statement or any notice objecting Additional Closing Date, as the case may be, and that, subsequent to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Statutory Prospectus Registration Statement, the Pricing Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto), thereto on or after the date of this Agreement) there has been no Material Adverse Effectchange, nor any development or event involving a prospective change, that would constitute a material adverse change in the financial condition, business, properties or results of operations of the Company and its subsidiaries, taken as a whole except as set forth in or contemplated in the Statutory Prospectus Registration Statement, the Pricing Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto). (f) The Company shall have requested and caused Mxxxxx to have furnished to thereto on or after the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicable, in form and substance satisfactory to the Representative. (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (g) date of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereofAgreement), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (h) Prior to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. (i) FINRA The Underwriters shall not have raised any objection received certificates, dated the Closing Date or the Additional Closing Date, as the case may be, signed by two officers of the Company who are responsible for financial and accounting matters, substantially in the form of Exhibit C hereto, with respect to certain financial information contained in the fairness or reasonableness of Registration Statement, the underwriting or other arrangements of Pricing Disclosure Package and the transactions contemplated herebyProspectus. (j) The Offered Securities No order suspending the effectiveness of the Registration Statement shall be duly listed subject in effect, and no proceeding for such purpose pursuant to notice Section 8A under the Securities Act shall be pending before or threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of issuance an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with Section (a) hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives. (k) The Shares to be delivered on the Closing Date or Additional Closing Date, as the case may be, shall have been approved for listing on The New York Stock Exchange, satisfactory evidence subject to official notice of which shall have been provided to the Representative. (k) On the date hereof, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreementissuance. (l) At least one Business Day The “lock-up” agreements, each substantially in the form of Exhibit D-1 hereto, between you and certain securityholders, officers and directors of the Company listed in Exhibit D-2 hereto relating to sales and certain other dispositions of shares of Stock or certain other securities, delivered to you on or before the date hereof, shall be full force and effect on the Closing Date or Additional Closing Date, as the case may be. On or prior to the Closing Date or a settlement datethe Additional Closing Date, as applicablethe case may be, the Company shall have caused will furnish the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account Representatives with such that the cumulative amount deposited into the Trust Account as conformed copies of such Closing Date or such settlement dateopinions, certificates, letters and documents as applicable, shall equal the product of the number of Units issued Representatives reasonably request. The Representatives may in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectus. (m) No order preventing or suspending the sale of the Units in their sole discretion waive compliance with any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, at 18/F, the Hong Kong Club Building, 3A Chater Road, Hong Kong, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicablehereunder.

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Firm Securities and the Optional Securities, as the case may be, shall Notes will be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereofmade herein, to the accuracy of the statements of the Company officers made in any certificates pursuant to the provisions hereofhereto, to the performance by the Company Depositor and the Bank of its their obligations hereunder hereunder, and to the following additional conditionsconditions precedent: (a) The Prospectus, Prospectus and any supplement thereto, supplements thereto shall have been filed (if required) with the Commission in accordance with the manner and within Securities Act; and, before the time period required by Rule 424(b); and Closing Date, no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Depositor or threatenedthe Underwriters, shall be contemplated by the Commission or by any authority administering any state securities or blue sky law. (b) The Company On or before the Closing Date, you shall have requested received letters, dated as of the date hereof and caused White & Case LLP, counsel for the Company, to have furnished to the Representative its opinions dated as of the Closing Date Date, respectively, from a third party that is a nationally recognized, independent certified public accounting firm, substantially in the form of the drafts to which you have agreed previously and any settlement date, as applicable, otherwise substantially in form and addressed substance reasonably satisfactory to the Representative, in a form reasonably acceptable to the Representativeyou and your counsel. (c) The Company After the date hereof, there shall not have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLPoccurred any change, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and or any settlement date, as applicable, and addressed to the Representativedevelopment involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Issuer, the Depositor or the Bank and their respective subsidiaries, taken as a form reasonably acceptable whole, that, in your judgment, is material and adverse and that makes it impracticable to market the RepresentativeNotes on the terms and in the manner contemplated in the Prospectus. (d) The Representative You shall have received from Dxxxx Xxxx & Wxxxxxxx LLPan opinion of H. Xxxxxx Xxxx, counsel for to the Underwriters, such opinion or opinionsDepositor and the Bank addressed to you and the Indenture Trustee, dated the Closing Date and any settlement datesatisfactory in form and substance to you and your counsel. (i) Xxxxx Xxxxx LLP, as applicablespecial counsel to the Depositor, the Bank, Fifth Third Holdings, LLC (“FTH LLC”) and addressed the Issuer, shall have delivered an opinion or opinions, subject to customary qualifications, assumptions, limitations and exceptions, dated the Closing Date, in form and substance reasonably satisfactory to the Representative, with respect to (A) general corporate matters relating to the issuance Bank, the Depositor, the Issuer and sale FTH LLC, the validity of the Offered SecuritiesNotes, the tax status of the Issuer and the tax treatment of the Notes, the security interest of the Issuer and the Indenture Trustee, respectively, in the Receivables, the Registration Statement, the Statutory Prospectus Supplement and the Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative may reasonably require, effectiveness of such Registration Statement and the Company information contained in each of the Registration Statement, the Prospectus Supplement and the Prospectus and (B) certain matters relating to the treatment of the transfer of Receivables by the Bank and FTH LLC, as applicable; and (ii) Xxxxx Xxxxx LLP, special counsel to the Depositor and the Bank, shall have furnished delivered a negative assurance letter in form and substance satisfactory to such counsel such documents as they request for the purpose of enabling them to pass upon such mattersRepresentative. (ef) The Company You shall have furnished received an opinion addressed to you, the Depositor and the Servicer of Xxxxxx & Xxxxxx LLP, counsel to the Representative a certificate of the Company, signed by its Chief Executive Officer and the principal financial or accounting officer of the CompanyIndenture Trustee, dated the Closing DateDate and satisfactory in form and substance to you and your counsel. (g) You shall have received an opinion addressed to you, the Depositor and any settlement datethe Servicer of Xxxxxxxx, as applicableXxxxxx & Finger, P.A., counsel to the effect that Owner Trustee and special Delaware counsel to the signers of such certificate have carefully examined the Registration Statement and each Preliminary ProspectusDepositor, the Prospectus Issuer and any amendment or supplement theretoFTH LLC, dated the Closing Date and each “road show” as defined satisfactory in Rule 433(h) form and substance to you and your counsel, including with respect to certain matters under Delaware law with respect to the Depositor and the authority of the Act used Depositor to file a voluntary bankruptcy petition. (h) You shall have received certificates dated the Closing Date of authorized officers of the Depositor, the Bank and FTH LLC in connection with the Offering, and this Agreement and which such officers shall state that: : (i) the representations and warranties of made by such entity contained in the Company in Transaction Documents and this Agreement are true and correct on and as of correct, that such date with the same effect as if made on such date and the Company party has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at under such agreements on or prior to such date; (ii) before the Closing Date, and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission or, to the Company’s knowledgeknowledge of such officers, threatened; and any authority administering state securities or blue sky laws and (iiiii) since June 30, 2014 there has not occurred any material adverse change in or affecting the condition, financial or otherwise, or in the earnings, business or operations of the Issuer, the Depositor or the Servicer except as disclosed to you in writing prior to the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (f) The Company shall have requested and caused Mxxxxx to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicable, in form and substance satisfactory to the Representative. (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (h) Prior to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably requestPreliminary Prospectus. (i) FINRA You shall not have raised any objection with respect received evidence satisfactory to you that, on or before the Closing Date, UCC-1 financing statements have been or will be submitted for filing in all applicable governmental offices reflecting (i) the transfer of the interest of the Bank in the Receivables to FTH LLC pursuant to the fairness or reasonableness Receivables Sale Agreement, (ii) the transfer of the underwriting or other arrangements interest of FTH LLC in the Receivables to the Depositor pursuant to the Purchase Agreement, (iii) the transfer of the transactions contemplated herebyinterest of the Depositor in the Receivables to the Issuer pursuant to the Sale Agreement, and (iv) the Grant by the Issuer to the Indenture Trustee under the Indenture of a security interest in the interest of the Issuer in the Receivables. (j) The Offered Securities Representative shall be duly listed subject to notice of issuance on the New York Stock Exchange, satisfactory have received evidence of which shall have been provided ratings letters that assign the ratings to the RepresentativeNotes specified in the Ratings Free Writing Prospectus. (k) On the date hereof, the Company You shall have delivered received, from each of the Bank, FTH LLC and the Depositor, a certificate executed by a secretary or assistant secretary thereof to the Representative executed which shall be attached certified copies of the Trust Agreementthe: (i) organizational documents, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement (ii) certificates of good standing and the Administrative Services Agreement(iii) applicable resolutions of each such entity. (l) At least one Business Day prior You shall have received a negative assurance letter from Xxxxxx Xxxxxx Xxxxxxxx LLP with respect to the Closing Date or a settlement date, as applicablePreliminary Prospectus, the Company shall have caused Ratings Free Writing Prospectus and the required proceeds from the sale of the Private Placement Warrants Prospectus. The Depositor will provide or cause to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as provided to you conformed copies of such Closing Date opinions, certificates, letters and documents as you or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectusyour counsel reasonably request. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, at 18/F, the Hong Kong Club Building, 3A Chater Road, Hong Kong, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicable.

Conditions of the Obligations of the Underwriters. The several obligations of the Underwriters to purchase and pay for the Firm Offered Securities and as provided herein on the Optional Securities, as the case may be, shall be Closing Date are subject to the accuracy satisfaction or waiver, as determined by the Representative in its sole discretion, of the following conditions precedent on or prior to the Closing Date: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have occurred: (i) any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded Holdings or the Company or any of the securities of Holdings, the Company or any of their respective subsidiaries or in the rating outlook for Holdings or the Company by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) under the Exchange Act; and (ii) any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or results of operations of Holdings and its subsidiaries, taken as a whole, from that set forth in the General Disclosure Package as of the date of this Agreement that, in the judgment of the Representative, is material and adverse and that makes it, in the judgment of the Representative, impracticable or inadvisable to proceed with the offer, sale or delivery of the Offered Securities on the terms and in the manner contemplated in the General Disclosure Package or the Final Prospectus. (b) The representations and warranties on the part of the Company and the Guarantors contained herein in this Agreement shall be true and correct on and as of the Execution Time, Applicable Time and on and as of the Closing Date as if made on and any settlement date pursuant to Section 4 hereof, to as of the accuracy of Closing Date; the statements of the Company and the Guarantors’ officers made in any certificates pursuant to any certificate delivered in accordance with the provisions hereofhereof shall be true and correct on and as of the date made and on and as of the Closing Date; the Company and the Guarantors shall have performed all covenants and agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to the Closing Date. (c) The Underwriters shall have received on the Closing Date certificates, dated the Closing Date, signed by the President or any Vice President and a principal financial or accounting officer of each of the Company and the Guarantors to the effect set forth in Sections 7(a)(i) and 7(a)(ii), and further to the effect that, to the performance by best of their knowledge and belief, the representations and warranties of the Company and the Guarantors contained in this Agreement were true and correct as of its obligations the Applicable Time and true and correct as of the Closing Date; that the Company and the Guarantors have complied with all of the agreements and satisfied all of the conditions on their part to be performed or satisfied hereunder and to on or before the following additional conditions: (a) The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b)Closing Date; and that no stop order suspending the effectiveness of the Registration Statement or of any notice objecting part thereof shall have been issued and no proceedings for that purpose have been instituted or, to its use their knowledge, are contemplated by the Commission. (d) The Final Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. No stop order suspending the effectiveness of the Registration Statement or of any part thereof shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or threatenedany Underwriter, shall be contemplated by the Commission. (be) The Company Underwriters shall have requested and caused White received from (i) Xxxxxxxx & Case Xxxxxxxx LLP, counsel for the CompanyCompany and the Guarantors, to have furnished to the Representative its opinions their opinion, dated the Closing Date and any settlement dateDate, as applicableto the effect set forth in Annex I hereto, and addressed their negative assurance letter, dated the Closing Date, to the Representativeeffect set forth in Annex II hereto, in a form reasonably acceptable and (ii) Xxxxxxxx Xxxxxxxxx, General Counsel to Holdings, his opinion, dated the Closing Date, to the Representativeeffect set forth in Annex III hereto. Such opinions and letter shall be rendered to the Underwriters at the request of the Company and shall so state therein. (cf) The Company shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLP, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (d) The Representative Underwriters shall have received from Dxxxx Xxxx Cravath, Swaine & Wxxxxxxx Xxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the RepresentativeDate, with respect to the issuance and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related such matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (eg) The Company On the date hereof, the Underwriters shall have furnished received from Ernst & Young LLP, the independent registered public accounting firm for Holdings, a “comfort letter” dated the date hereof addressed to the Representative a certificate of the Company, signed by its Chief Executive Officer and the principal financial or accounting officer of the Company, dated the Closing Date, and any settlement date, as applicable, to the effect that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (f) The Company shall have requested and caused Mxxxxx to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicableUnderwriters, in form and substance satisfactory to the Representative, covering certain financial information in the General Disclosure Package and other customary matters. In addition, on the Closing Date, the Underwriters shall have received from such accountant a “bring-down comfort letter” dated the Closing Date addressed to the Underwriters, in form and substance satisfactory to the Representative, in the form of the “comfort letter” delivered on the date hereof, except that (i) it shall cover the financial information in the Final Prospectus and any amendment or supplement thereto and (ii) procedures shall be brought down to a date no more than three (3) days prior to the Closing Date. (gh) Subsequent The Company, the Guarantors and the Trustee shall have executed and delivered the Indenture, in form and substance reasonably satisfactory to the Execution Time orUnderwriters, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there Underwriters shall not have been received an executed copy thereof. (i) any change On or decrease specified in before the letter or Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents, letters referred and opinions as they may reasonably require for the purposes of enabling them to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting pass upon the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus issuance and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery sale of the Offered Securities as contemplated by herein, or in order to evidence the Registration Statement (exclusive accuracy of any amendment thereof)of the representations and warranties, or the Statutory Prospectus and the Prospectus (exclusive satisfaction of any supplement thereto)of the conditions or agreements, herein contained. (hj) Prior On or before the Closing Date, the Underwriters and counsel for the Underwriters shall have received evidence that an irrevocable notice of redemption shall have been given with respect to the Company’s outstanding 9.25 Senior Notes due 2019, issued under the indenture dated November 17, 2009 among the Company, Holdings, the subsidiary guarantors party thereto and The Bank of New York Mellon, as trustee. If any condition specified in this Section 7 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representative by notice to the Company at any time on or prior to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. (i) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (j) The Offered Securities which termination shall be duly listed subject to notice of issuance without liability on the New York Stock Exchangepart of any party to any party, satisfactory evidence of which shall have been provided to the Representative. (k) On the date hereofexcept that Sections 5(h), the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement 8 and the Administrative Services Agreement. (l) At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectus. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii) 11 hereof shall have been issued as of the Closing Date, at all times be effective and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of survive such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, at 18/F, the Hong Kong Club Building, 3A Chater Road, Hong Kong, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicabletermination.

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Firm Securities Units and the Optional SecuritiesUnits, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); 424(b); and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose or under Section 8A of the Act shall have been instituted or threatened. (b) The Company shall have requested and caused White Kxxxxxxx & Case Exxxx LLP, counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (c) The Company shall have requested and caused Mxxxxx and Cxxxxx Calder (Hong KongCayman) LLP, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (d) The Representative shall have received from Dxxxx Xxxx Ropes & Wxxxxxxx Gxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, with respect to the issuance and sale of the Offered SecuritiesUnits, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to the Representative a certificate of the Company, signed by its Chief Executive Officer and the principal financial or accounting officer of the Company, dated the Closing Date, and any settlement date, as applicable, to the effect that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date;date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose or under Section 8A of the Act have been instituted or, to the Company’s knowledge, threatened; threatened; and (iii) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (f) [Reserved]. (g) The Company shall have requested and caused Mxxxxx Withum to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicable, in form and substance satisfactory to the Representative. (gh) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities Units as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (hi) Prior to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. (ij) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (jk) The Offered Securities Units shall be duly listed subject to notice of issuance on the New York Stock ExchangeNasdaq, satisfactory evidence of which shall have been provided to the Representative. (kl) On the date hereofEffective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase AgreementSecurities Subscription Agreements, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement. (lm) At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectus. (mn) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxx Ropes & Wxxxxxxx Gxxx LLP, counsel for the Underwriters, at 18/F1000 Xxxxxx xx xxx Xxxxxxxx, the Hong Kong Club BuildingXxx Xxxx, 3A Chater RoadXX 00000, Hong KongAttention: Pxxx Xxxxx and Jxxx Xxxxxxxxx, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicable.

Conditions of the Obligations of the Underwriters. The In addition to the execution and delivery of the Price Determination Agreement, the obligations of the Underwriters to purchase the Firm Securities and the Optional Securities, as the case may be, shall be hereunder are subject to the accuracy accuracy, as of the date hereof and the Closing Date (as if made at such Closing Date), of the representations and warranties on the part of the Company Crown Entities contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereofherein, to the performance by the Company Partnership and the General Partners of its their respective obligations hereunder and to the following additional conditions: (a) The Prospectus, and any supplement thereto, Prospectus shall have been filed with the Commission in a timely fashion in accordance with Section 4(a) hereof, the manner Registration Statement and within all post-effective amendments to the time period Registration Statement shall have become effective, all filings required by Rule 424(b)424 and Rule 430A of the Rules and Regulations shall have been made and no such filings shall have been made without the consent of the Underwriters; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use amendment or supplement thereto or suspending the qualification of the Units for offering or sale in any jurisdiction shall have been issued and issued; no proceedings for that purpose the issuance of any such order shall have been instituted initiated or, to the Partnership's knowledge, threatened; and any request of the Commission for additional information (to be included in the Registration Statement or threatenedthe Prospectus or otherwise) shall have been disclosed to you and complied with to your reasonable satisfaction. (b) The Company Underwriters shall not have requested been advised by the Partnership or the General Partners or shall not have discovered and caused White & Case LLP, counsel for the Company, to have furnished disclosed to the Representative its opinions dated Partnership that the Closing Date and Registration Statement or the Prospectus or any settlement dateamendment or supplement thereto contains an untrue statement of fact which in your opinion, as applicable, and addressed or in the opinion of counsel to the RepresentativeUnderwriters, is material, or omits to state a fact which, in a form reasonably acceptable your opinion, or in the opinion of counsel to the RepresentativeUnderwriters, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (c) The Company shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLP, Cayman Islands counsel for the Company, On or prior to have furnished to the Representative its opinions dated each of the Closing Date and any settlement datethe Option Closing Date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (d) The Representative you shall have received from Dxxxx Xxxx Xxxxx & Wxxxxxxx LLPXxxxx, L.L.P., counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, opinions with respect to the issuance and sale validity of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) Units and other related matters as the Representative you may reasonably require, request and the Company such counsel shall have furnished to such counsel received such documents and information as they reasonably request for the purpose of enabling to enable them to pass upon such matters. (ed) The Company shall have furnished to the Representative a certificate On each of the Company, signed by its Chief Executive Officer Closing Date and the principal financial or accounting officer of the Company, dated the Option Closing Date, there shall have been furnished to you the opinion (addressed to the Underwriters) of Xxxxxxx & Xxxxx L.L.P., special counsel for the Partnership and any settlement datethe General Partners, as applicabledated such Closing Date, in form and substance satisfactory to the Underwriters, with respect to the matters set forth in Exhibit B to this Agreement. (e) On each of the Closing Date and the Option Closing Date, there shall have been furnished to you the opinion (addressed to the Underwriters) of Ball Xxxxx LLP, counsel to the Partnership and the General Partners, dated such Closing Date, in form and substance satisfactory to the Underwriters, with respect to the matters set forth in Exhibit C hereto. (f) On each of the Closing Date and the Option Closing Date, there shall have been furnished to you a certificate, dated such Closing Date and addressed to you, signed on behalf of the Partnership by the President or the Secretary and General Counsel and the Chief Financial Officer or Treasurer of HS Corp., the general partner of the Managing General Partner, to the effect that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company Partnership contained in this Agreement are true and correct on correct, as if made at and as of such date with the same effect as if made on such date Closing Date, and the Company Partnership has complied with all the agreements and satisfied all the conditions on its part to be performed complied with or satisfied at or prior to such date; Closing Date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and issued, and, to the best of their knowledge, no proceedings proceeding for that purpose have has been instituted or, to the Company’s knowledge, initiated or threatened; and (iii) the signers of said certificate have carefully examined the Registration Statement and the Prospectus, and any amendments or supplements thereto, and such documents contain all statements and information required to be included therein, and do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (iv) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), Effective Date there has been occurred no Material Adverse Effect, except as event required to be set forth in an amendment or contemplated in supplement to the Statutory Prospectus and Registration Statement or the Prospectus which has not been so set forth; and (exclusive v) no event contemplated by subsection (h) of any supplement thereto)this Section 5 in respect of the Crown Entities shall have occurred. (fg) The Company shall have requested and caused Mxxxxx to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as of the Execution Time and as On each of the Closing Date and any settlement date, as applicable, in form and substance satisfactory to the Representative. (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto)Option Closing Date, there shall not have been furnished to you by each of the General Partners a certificate, dated such Closing Date and addressed to you, signed on behalf of the Special General Partner by the President or the Secretary and General Counsel and the Chief Financial Officer or Treasurer of the Special General Partner, and signed on behalf of the Managing General Partner by the President or the Secretary and General Counsel and the Chief Financial Officer or Treasurer of HS Corp., the general partner of the Managing General Partner, to the effect that (i) any change the representations and warranties of such General Partner contained in this Agreement are true and correct, as if made at and as of such Closing Date, and such General Partner has complied with all the agreements and satisfied all the conditions on its part to be complied with or decrease specified in satisfied at or prior to the letter or letters referred to in paragraph Closing Date and (gii) no event contemplated by subsection (h) of this Section 7 5 in respect of such General Partner has occurred. (h) Since the Effective Date, none of the Crown Entities shall have sustained any material loss or (ii) interference with its business by fire, flood, explosion, accident or other calamity, whether or not covered by insurance, or shall have become a party to or the subject of any litigation, court or governmental action, investigation, order or decree which is materially adverse to the Crown Entities as a whole; nor shall there have been a change in the partners' capital, capital stock, short-term debt or long-term debt of the Crown Entities, or any material adverse change, or any development involving a prospective material adverse change, in or affecting the earningsgeneral affairs, operations, business, prospects, management, propertiescapitalization, assetsfinancial condition, rights, operations, condition (financial results of operations or otherwise) or prospects net worth of the CompanyCrown Entities, whether which loss, litigation, change or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of whichdevelopment, in any case referred to in clause (i) or (ii) aboveyour reasonable judgment, is, in the sole judgment of the Representative, shall be so material and adverse as to make render it impractical or inadvisable to proceed with the offering or payment for and delivery of the Offered Securities Units on the terms and in the manner contemplated in the Prospectus. (i) On each of the Closing Date and the Option Closing Date you shall have received a letter from PricewaterhouseCoopers LLP, dated such Closing Date and addressed to you, confirming that they are independent certified public accountants within the meaning of the Act and the applicable published Rules and Regulations, and stating, as contemplated by of the Registration Statement date of such letter (exclusive or, with respect to matters involving changes or developments since the respective dates as of any amendment thereofwhich specified financial information is given in the Prospectus as of a date not more than five days prior to the date of such letter), the Statutory Prospectus conclusions and findings of such firm with respect to the Prospectus (exclusive financial information and other matters covered by its letter delivered to you concurrently with the execution of any supplement thereto)this Agreement, and confirming the conclusions and findings set forth in such prior letter. (hj) Prior On or prior to the Closing Date, and any settlement date, as applicabledate hereof, the Company Partnership shall have furnished to you a letter substantially in the Representative form of Exhibit D hereto from Xxxxx Xxxxx and Xxxxxxx Xxxxxx. (k) You shall have been furnished by the Crown Entities such further information, additional documents and certificates and documents as you or counsel for the Representative Underwriters may reasonably request. (i) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (jl) The Offered Securities shall Units to be duly listed subject to notice purchased on each of issuance on the New York Stock Exchange, satisfactory evidence of which shall have been provided to the Representative. (k) On the date hereof, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement. (l) At least one Business Day prior to the Closing Date or a settlement date, as applicable, and the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Option Closing Date or such settlement date, as applicable, by the Underwriters shall equal the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth be approved for listing on the cover NYSE, subject only to official notice of issuance. Notwithstanding anything to the Prospectus. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as contrary provided in this Agreement, or (a) if any of Fremont Euro-Summit Limited does not purchase the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior toFremont Units as set forth on Exhibit E hereto, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, at 18/F, the Hong Kong Club Building, 3A Chater Road, Hong Kong, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicable.number

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Firm Securities and the Optional Securities, as the case may be, shall Notes will be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereofmade herein, to the accuracy of the statements of officers of the Company Depositor and BMW Financial Services made in any certificates pursuant to the provisions hereofhereto when made, to the performance by the Company Depositor and BMW Financial Services of its their obligations hereunder hereunder, and to the following additional conditionsconditions precedent: (a) On the Closing Date, each of the Transaction Documents, the SUBI Certificate, the Notes and the Certificates shall have been duly authorized, executed and delivered by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Owner Trustee and the Indenture Trustee shall have received a fully executed copy thereof or, with respect to the Notes and Certificates, a conformed copy thereof. The Transaction Documents, the SUBI Certificate, the Notes and the Certificates shall be substantially in the forms heretofore provided to the Representative. (b) Both at or before the date hereof, and on or before the Closing Date, the Representative shall have received letters relating to the Initial Free Writing Prospectus, any preliminary prospectus and the Prospectus, dated as of the date hereof and as of the Closing Date, respectively, of KPMG LLP, independent certified public accountants, addressed to the Underwriters, substantially in the form of the drafts to which the Representative has agreed previously and otherwise substantially in form and substance reasonably satisfactory to the Representative and counsel to the Underwriters and containing certain TALF eligibility criteria as set forth in each letter. (c) The Prospectus, any preliminary prospectus, each Free Writing Prospectus listed on Schedule III hereto or approved in writing by the Depositor and any supplement thereto, “issuer information” (as defined above) included in any Permitted Underwriter Communication required to be filed with the Commission shall have been filed with the Commission in accordance with the manner Rules and within Regulations and Section 7(h) hereof; on or prior to the time period required by Rule 424(b); and Closing Date, no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Depositor or threatenedBMW Financial Services, shall be contemplated by the Commission. (bd) The Company On the Closing Date, the Representative shall have requested and caused White & Case LLP, received the favorable opinion of in-house counsel for the Company, to have furnished to the Representative its opinions Depositor and BMW Financial Services addressed to the Underwriters, dated the Closing Date and any settlement date, as applicable, in form and addressed substance satisfactory to the Representative, in a form reasonably acceptable Representative and counsel to the RepresentativeUnderwriters. (c) The Company shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLP, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (de) The Representative shall have received from Dxxxx Xxxx & Wxxxxxxx an opinion of XxXxx Xxxxxx LLP, counsel for to the Depositor, BMW Financial Services and the Trust, addressed to the Underwriters, such opinion or opinions, dated the Closing Date and any settlement dateaddressing corporate, enforceability, securities matters satisfactory in form and substance to the Representative and counsel to the Underwriters. The opinion shall indicate that the Underwriters shall be entitled to rely on such opinion letter in their capacity as applicablePrimary Dealers. (f) The Representative shall have received a negative assurance letter from XxXxx Xxxxxx LLP, counsel to the Depositor, BMW Financial Services and the Trust, addressed to the RepresentativeUnderwriters, dated the Closing Date satisfactory in form and substance to the Representative and counsel to the Underwriters. The negative assurance letter shall indicate that the Underwriters shall be entitled to rely on such negative assurance letter in their capacity as Primary Dealers. (g) On the Closing Date, the Representative shall have received the favorable opinion of Xxxxxxxx, Xxxxxx & Finger P.A., special Delaware counsel for the Depositor and BMW Financial Services addressed to the Underwriters, dated the Closing Date and in form and substance satisfactory to the Representative and counsel to the Underwriters. (h) On the Closing Date, the Representative shall have received the favorable opinion of Xxxxxx & Xxxxxxxxx LLP, special Indiana counsel to the UTI Beneficiary addressed to the Underwriters, dated the Closing Date and in form and substance satisfactory to the Representative and counsel to the Underwriters. (i) XxXxx Xxxxxx LLP, in its capacity as federal tax and ERISA counsel to the Depositor and the Trust, shall have delivered an opinion addressed to the Underwriters dated the Closing Date satisfactory in form and substance to the Representative and counsel to the Underwriters. (j) On the Closing Date, the Representative shall have received the favorable opinion or opinions of XxXxx Xxxxxx LLP, special counsel to the Depositor and BMW Financial Services addressed to the Underwriters, dated the Closing Date and in form and substance satisfactory to the Representative and counsel to the Underwriters, with respect to (i) certain true sale and nonconsolidation bankruptcy matters and (ii) certain security interest matters. (k) The Representative shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel to the issuance Indenture Trustee, addressed to the Underwriters, dated the Closing Date and sale of satisfactory in form and substance to the Offered SecuritiesRepresentative and counsel to the Underwriters. (l) On the Closing Date, the Registration StatementRepresentative shall have received the favorable opinion of Xxxxxxxx, Xxxxxx and Finger, P.A., counsel to the Statutory ProspectusVehicle Trustee addressed to the Underwriters, dated the Prospectus Closing Date and satisfactory in form and substance to the Representative and counsel to the Underwriters. (together m) The Representative shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, P.A., counsel to the Owner Trustee, addressed to the Underwriters, dated the Closing Date and satisfactory in form and substance to the Representative and counsel to the Underwriters. (n) The Representative shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel to the Trust and the Vehicle Trust, addressed to the Underwriters, dated the Closing Date and satisfactory in form and substance to the Representative and counsel to the Underwriters. (o) Sidley Austin llp, counsel to the Underwriters, shall have furnished to the Representative such opinions or negative assurance letters addressed to the Underwriters, dated the Closing Date, with any supplement thereto) respect to certain securities law issues and other related matters as the Representative may reasonably requirerequest, and the Company such counsel shall have furnished to received such counsel such documents papers and information as they may reasonably request for the purpose of enabling them to pass enable such opinions or negative assurance letters to be based upon such matters. The negative assurance letter shall indicate that the Underwriters shall be entitled to rely on such negative assurance letter in their capacity as Primary Dealers. (ep) The Company Representative shall have received copies of each opinion of counsel delivered to any rating agency, together with a letter addressed to the Representative (but only to the extent that the Representative is not an addressee of such opinion), dated the Closing Date, to the effect that the Underwriters may rely on each such opinion to the same extent as though such opinion was addressed to each as of its date. (q) Each of the Depositor, BMW Financial Services and the UTI Beneficiary shall have furnished to the Representative a certificate of each of the CompanyDepositor and BMW Financial Services, signed by its Chief Executive Officer and Chairman of the Board, President, any Vice President, the Treasurer, any Assistant Treasurer, the principal financial or officer, the principal accounting officer or any of the Companyforegoing officers of its general partner, as applicable, dated the Closing Date, and any settlement date, as applicable, to the effect that the signers signer of such certificate have has carefully examined the Registration Statement and each Preliminary Statement, the Prospectus, any supplements to the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: that to the best of his knowledge after reasonable investigation, (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effectevent that has had a material adverse effect on the Depositor, except as set forth in BMW Financial Services or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (f) The Company shall have requested and caused Mxxxxx to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicable, in form and substance satisfactory to the Representative. (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the CompanyUTI Beneficiary, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), (ii) the representations and warranties of the Depositor and BMW Financial Services and the UTI Beneficiary, as the case may be, in this Agreement and the Transaction Documents to which it is a party, are true and correct, (iii) the Depositor, BMW Financial Services and the UTI Beneficiary, as the case may be, has complied with the agreements and satisfied the conditions on its part to be performed or satisfied at or prior to the Closing Date and (iv) (in the case of the Depositor and BMW Financial Services only) that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or are contemplated by the Commission. (hr) Prior The Class A-1 Notes shall have been rated “Prime-1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) and “A-1+” by Standard and Poor’s, a division of The XxXxxx-Xxxx Companies, Inc. (“Standard & Poor’s”). The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes shall each have been rated “Aaa” by Moody’s and “AAA” by Standard & Poor’s and copies of the final credit ratings letters from each of Moody’s and Standard and Poor’s shall be delivered to the FRBNY by 10:00 a.m. (New York City time) on the Closing Date. (s) The Representative shall have received, from each of BMW Financial Services, the UTI Beneficiary and any settlement datethe Depositor, a certificate executed by a secretary or assistant secretary thereof to which shall be attached certified copies of the: (i) certificate of formation, (ii) limited liability company agreement or limited partnership agreement, as applicable, (iii) applicable resolutions authorizing the Company shall have furnished to transactions contemplated hereby and in the Representative Transaction Documents and (iv) designation of incumbency of each such further information, certificates and documents as the Representative may reasonably requestentity. (it) FINRA The Sponsor shall not have raised any objection caused a nationally recognized independent accounting firm that is registered with respect the Public Company Accounting Oversight Board to deliver to the fairness or reasonableness FRBNY, in the manner specified by the FRBNY and by such time as may be required by the FRBNY, an accountants’ report in a form acceptable to the FRBNY and meeting the requirements of the underwriting TALF “Auditor Attestation” and the Sponsor shall certify to the Underwriters in writing that such Auditor Attestation was so delivered (or other arrangements will copy the Representative and its counsel on the electronic delivery of such Auditor Attestation to the transactions contemplated herebyFRBNY). (ju) The Offered Securities Underwriters shall be duly listed subject to notice of issuance have received the Prospectus no later than 11:00 a.m. (New York City time) on the New York Stock Exchange, satisfactory evidence of which shall have been provided to the Representative. (k) On the date hereof, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement. (l) At least one third Business Day prior to the Closing Date or a settlement date, as applicable, the Company Date. (v) The Sponsor shall have caused delivered to the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement dateFRBNY, as applicable, shall equal the product of the number of Units issued in the Offering manner specified by the FRBNY and by such time as of such Closing Date or such settlement datemay be required by the FRBNY, as applicablean indemnity undertaking in a form acceptable to the FRBNY, and the public offering price per Unit as set forth on the cover Sponsor shall provide a copy of the Prospectussame to the Underwriters. (mw) No order preventing On or suspending prior to the sale date that the Prospectus is filed with the Commission, the Representative shall have received a copy of the Units Prospectus which shall include as an attachment the executed TALF Certification, substantially in any jurisdiction designated the form required under the TALF and will have received evidence (which may be through electronic copy) of the delivery of such TALF Certification to the FRBNY by the Representative pursuant time required by the TALF. (x) The Depositor shall provide or cause to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as be provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative conformed copies of such opinions, certificates, letters and documents as the Representative or counsel for the Underwriters, this Agreement and all obligations of to the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, at 18/F, the Hong Kong Club Building, 3A Chater Road, Hong Kong, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicablereasonably request.

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Firm Securities and the Optional Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused White Skadden, Arps, Slate, Xxxxxxx & Case Xxxx LLP, counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (c) The Company shall have requested and caused Mxxxxx Xxxxxx and Cxxxxx (Hong Kong) LLPCalder, Cayman Islands counsel for the Company, to have furnished to the Representative Representatives its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the RepresentativeRepresentatives, in a form reasonably acceptable to the RepresentativeRepresentatives. (d) The Representative shall have received from Dxxxx Xxxx Shearman & Wxxxxxxx Sterling LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, with respect to the issuance and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to the Representative a certificate of the Company, signed by its Chief Executive Officer and the principal financial or accounting officer of the Company, dated the Closing Date, and any settlement date, as applicable, to the effect that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (f) [Reserved]. (g) The Company shall have requested and caused Mxxxxx Xxxxxx to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicable, in form and substance satisfactory to the Representative. (gh) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (hi) Prior to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. (ij) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (jk) The Offered Securities shall be duly listed subject to notice of issuance on the New York Stock Exchange, satisfactory evidence of which shall have been provided to the Representative. (kl) On the date hereofEffective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement. (lm) At With respect to the Firm Securities, at least one Business Day prior to the Closing Date or a settlement date, as applicableDate, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such the Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as of such the Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectus. (mn) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxx Shearman & Wxxxxxxx Sterling LLP, counsel for the Underwriters, at 18/FShearman & Sterling LLP, the Hong Kong Club Building000 Xxxxxxxxx Xxx, 3A Chater RoadXxx Xxxx, Hong KongXxx Xxxx, 00000, Attention: Xxxxxx Xxxxxxxxx, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicable.

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities, as the case may be, shall Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereofherein, to the accuracy of the statements of officers of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditionsconditions precedent: (a) The ProspectusRepresentatives shall have received a letter (the “Initial Comfort Letter”), dated prior to the date of this Agreement, of PricewaterhouseCoopers LLP in form and any supplement thereto, substance satisfactory to the Representatives and PricewaterhouseCoopers LLP. (b) The Prospectus shall have been filed with the Commission in accordance with the manner Rules and within the time period required by Rule 424(b); Regulations and no Section 5(a) of this Agreement. No stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use part thereof shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or threatenedany Underwriter, shall be contemplated by the Commission. (bc) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as one enterprise which, in the judgment of the Representatives, is material and [[NYCORP:2534070v12:3639B:09/08/05--09:56 p]] adverse and makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Offered Securities; (ii) any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company has been placed on negative outlook; (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of a majority in interest of the Underwriters including the Representatives, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market; (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (v) any banking moratorium declared by U.S. Federal or New York authorities; (vi) any major disruption of settlements of securities or clearance services in the United States; or (vii) any attack on, outbreak or escalation of hostilities or acts of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of the Representatives, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Offered Securities. (d) The Company Representatives shall have requested and caused White received an opinion, dated such Closing Date, of Xxxxxx & Case LLPXxxxxx L.L.P., counsel for the Company, that: (i) The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Oklahoma, with corporate power and authority to own its properties and conduct its business as described in the Prospectus. (ii) Each subsidiary of the Company has been duly organized and is in good standing under the laws of the jurisdiction of its organization, with power and authority (corporate and other) to own its property and conduct its business as described in the Prospectus; except where the failure to be so qualified would not reasonably be expected to individually or in the aggregate have furnished a Material Adverse Effect; and the capital stock or similar equity interests of each subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects. (iii) The Offered Securities delivered on such Closing Date have been duly authorized and validly issued, are fully paid and nonassessable and conform to the Representative description thereof contained in the Prospectus; and the stockholders of the Company have no preemptive rights with respect to the Offered Securities. (iv) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement in connection with the issuance or sale of the Offered Securities by the Company, except such as have been obtained and made under the Act and such as may be required under state securities laws. (v) None of the execution, delivery and performance of this Agreement, the issuance and sale of the Offered Securities and compliance with the terms and provisions hereof will result in a breach or violation of any of the terms and provisions of, or constitute a default under, (1) any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Company or any subsidiary of the Company or any of their properties, or (2) any agreement or instrument filed or referenced as an exhibit to the Company’s Annual Report on Form 10-K for the year [[NYCORP:2534070v12:3639B:09/08/05--09:56 p]] ended December 31, 2004, or to any report on Form 8-K or Form 10-Q filed since December 31, 2004, to which the Company or any such subsidiary is party or by which the Company or any such subsidiary is bound or to which any of the properties of the Company or any such subsidiary is subject, or (3) the charter or by-laws (or similar organizational documents) of the Company or any such subsidiary, and the Company has full power and authority to authorize, issue and sell the Offered Securities as contemplated by this Agreement except in the case of clauses (1) and (2) for such breaches or violations that would not have a Material Adverse Effect. (vi) Except as disclosed in the Prospectus, there are no pending actions, suits or proceedings against or affecting the Company, any of its subsidiaries or any of their respective properties that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect, or would materially and adversely affect the ability of the Company to perform its obligations under this Agreement, or which are otherwise material in the context of the sale of the Offered Securities; and no such actions, suits or proceedings are threatened or, to such counsel’s knowledge, contemplated. (vii) This Agreement has been duly authorized, executed and delivered by the Company. (viii) The Registration Statement has become effective under the Act, the Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) specified in such opinion on the date specified therein, and, to the best of the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act, and the Registration Statement, as of its effective date and as of the date of this Agreement, and the Prospectus, as of the date of this Agreement, and any amendment or supplement thereto, as of its date, complied as to form in all material respects with the requirements of the Act and the Rules and Regulations; each of the documents incorporated by reference in the Prospectus, at the time it became effective or was filed with the Commission (or the time of filing of an amendment, if so amended), as the case may be, complied as to form in all material respects with the requirements of the Act or Exchange Act, as the case may be, and the Rules and Regulations; the descriptions in the Registration Statement and Prospectus of statutes, legal and governmental proceedings and contracts and other documents are accurate and fairly present the information required to be shown; and such counsel do not know of any legal or governmental proceedings required to be described in the Prospectus which are not described as required or of any contracts or documents of a character required to be described in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement which are not described and filed as required. It is understood and agreed that certain of the opinions dated set forth in paragraphs (i), (ii), (iii), (v) (with respect to conflicts with charters, by-laws or similar organizational documents and with respect to certain of the documents filed as exhibits to the filings described in such paragraph) and (vii) (with respect to due authorization) may be given by the Commercial Law Group, P.C., and certain opinions in paragraphs (vi) and (viii) may be given by Xxxxx Xxxx, Esq. In addition, Xxxxxx & Xxxxxx L.L.P. shall state that they have participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants of the Company, general counsel of the Company, representatives of the Underwriters and counsel for the Underwriters, at which conferences the Registration Statement and the Prospectus were discussed. Such counsel shall further state that, although they have made certain additional inquiries and investigations in connection with the preparation of the Registration Statement and the Prospectus, they have not verified, are not passing on and do not assume any responsibility for the accuracy, completeness or fairness of the [[NYCORP:2534070v12:3639B:09/08/05--09:56 p]] statements contained in the Registration Statement or the Prospectus or any documents incorporated by reference therein, based on the participation described above in the course of acting as counsel to the Company in this transaction, no information has come to their attention that has caused such counsel to believe that the Registration Statement or the Prospectus, at the date hereof and as of the Closing Date (other than the financial statements and any settlement dateschedules and other financial data and the oil and gas reserve data, in each case contained or incorporated by reference (including the notes thereto and auditor’s report thereon) therein, as applicable, and addressed to which such counsel need not express any comment or belief) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the Representative, in a form reasonably acceptable to the Representativestatements therein not misleading. (ce) The Company shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLP, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (d) The Representative Representatives shall have received from Dxxxx Xxxx Cravath, Swaine & Wxxxxxxx Xxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the such Closing Date and any settlement date, as applicable, and addressed to the RepresentativeDate, with respect to the issuance and sale incorporation of the Company, the validity of the Offered SecuritiesSecurities delivered on such Closing Date, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. In rendering such opinion, Cravath, Swaine & Xxxxx LLP may rely as to the incorporation of the Company and all other matters governed by Oklahoma law upon the opinion of Commercial Law Group, P.C. referred to above. (ef) The Company Representatives shall have furnished to the Representative received a certificate certificate, dated such Closing Date, of the Company, signed by its Chief Executive Officer President or any Vice President and the a principal financial or accounting officer of the Company, dated the Closing Date, and any settlement date, as applicableCompany in which such officers, to the effect best of their knowledge after reasonable investigation, shall state that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and correct, that the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date; (ii) Closing Date, that no stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use part thereof has been issued and no proceedings for that purpose have been instituted oror are contemplated by the Commission and that, subsequent to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto)Prospectus, there has been no Material Adverse Effectmaterial adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole except as set forth in or contemplated in the Statutory Prospectus and by the Prospectus (exclusive of any supplement thereto). (f) The Company shall have requested and caused Mxxxxx to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, or as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicable, described in form and substance satisfactory to the Representativesuch certificate. (g) Subsequent The Representatives shall have received a letter (the “Bring-Down Comfort Letter”), dated such Closing Date, of PricewaterhouseCoopers LLP (i) confirming that they are independent public accountants with respect to the Execution Time Company and its subsidiaries within the meaning of the Act and the applicable Rules and Regulations thereunder, (ii) stating, as of the date of the Bring-Down Comfort Letter (or, if earlier, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Registration Statement (exclusive Statement, as of any amendment thereofa date not more than three business days prior to the date of the Bring-Down Comfort Letter), that the Statutory Prospectus conclusions and findings of such accountants with respect to the Prospectus financial information and other matters covered by the Initial Comfort Letter are accurate, (exclusive of any supplement thereto), there shall not have been (iiii) any change or decrease specified confirming in all material respects the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as conclusions and findings set forth in or contemplated the Initial Comfort Letter and (iv) otherwise in form and substance satisfactory in all respects to the Statutory Prospectus Representatives and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto)PricewaterhouseCoopers LLP. (h) Prior to The Representatives shall have received (i) a copy of the Closing Datecertificate or articles of incorporation, and any settlement including all amendments thereto, of the Company, certified as of a recent date by the Secretary of State of the State of Oklahoma, (ii) a certificate of good standing for the Company, dated as of a recent date, from such Secretary of State and (iii) a certificate, dated as applicableof a recent date, of the Secretary of State of each state in which the Company shall have furnished is qualified to do business as a foreign corporation under the Representative laws of such further information, certificates and documents as the Representative may reasonably requeststate. (i) FINRA The Representatives shall not have raised any objection with respect to the fairness or reasonableness received (i) a copy of the underwriting certificate or other arrangements articles of incorporation (or similar organizational document), including all amendments thereto, of each of [[NYCORP:2534070v12:3639B:09/08/05--09:56 p]] the Company’s subsidiaries, certified as of a recent date by the Secretary of State of the transactions contemplated herebystate in which such subsidiary is organized, (ii) a certificate of good standing for each of the Company’s subsidiaries, certified as of a recent date by the Secretary of State of the state in which such subsidiary is organized, and (iii) a certificate, dated as of a recent date, of the Secretary of State of each state in which each such subsidiary is qualified to do business as a foreign corporation (or similar entity) under the laws of each such state. (j) The Offered Securities shall be duly listed subject to notice of issuance on the New York Stock Exchange, satisfactory evidence of which shall have been provided On or prior to the Representative. (k) On the date hereof, the Company shall have delivered to the Representative executed copies of the Trust this Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement. (l) At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company Representatives shall have caused the required proceeds received lockup letters from the sale each of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, Xxxxxx X. XxXxxxxxx and the public offering price per Unit as set forth on the cover of the Prospectus. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, at 18/F, the Hong Kong Club Building, 3A Chater Road, Hong Kong, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicable.Xxx X.

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Firm Securities and the Optional Securities, as the case may be, shall Notes will be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date Depositor and any settlement date pursuant to Section 4 hereofMBFS USA herein, to the accuracy of the statements certifications of officers of the Company Mercedes Parties made in any certificates pursuant to the provisions hereof, to the performance by the Company Depositor and MBFS USA of its their obligations hereunder and to the following additional conditionsconditions precedent: (a) The ProspectusRegistration Statement shall be effective at the Execution Time, and any supplement theretoprior to the 2021-B Closing Date, have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused White & Case LLP, counsel for the Company, pursuant to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (c) The Company shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLP, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (d) The Representative shall have received from Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, with respect to the issuance and sale Section 8A of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative may reasonably require, and the Company Securities Act shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to the Representative a certificate of the Company, signed by its Chief Executive Officer and the principal financial or accounting officer of the Company, dated the Closing Date, and any settlement date, as applicable, to the effect that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledgeknowledge of the Depositor or the Representatives, threatened; andshall be contemplated by the Commission. (iiib) since the date Each of the most recent financial statements included in the Statutory Preliminary Prospectus and the Prospectus and any supplements thereto shall have been filed (exclusive if required) with the Commission in accordance with the Rules and Regulations and Section 6(a) hereof. Each of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Pricing Free Writing Prospectus and the Ratings Free Writing Prospectus (exclusive shall have been filed with the Commission in accordance with Rule 433 of the Rules and Regulations and neither the Depositor nor MBFS USA has disseminated any supplement thereto)other free writing prospectus that is required to be filed with the Commission. (fc) The Company On or prior to the date of this Agreement and on or prior to the 2021-B Closing Date, the Representatives shall have requested and caused Mxxxxx to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicable, received a letter or letters, dated respectively as of the Execution Time date of this Agreement and as of the 2021-B Closing Date Date, respectively, of an independent registered public accounting firm reasonably acceptable to the Representatives, substantially in the form of the drafts to which the Representatives have previously agreed and any settlement date, as applicable, otherwise in form and substance satisfactory to the RepresentativeRepresentatives and their counsel. (gd) Subsequent to the Execution Time or, if earlier, the dates as execution and delivery of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto)this Agreement, there shall not have been occurred (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting particularly the earningsbusiness or properties of any Mercedes Party which, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects in the judgment of the CompanyRepresentatives, whether materially impairs the investment quality of the Notes or not arising from transactions makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum or maximum prices for trading on such exchange, or a material disruption in commercial banking or securities settlement or clearance services in the ordinary course United States or with respect to Clearstream or Euroclear systems in Europe; (iii) any general commercial banking moratorium declared by Federal, Delaware or New York authorities; or (iv) any outbreak or escalation of businessmajor hostilities in which the United States is involved, except as set forth in any declaration of war by Congress, or contemplated any other substantial national or international calamity or emergency if, in the Statutory Prospectus and reasonable judgment of the Prospectus (exclusive of any supplement thereto) Representatives, the effect of whichany such outbreak, in any case referred to in clause (i) escalation, declaration, calamity or (ii) above, is, in emergency on the sole judgment of the Representative, so material and adverse as to make U.S. financial markets makes it impractical or inadvisable to proceed with the offering or delivery offering, sale of and payment for the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto)Underwritten Notes. (he) Prior The Representatives shall have received opinions of Xxxxxx Xxxxxx LLP, counsel to the Closing DateMercedes Parties and such other counsel acceptable to the Underwriters, relating to general corporate and enforceability, tax, perfection and priority, and any settlement date, as applicable, the Company shall have furnished true sale/nonconsolidation matters addressed to the Representative such further informationRepresentatives, certificates and documents as dated the Representative may reasonably request. (i) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (j) The Offered Securities shall be duly listed subject to notice of issuance on the New York Stock Exchange, satisfactory evidence of which shall have been provided to the Representative. (k) On the date hereof, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement. (l) At least one Business Day prior to the 2021-B Closing Date or a settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectus. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative Representatives and their counsel. Such counsel for shall also opine as to such other matters as the Underwriters may reasonably request. (f) The Representatives shall have received opinions of Xxxxxxxx, Xxxxxx & Xxxxxx, P.A., counsel to the Mercedes Parties, the Owner Trustee and the Titling Trustee and such other counsel acceptable to the Underwriters, this Agreement relating to general corporate and all obligations enforceability matters addressed to the Representatives, dated the 2021-B Closing Date and satisfactory in form and substance to the Representatives and their counsel. (g) The Representatives shall have received an opinion addressed to them by Xxxxxx Xxxxxx LLP in its capacity as special tax counsel to the Issuing Entity, dated the 2021-B Closing Date, substantially to the effect that the statements in each of the Underwriters hereunder may be canceled atPreliminary Prospectus and the Prospectus under the headings "Summary of Terms–– Tax Status" (to the extent relating to Federal income tax consequences), and "Material Federal Income Tax Consequences" to the extent that they constitute statements of matters of law or at any time prior tolegal conclusions with respect thereto, have been prepared or reviewed by such counsel and accurately describe the material income tax consequences to holders of the Notes, and the statements in each of the Preliminary Prospectus and the Prospectus under the heading "Summary of Terms––ERISA Considerations" and "Certain ERISA Considerations," to the extent that they constitute statements of matters of law or legal conclusions with respect thereto, have been prepared or reviewed by such counsel and accurately describe the material consequences to holders of the Notes under ERISA. (h) The Representatives shall have received an opinion addressed to them of in-house counsel to the Asset Representations Reviewer, dated the 2021-B Closing Date by the Representative. Notice of such cancellation shall be given and satisfactory in form and substance to the Company in writing or by telephone or facsimile confirmed in writing. Representatives and their counsel. (i) The documents required Representatives shall have received a negative assurance letter addressed to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office them of Dxxxx Xxxx & Wxxxxxxx Xxxxxx Xxxxxx LLP, counsel for to the Mercedes Parties, dated the 2021-B Closing Date, concerning the Time of Sale Information and the Prospectus in form and substance reasonably satisfactory to the Representatives and their counsel. (j) The Representatives shall have received a negative assurance letter addressed to them of Xxxxxx Xxxxxx Xxxxxxxx LLP, counsel to the Underwriters, at 18/Fdated the 2021-B Closing Date, concerning the Hong Kong Club BuildingTime of Sale Information and the Prospectus in form and substance reasonably satisfactory to the Representatives and their counsel. (k) The Representatives shall have received an opinion of Xxxxxxx & Xxxxxx, 3A Chater RoadLLP, Hong Kongcounsel to U.S. Bank National Association, unless otherwise indicated hereinrelating to general corporate and enforceability matters addressed to the Representatives, on dated the 2021-B Closing Date and satisfactory in form and substance satisfactory to the Representatives and their counsel. (l) The Representatives shall have received certificates dated the 2021-B Closing Date of the Chairman of the Board, the President, the Executive Vice President, any settlement dateVice President, the Treasurer, any Assistant Treasurer, the Secretary, the principal financial officer or the principal accounting officer of each of the Depositor and MBFS USA, in which such officer shall state that, to the best of his/her knowledge after reasonable investigation, (i) the representations and warranties of the Depositor and MBFS USA, respectively, contained in this Agreement are true and correct and the representations and warranties of the Mercedes Parties, respectively, contained in the 2021-B Basic Documents to which it is a party, as applicable, are true and correct in all material respects and that each Mercedes Party, as the case may be, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under such agreements at or prior to the 2021-B Closing Date, that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose or pursuant to Section 8A of the Securities Act have been instituted or are contemplated by the Commission, and (ii) other than as described in such certificate, since the Time of Sale, no material adverse change, or development involving a prospective material adverse change, in or affecting particularly the business or properties of any Mercedes Party, as the case may be, has occurred. (m) The Representatives shall have received evidence satisfactory to it of the filing of all UCC financing statements necessary to perfect (i) the Collateral Agent’s interest in the Collateral and (ii) the transfer of the interest of MBFS USA in the 2021-B Exchange Note and the proceeds thereof to the Depositor, the transfer of the interest of the Depositor in the 2021-B Exchange Note and the proceeds thereof to the Issuing Entity and the grant of the security interest by the Issuing Entity in the 2021-B Exchange Note and the proceeds thereof to the Indenture Trustee. (n) The Representatives shall have received, from each of the Depositor and MBFS USA, a certificate executed by a secretary or assistant secretary thereof to which shall be attached certified copies of (i) the formation documents, (ii) the limited liability company agreement, bylaws or trust agreement, as applicable, (iii) applicable resolutions authorizing the transactions contemplated hereby and by the 2021-B Basic Documents and (iv) the designation of incumbency of each such entity. (o) Each class of Underwritten Notes shall have been rated by each Hired NRSRO as set forth in the Ratings Free Writing Prospectus, and in each case shall not have been placed on any credit watch or review with a negative implication for downgrade. (p) On the 2021-B Closing Date, the Certificates shall have been issued by the Issuing Entity and transferred to the Depositor.

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Firm Securities and the Optional Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused White Kxxxxxxx & Case Exxxx LLP, counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (c) The Company shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLP, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (d) The Representative shall have received from Dxxxx Xxxx Skadden, Arps, Slate, Mxxxxxx & Wxxxxxxx Fxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, with respect to the issuance and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to the Representative a certificate of the Company, signed by its Chief Executive Officer and the principal financial or accounting officer of the Company, dated the Closing Date, and any settlement date, as applicable, to the effect that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (f) The Company shall have requested and caused Mxxxxx to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicable, in form and substance satisfactory to the Representative. (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (h) Prior to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. (i) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (j) The Offered Securities shall be duly listed subject to notice of issuance on the New York Stock Exchange, satisfactory evidence of which shall have been provided to the Representative. (k) On the date hereofEffective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider LetterLetter Agreement, the Registration and Shareholder Rights Agreement and the Administrative Services Agreement. (l) At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectus. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxx Skadden, Arps, Slate, Mxxxxxx & Wxxxxxxx Fxxx LLP, counsel for the Underwriters, at 18/F500 Xxxxxxxxxx Xxxxxx, the Hong Kong Club BuildingXxxxx 0000, 3A Chater RoadXxxx Xxxx, Hong KongXxxxxxxxxx 00000, Attention: Gxxxx X. Xxxx, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicable.

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Offered Securities and the Optional Securities, as the case may be, shall at each Time of Delivery will be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditionsconditions precedent: (a) The Prospectusrepresentations and warranties of the Company contained in this Agreement and any certificates delivered pursuant to this Agreement shall be true and correct at and as of such Time of Delivery, and any supplement thereto, the Company has performed all of its obligations and satisfied all of the conditions hereunder on its part that are required to be performed or satisfied on or before such Time of Delivery; (b) The Final Prospectus shall have been filed with the Commission in accordance with the manner Rules and within the time period required by Rule 424(b); Regulations and no Section 5(a) hereof. No stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use part thereof or the ADS Registration Statement or of any part thereof shall have been issued and no proceedings for that purpose shall have been instituted or threatenedor, to the knowledge of the Company, shall be contemplated by the Commission. (bc) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its Subsidiaries and Affiliated Entities, taken as a whole, the effect of which makes it, in the judgment of the Representatives, impracticable to proceed with the offering, sale or delivery of the Offered Securities on such Time of Delivery, as the case may be, on the terms and in the manner contemplated by this Agreement; (d) The Company Representatives shall have requested received letters, dated, respectively, the date hereof and caused White each Time of Delivery, of Ernst & Case Young LLP, independent public accountants, substantially in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus; provided that the letter delivered on each Time of Delivery shall use a “cut-off date” not earlier than three business days prior to such Time of Delivery. (e) The Representatives shall have received the opinions and disclosure letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Company, to have furnished dated such Time of Delivery, in form and substance reasonably satisfactory to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative.Representatives; (cf) The Company Representatives shall have requested received the opinion of Xxxxxx and caused Mxxxxx and Cxxxxx Calder (Hong Kong) LLP, Cayman Islands counsel for the Company, to have furnished dated such Time of Delivery, in form and substance reasonably satisfactory to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative.Representatives; (dg) The Representative Representatives shall have received from Dxxxx Xxxxx Xxxx & Wxxxxxxx Xxxxxxxx LLP, United States counsel for the Underwriters, a disclosure letter and an opinion, dated such Time of Delivery, with respect to such matters as the Representatives may require; (h) The Representatives shall have received from Xxxxx & Overy Legal (Thailand) Co. Limited, Thai counsel for the Underwriters, an opinion, dated such Time of Delivery, with respect to such matters as the Representatives may require; (i) The Representatives shall have received from Tsar & Tsai Law Firm, Taiwanese counsel for the Underwriters, an opinion, dated such Time of Delivery, with respect to such matters as the Representatives may require; (j) The Representatives shall have received from Hiswara Bunjamin & Tandjung (in association with Xxxxxxx Xxxxx Freehills), Indonesian counsel for the Underwriters, an opinion, dated such Time of Delivery, with respect to such matters as the Representatives may require; (k) The Representatives shall have received from Xxxxx & Overy Legal (Vietnam) LLC, Vietnamese counsel for the Underwriters, an opinion, dated such Time of Delivery, with respect to such matters as the Representatives may require; (l) The Representatives shall have received from Xxxxx, Xxxxxx & Xxxxxx, LLP, counsel for the UnderwritersDepositary, such opinion or opinionsan opinion, dated the Closing Date and any settlement date, as applicable, and addressed to the Representativesuch Time of Delivery, with respect to the issuance and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related such matters as the Representative Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.; (em) The Company shall have furnished or caused to be furnished to the Representative Representatives certificates of a certificate of the Company, signed by its Chief Executive Officer and the principal financial or accounting duly authorized executive officer of the Company, dated the Closing Datesuch Time of Delivery, and any settlement date, as applicable, satisfactory to the effect that the signers of Representatives, in which such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” officer shall represent as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: follows: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and correct; the Company has complied with performed all the agreements and satisfied all the conditions of its obligations hereunder on its part that are required to be performed or satisfied and not otherwise waived by the Representatives at or prior to such dateTime of Delivery, and (ii) such other matters as the Representatives may reasonably request; (iin) no No stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use the ADS Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the Company’s best knowledge, threatened; and (iii) since are contemplated by the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto)Commission;. (fo) The Company On or prior to the date hereof, the Representatives shall have requested and caused Mxxxxx to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as received lock-up letters from each of the Execution Time directors and as of the Closing Date and any settlement date, as applicable, in form and substance satisfactory to the Representative. (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects executive officers of the Company, whether or not arising from transactions each substantially in the ordinary course of business, except as form and substance set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto).Annex I; (hp) Prior to the Closing Date, and any settlement date, as applicable, The Chief Financial Officer of the Company shall have furnished to the Representative Representatives, dated, respectively, the date hereof and such further informationTime of Delivery, certificates to the effect that certain operating and documents as financial data disclosed in the Representative may reasonably request.Registration Statement, the General Disclosure Package and the Final Prospectus have been derived from and verified against the Company’s accounting and business records, and he has no reason to believe that such data is not true and correct; (iq) A number of Underlying Securities equal to the Maximum Number of Underlying Shares shall have been approved for listing on the NYSE, subject to official notice of issuance; (r) The Offered Securities shall be eligible for clearance and settlement through the facilities of DTC; (s) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.hereunder; and (jt) The Offered Securities shall be duly listed subject No Issuer Free Writing Prospectus, Statutory Prospectus or amendment or supplement to notice of issuance on the New York Stock ExchangeRegistration Statement, satisfactory evidence of which the ADS Registration Statement or the Final Prospectus shall have been provided filed to which the Representative. (k) On Representatives have objected in writing. The Company will furnish the date hereof, the Company shall have delivered to the Representative executed Representatives with such conformed copies of such opinions, certificates, letters and documents as the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement. (l) At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectus. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatenedRepresentatives may reasonably request. If any of the conditions condition specified in this Section 7 shall not have been fulfilled when and as provided in required to be fulfilled, this Agreement, or if or, in the case of any condition to the purchase of Optional Securities on Time of Delivery which is after the First Time of Delivery, the obligations of the opinions and certificates mentioned above several Underwriters to purchase the relevant Optional Securities shall be deemed terminated by the Company at any time at or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance prior to the Representative First Time of Delivery or such subsequent Time of Delivery, as the case may be, unless as otherwise provided or agreed in writing by the Company and counsel for the UnderwritersRepresentatives, this Agreement and all such termination shall be without liability of any party to any other party except as provided in Section 9. Notwithstanding the immediately preceding paragraph, the Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder may be canceled athereunder, whether in respect of the First Time of Delivery, a subsequent Time of Delivery or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, at 18/F, the Hong Kong Club Building, 3A Chater Road, Hong Kong, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicableotherwise.

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Firm Securities and the Optional Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder hereunder, including, if applicable, the last sentence of Section 4(c) hereof, and to the following additional conditions: (a) The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused White Xxxxx Xxxx & Case Xxxxxxxx LLP, counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (c) The Company shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLPXxxxxx & Calder, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (d) The Representative shall have received from Dxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, with respect to the issuance and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to the Representative a certificate of the Company, signed by its Chief Executive Officer and the principal financial or accounting officer of the Company, dated the Closing Date, and any settlement date, as applicable, to the effect that the signers of such certificate have carefully examined the Registration Statement and Statement, each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (f) The Company shall have furnished to the Representative a certificate signed by the [Secretary or Assistant Secretary] of the Company, dated the Closing Date, certifying (i) that the Amended and Restated Memorandum and Articles of Association of the Company are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate. (g) The Company shall have requested and caused Mxxxxx Xxxxxx to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicableDate, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicableDate, in form and substance satisfactory to the Representative. (gh) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (hi) Prior to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. (ij) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (jk) The Offered Securities shall be duly listed subject to notice of issuance on the New York Stock ExchangeNasdaq Capital Market, satisfactory evidence of which shall have been provided to the Representative. (kl) On the date hereofEffective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, Letter and the Registration Rights Agreement and the Administrative Services Agreement. (lm) At least one Business Day prior to the Closing Date or a the settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, date shall equal the product of the number of Units issued sold in the Offering public offering as of such Closing Date or such settlement date, as applicable, date and the public offering price per Unit as set forth on the cover of the Prospectus. (mn) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii6(hh) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 and, if applicable, the last sentence of Section 4(c), shall be delivered electronically, or if by mail, at the office of Dxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, at 18/F000 Xxxxx Xxxxx Xxxxxx, the Hong Kong Club BuildingXxxxx 0000, 3A Chater RoadXxx Xxxxxxx, Hong KongXxxxxxxxxx, 00000, Attention: Xxxxx X. Xxxx and Xxxxxxxx Xx, unless otherwise indicated herein, on the Closing Date and any or the applicable settlement date, as applicable.

Conditions of the Obligations of the Underwriters. The respective obligations of the Underwriters to purchase and pay for the Firm Securities and the Optional Securities, as the case may be, Shares shall be subject subject, in their discretion, to the accuracy of the representations and warranties on the part of the Company contained and the Selling Shareholders herein as of the Execution Time, date here of and as of the Closing Date as if made on and any settlement date pursuant to Section 4 hereofas of the Closing Date, to the accuracy of the statements of the Company Company's officers made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Selling Shareholders of its obligations all of their covenants and agreements hereunder and to the following additional conditions: (a) The ProspectusNotification that the Registration Statement has become effective shall be received by you not later than 5:30 p.m., Richmond, Virginia time, on the date of this Agreement or at such later date and any supplement thereto, have been filed time as shall be consented to in the manner writing by you and within the time period all filings required by Rule 424(b); 424 and no Rule 430A of the Rules and Regulations shall have been made. (i) No stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted be pending or threatened. (b) The Company shall have requested and caused White & Case LLPthreatened by the Commission, counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (c) The Company shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLP, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (d) The Representative shall have received from Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, with respect to the issuance and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to the Representative a certificate of the Company, signed by its Chief Executive Officer and the principal financial or accounting officer of the Company, dated the Closing Date, and any settlement date, as applicable, to the effect that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement or the qualification or registration of the Shares under the securities or Blue Sky laws of any notice objecting to its use has been issued jurisdiction shall be in effect and no proceedings proceeding for that such purpose shall be pending before or threatened or contemplated by the Commission or the authorities of any such jurisdiction, (iii) any request for additional information on the part of the staff of the Commission or any such authorities shall have been instituted orcomplied with to the satisfaction of the staff of the Commission or such authorities and to the satisfaction of the Representatives, (iv) after the date hereof no amendment or supplement to the Registration Statement or the Prospectus shall have been filed unless a copy thereof was first submitted to you and you did not object thereto in good faith, (v) the NASD, upon review of the terms of the public offering of the Shares, shall not have objected to such offering, such terms or the Underwriters' participation in the same, and (vi) and you shall have received certificates, dated the Closing Date and the Option Closing Date and signed by the Chief Executive Officer or the Chairman of the Board of Directors of the Company and the Chief Financial Officer of the Company (who may, as to proceedings threatened, rely upon the best of their information and belief), to the Company’s knowledgeeffect of clauses (i), threatened; and (ii) and (iii) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (fc) The Company shall have requested and caused Mxxxxx to have furnished to Since the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicable, in form and substance satisfactory to the Representative. (g) Subsequent to the Execution Time or, if earlier, the respective dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus Prospectus, (exclusive of any supplement thereto), i) there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any a material adverse change, or any development involving a prospective material adverse change, in or affecting the earningsgeneral affairs, business, managementbusiness prospects, properties, assetsmanagement, rights, operationskey personnel, condition (financial or otherwise) or prospects results of operations of the CompanyCompany or any Subsidiary, whether or not arising from transactions in the ordinary course of business, except in each case other than as set forth in or contemplated in the Statutory Prospectus Registration Statement and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, isor, in the sole judgment case of the Representativea prospective change, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities other than as contemplated by the Registration Statement (exclusive of any amendment thereofand the Prospectus), and (ii) the Statutory Prospectus Company shall not have sustained any material loss or interference with its business or properties from fire, explosion, flood, hurricane or other casualty or calamity, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree, which is not set forth in the Registration Statement and the Prospectus (exclusive Prospectus, if in your reasonable judgment any such development makes it impracticable or inadvisable to consummate the sale and delivery of any supplement thereto)the Shares by you at the public offering price. (hd) Prior Since the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall have been no litigation or other proceeding instituted against the Company or any of its officers or directors in their capacities as such, before or by any Federal, state, or local court, commission, regulatory body, administrative agency or other governmental body, domestic or foreign, in which litigation or proceeding an unfavorable ruling, decision or finding would materially and adversely affect the business, properties, business prospects, condition (financial or otherwise) or results of operations of the Company. (e) Each of the representations and warranties of the Company and the Selling Shareholders contained herein shall be true and correct in all material respects at the Closing Date and, with respect to the Option Shares, at the Option Closing Date, as if made at the Closing Date, and any settlement date, as applicable, the Company shall have furnished all covenants and agreements herein contained to the Representative such further information, certificates and documents as the Representative may reasonably request. (i) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (j) The Offered Securities shall be duly listed subject to notice of issuance performed on the New York Stock Exchange, satisfactory evidence of which shall have been provided to the Representative. (k) On the date hereof, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement. (l) At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectus. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, at 18/F, the Hong Kong Club Building, 3A Chater Road, Hong Kong, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicable.part

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Firm Offered Securities and the Optional Securities, as the case may be, shall will be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereofherein, to the accuracy of the statements of officers of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditionsconditions precedent: (a) The Final Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of a Permitted Free Writing Prospectus, and any supplement thereto, have been filed in to the manner and within the time period extent required by Rule 424(b)433 under the Securities Act) and in accordance with Section 6(a) hereof, and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose pursuant to Rule 401(g)(2) or pursuant to Section 8A under the Securities Act shall have been instituted or threatened. (b) The Company At the time of the execution of this Agreement, each of (x) Deloitte & Touche LLP and (y) KPMG LLP shall have requested and caused White & Case LLP, counsel for the Company, to have furnished to the Representative its opinions Underwriters, at the request of the Company, a letter dated the date hereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters, substantially in the form of Annex II hereto and to such further effect as counsel to the Underwriters may reasonably request; provided that the letter delivered on the date hereof shall use a “cut-off” date no more than three business days prior to the date hereof. (c) On the Closing Date, each of (x) Deloitte & Touche LLP and (y) KPMG LLP shall have furnished to the Underwriters, at the request of the Company, a letter, dated the Closing Date and any settlement date, as applicable, and addressed to the RepresentativeUnderwriters, in a form and substance reasonably acceptable satisfactory to the Representative. (c) The Company shall have requested Underwriters, substantially in the form of Annex III hereto and caused Mxxxxx and Cxxxxx (Hong Kong) LLP, Cayman Islands to such further effect as counsel for the Company, to have furnished to the Representative its opinions dated Underwriters may reasonably request; provided that the letter delivered on the Closing Date and any settlement date, as applicable, and addressed shall use a “cut-off” date no more than three business days prior to the Representative, in a form reasonably acceptable to the RepresentativeClosing Date. (d) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of this Agreement, there shall not have occurred (A) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries, taken as one enterprise, which, in the judgment of the Representatives, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Offered Securities; or (B) any downgrading in the rating of any debt of or guaranteed by the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt issued or guaranteed by the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating). Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (ii) any banking moratorium declared by U.S. Federal or New York authorities; (iii) any outbreak or escalation of hostilities or any change in the financial markets in the United States or any calamity or crisis, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Offered Securities on the terms and in the manner contemplated by this Agreement and the Final Prospectus, the Registration Statement and the Time of Sale Information; (iv) any action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Offered Securities; or (v) any injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Offered Securities. (e) You shall have received the opinion, dated the Closing Date, of Xxxxxxx X. Xxxxxx, Senior Counsel - Corporate Law of the Company, in form and substance reasonably satisfactory to the Representatives, substantially in the form of Annex IV hereto. In giving such opinion, Xx. Xxxxxx may limit such opinion to the laws of the States of Connecticut, Massachusetts and Tennessee and the Federal laws of the United States. Such opinion may also be subject to such assumptions and qualifications as are satisfactory to counsel for the Underwriters. (f) You shall have received the opinion letter and negative assurance letter, each dated the Closing Date, of Debevoise & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Representatives, substantially in the form of Annexes V and VI hereto. In giving such opinion, Debevoise & Xxxxxxxx LLP may limit such opinion to the laws of the State of New York and the Federal laws of the United States and may rely, as to matters of fact, upon the representations and warranties of the Company contained herein and upon certificates of officers of the Company and of public officials. Such opinion may also be subject to such assumptions and qualifications as are satisfactory to counsel for the Underwriters. (g) The Representative Underwriters shall have received from Dxxxx Xxxx Xxxxxx Xxxxxx & Wxxxxxxx Xxxxxxx LLP, counsel for the Underwriters, such an opinion or opinionsletter and negative assurance letter, each dated the Closing Date and any settlement date, as applicable, and addressed to the RepresentativeDate, with respect to the issuance and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related such matters as the Representative Representatives may reasonably requirerequest, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (eh) The Company shall have furnished to the Representative a certificate of the Company, signed by its Chief Executive Officer and the principal financial or accounting officer of the Company, dated Underwriters on the Closing Date, a certificate, dated as of the Closing Date, of an authorized executive officer of the Company who has specific knowledge of the Company’s financial matters and any settlement date, as applicable, is satisfactory to the effect that Underwriters stating that: (i) the signers representations, warranties and agreements of the Company herein are true and correct in all material respects as of such certificate Closing Date; the Company has complied in all material respects with its agreements contained herein; and there shall have been no material adverse change in the condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole, or in the earnings or business affairs of the Company and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, from that set forth in the Final Prospectus, the Registration Statement and the Time of Sale Information; (ii) such officer has carefully examined the Registration Statement and each Preliminary ProspectusStatement, the Final Prospectus and any amendment or supplement theretoTime of Sale Information and, and each “road show” in such officer’s opinion, (A) as defined in Rule 433(h) of the Act used Time of Sale, (1) the Registration Statement did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (2) the Registration Statement and the Time of Sale Information did not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in connection order to make the statements therein, in light of the circumstances under which they were made, not misleading and (3) any Permitted Free Writing Prospectus when taken together with the OfferingTime of Sale Information did not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, and this Agreement and that: in light of the circumstances under which they were made, not misleading, (iB) the representations and warranties Final Prospectus, as of the Company in this Agreement are true and correct on its date did not, and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part Closing Date does not, include any untrue statement of a material fact or omit to state a material fact required to be performed stated therein or satisfied at necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (C) since the Time of Sale, no event has occurred which should have been set forth in a supplement to or prior amendment of the Final Prospectus or the Time of Sale Information, in order to make the statements therein, in the light of the circumstances existing when the Time of Sale Information or the Final Prospectus, as the case may be, is delivered to a purchaser, not misleading, which has not been set forth in such date; a supplement or amendment; and (iiiii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose pursuant to Rule 401(g)(2) or Section 8A under the Securities Act have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (fi) The Company Underwriters shall have requested and caused Mxxxxx to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as of the Execution Time received on and as of the Closing Date and any settlement date, as applicable, in form and substance satisfactory to evidence of the Representative. (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects good standing of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (h) Prior to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. (i) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (j) The Offered Securities shall be duly listed subject to notice eligible for clearance and settlement through DTC. The Company will furnish the Underwriters with such conformed copies of issuance such opinions, certificates, letters and documents as the Underwriters reasonably request. The Representatives may in their sole discretion waive on behalf of the New York Stock Exchange, satisfactory evidence of which shall have been provided Underwriters compliance with any conditions to the Representative. (k) On the date hereof, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement. (l) At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectus. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, at 18/F, the Hong Kong Club Building, 3A Chater Road, Hong Kong, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicablehereunder.

Conditions of the Obligations of the Underwriters. The several obligations of the Underwriters to purchase and pay for the Firm Securities on the Closing Date and the any Optional SecuritiesClosing Date, as the case may beapplicable, shall will be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, Applicable Time and as of the Closing Date and any settlement date pursuant to Section 4 hereofOptional Closing Date, as applicable, to the accuracy of the statements of the Company officers made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditionsconditions precedent: (a) The ProspectusOn the date of the Prospectus (prior to the execution of this Agreement), on the effective date of any additional registration or any post-effective amendment to any Registration Statement, in each case, that is filed subsequent to the date of this Agreement, and on the Closing Date or any supplement theretoOptional Closing Date, as applicable, (in each case, at 9:30 A.M., New York City time, on such date), KPMG Audit plc shall have furnished to the Representatives a letter or letters, dated the respective date of delivery thereof, in form and substance satisfactory to the Representatives. (b) The Prospectus shall have been filed with the Commission in accordance with the manner Rules and within Regulations and Section 5(a) of this Agreement. Prior to the time period required by Rule 424(b); and Closing Date or any Optional Closing Date, as applicable, no stop order suspending the effectiveness of the a Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatenedthreatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Underwriters’ reasonable satisfaction. (bc) The Subsequent to the execution and delivery of this Agreement and prior to the Closing Date or the Optional Closing Date, as applicable, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company shall have requested or its subsidiaries which, in the judgment of the Representatives, is material and caused White & Case LLPadverse and makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Securities; (ii) any downgrading in the rating of any debt securities, counsel preferred shares, financial strength or claims paying ability of the Company or any of the Designated Subsidiaries by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any public announcement that any such organization has under surveillance or review its rating of any debt securities or preferred shares of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company has been placed on negative outlook; (iii) any change in U.S., U.K., Bermudian or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of the Representatives, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Securities, whether in the primary market or in respect of dealings in the secondary market; (iv) any material suspension or material limitation of trading in securities generally on the NYSE, or any setting of minimum prices for trading on such exchange; (v) any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (vi) any banking moratorium declared by United States federal, New York, U.K. or Bermudian authorities; (vii) a change or development involving a prospective change in Bermuda taxation affecting the Company, the Preference Shares or transfers thereof; (viii) any major disruption of settlements of securities or clearance services in the United States, United Kingdom or Bermuda or (ix) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, the United Kingdom or Bermuda, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of the Representatives, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Securities. (d) The Representatives shall have furnished to the Representative its opinions received an opinion, dated the Closing Date and any settlement dateOptional Closing Date, as applicable, and addressed to of Xxxxxxx Xxxx & Xxxxxxxxx LLP, United States counsel for the Representative, Company in a the form reasonably acceptable to the Representativeof Annex I hereto. (ce) The Company Representatives shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLPreceived an opinion, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement dateOptional Closing Date, as applicable, and addressed to of Xxxxxxx, Bermuda counsel for the Representative, Company in a the form reasonably acceptable to the Representativeof Annex II hereto. (df) The Representative Representatives shall have received an opinion, dated the Closing Date and any Optional Closing Date, as applicable, of Xxxxxxx Xxxx & Xxxxxxxxx LLP, U.K. counsel for the Company, in the form of Annex III hereto. (g) The Representatives shall have received from Dxxxx Xxxx Xxxxxxx Xxxxxxx & Wxxxxxxx Xxxxxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement dateOptional Closing Date, as applicable, and addressed to the Representative, with respect to the issuance and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (eh) The Company Representatives shall have furnished to the Representative received a certificate or certificates, dated the applicable Closing Date and any Optional Closing Date, as applicable, of the Company, signed by its Chief Executive Officer and the principal financial or accounting officer Chief Financial Officer of the Company, dated the Closing Date, and any settlement date, as applicableCompany in which such officers, to the effect that the signers best of such certificate have carefully examined the Registration Statement and each Preliminary Prospectustheir knowledge after reasonable investigation, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and shall state that: (i) : the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and correct; the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date; (ii) the Closing Date or any Optional Closing Date, as applicable; no stop order suspending the effectiveness of the any Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to or are contemplated by the Company’s knowledge, threatenedCommission; and (iii) since , subsequent to the date of the most recent financial statements included in the Statutory Prospectus General Disclosure Package and the Prospectus (exclusive of any supplement thereto)Prospectus, there has been no Material Adverse Effectmaterial adverse change, or any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole except as set forth in or contemplated in the Statutory Prospectus General Disclosure Package and the Prospectus (exclusive of any supplement thereto)or as described in such certificate. (fi) The Company shall have requested and caused Mxxxxx to have furnished to provided the RepresentativeRepresentatives with copies of such additional opinions, at the Execution Time and at the Closing Date and any settlement datecertificates, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicable, in form and substance satisfactory to the Representative. (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (h) Prior to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may Representatives reasonably request. (ij) FINRA On the Closing Date the Preference Shares shall not be rated at least “Ba1” by Xxxxx’x and “BBB-” by S&P, and each such rating agency shall have raised any objection with respect delivered to the fairness or reasonableness of the underwriting Representatives a letter, or other arrangements of the transactions contemplated hereby. (j) The Offered Securities shall be duly listed subject to notice of issuance on the New York Stock Exchange, evidence satisfactory evidence of which shall have been provided to the RepresentativeRepresentatives, confirming that the Preference Shares have such ratings. (k) On the date hereof, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement. (l) At least one Business Day prior to the Closing Date or a settlement dateand the Optional Closing Date, as applicable, counsel for the Company Underwriters shall have caused been furnished with such documents and opinions as they may reasonably require for the required proceeds from purpose of enabling them to pass upon the issuance and sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement dateSecurities, as applicableherein contemplated, shall equal or in order to evidence the product accuracy of any of the number representations or warranties, or the fulfillment of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover any of the Prospectus. (m) No order preventing or suspending conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof Securities, as herein contemplated shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative Representatives and counsel for the Underwriters. (l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or terminated by the Representatives by notice to the Company at any time at or prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, at 18/F, the Hong Kong Club Building, 3A Chater Road, Hong Kong, unless otherwise indicated herein, on the Closing Date and any settlement dateOptional Closing Date, as applicable, and such termination shall be without liability of any party to any other party except as provided in Section 5(a)(xiv) and except that Sections 2, 8, 10 , 11 and 17 shall survive any such termination and remain in full force and effect. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder.

Conditions of the Obligations of the Underwriters. The obligations of ------------------------------------------------- the several Underwriters to purchase and pay for the Firm Securities and the Optional Securities, as the case may be, shall Certificates will be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereofBank herein, to the accuracy of the statements of officers of the Company Bank made in any certificates pursuant to the provisions hereof, to the performance by the Company Bank of its obligations hereunder and to the following additional conditionsconditions precedent: (a) The Prospectus, Prospectus and any supplement thereto, supplements thereto shall have been filed (if required) with the Commission in accordance with the manner rules and within regulations under the time period required by Rule 424(b); Act and Section 1 hereof, and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Bank, shall be contemplated by the Commission or threatenedby any authority administering any state securities or blue sky law. (b) The Company shall have requested and caused White & Case LLP, counsel for the Company, to have furnished On or prior to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (c) The Company shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLP, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (d) The Representative shall have received from Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, with respect to the issuance and sale date of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative may reasonably require, and the Company shall have furnished on or prior to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to the Representative a certificate of the Company, signed by its Chief Executive Officer and the principal financial or accounting officer of the Company, dated the Closing Date, and any settlement datethe Underwriters shall have received a letter or letters, as applicable, to the effect that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and dated as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (f) The Company shall have requested and caused Mxxxxx to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date Date, respectively, of Ernst & Young LLP, Certified Public Accountants, substantially in the form of the drafts to which the Representative has previously agreed and any settlement date, as applicable, otherwise in form and substance satisfactory to the RepresentativeRepresentative and its counsel. (gc) Subsequent to the Execution Time or, if earlier, the dates as execution and delivery of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto)this Agreement, there shall not have been occurred (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting particularly the earnings, business, management, properties, assets, rights, operations, condition (financial business or otherwise) or prospects properties of the CompanyTrust, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of Bank which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as materially impairs the investment quality of the Certificates or makes it impractical or inadvisable to make market the Certificates; (ii) any suspension or limitation on trading in securities generally on the New York Stock Exchange or the National Association of Securities Dealers National Market system, or any setting of minimum prices for trading on such exchange or market system; (iii) any suspension of trading of any securities of First USA, Inc. on any exchange or in the over-the-counter market which materially impairs the investment quality of the Certificates or makes it impractical or inadvisable to market the Certificates; (iv) any banking moratorium declared by Federal, Delaware or New York authorities; or (v) any outbreak or escalation of major hostilities or armed conflict, any declaration of war by Congress, or any other substantial national or international calamity or emergency if, in the judgment of the Representative, the effect of any such outbreak, escalation, declaration, calamity, or emergency makes it impractical or inadvisable to proceed with the offering or delivery completion of the Offered Securities as contemplated by sale of and payment for the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto)Certificates. (hd) Prior to At the Closing Date, and any settlement date, as applicable, the Company Bank shall have furnished to the Representative certificates of a vice president or more senior officer of the Bank as to the accuracy of the representations and warranties of the Bank herein at and as of the Closing Date, as to the performance by the Bank of all of its obligations hereunder to be performed at or prior to such further informationClosing Date, certificates and documents as to such other matters as the Representative may reasonably request. (e) Xxxxx X. Xxxxxx, counsel for the Bank, shall have furnished to the Representative his written opinion, ad dressed to the Representative and dated the Closing Date, in form and substance satisfactory to the Representative and its counsel, substantially to the effect that: (i) FINRA shall The Bank has been duly incorporated and is validly existing as a bank in good standing under the laws of the State of Delaware with full power and authority (corporate and other) to own its proper ties and conduct its business, as presently owned and conducted by it, and to enter into and perform its obligations under this Agreement, the Spread Account Agreement and the Pooling and Servicing Agreement (collectively, referred to in this subsection (e) as the "Agreements"), and the Certificates and had at all times, and ---------- now has, the power, authority and legal right to acquire, own and transfer the Receivables; (ii) The Bank is duly qualified to do business and is in good standing, and under state laws, as they are currently interpreted and enforced, has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such licenses or approvals would materially and adversely affect the enforce ability of any Receivable by the Bank or the Trustee or would adversely affect the ability of the Bank to perform its obligations under the Agreements or the Certificates; (iii) The Certificates have been duly authorized, executed and delivered by the Bank and, when duly authenticated by the Trustee in accordance with the terms of the Pooling and Servicing Agreement and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement; (iv) Each of the Agreements has been duly authorized, executed and delivered by the Bank and constitutes the legal, valid and binding agreement of the Bank enforceable against the Bank in accordance with its terms, subject, as to enforceability to (A) the effect of bankruptcy, insolvency, moratorium, receivership, reorganization, liquidation and other similar laws relating to or affecting the rights and remedies of creditors generally, and (B) the application of principles of equity (regardless of whether considered and applied in a proceeding in equity or at law) and the rights and powers of the FDIC; (v) The Trust is not now, and immediately following the sale of the Certificates pursuant to the Underwriting Agreement will not be, required to register under the 1940 Act; (vi) No consent, approval, authorization or order of any governmental agency or body is required for (A) the execution, delivery and performance by the Bank of its obligations under the Agreements or the Certificates, or (B) the issuance or sale of the Certificates, except such as have raised any objection been obtained under the Act and as may be required under state securities or blue sky laws in connection with the purchase and distribution of the Certificates by the Underwriters and the filing of Uniform Commercial Code financing statements with respect to the fairness or reasonableness Receivables and the approval of the underwriting Office of the State Bank Commissioner of the State of Delaware; (vii) To the best knowledge of such counsel, neither the execution and delivery of the Agreements or the Certificates by the Bank nor the performance by the Bank of the transactions therein contemplated nor the fulfillment of the terms thereof does or will result in any violation of any statute or regulation or any order or decree of any court or governmental authority binding upon the Bank or its property, or conflict with, or result in a breach or violation of any term or provision of, or result in a default under any of the terms and provisions of, the Bank's charter or by-laws or any material indenture, loan agreement or other arrangements material agreement to which the Bank is a party or by which the Bank is bound; (viii) To the knowledge of such counsel after due investigation, there are no legal or governmental proceedings pending to which the Bank is a party or to which the Bank is subject which, individually or in the aggregate (A) would have a material adverse effect on the ability of the Bank to perform its obligations under the Agreements or the Certificates, (B) assert the invalidity of the Agreements or the Certificates, (C) seek to prevent the issuance, sale or delivery of the Certificates or any of the transactions contemplated hereby.by the Agreements or (D) seek to affect adversely the federal income tax or ERISA attributes of the Certificates de scribed in the Prospectus; (jix) The Offered Securities shall be duly listed subject Registration Statement and the Prospectus (except for the financial statements, financial schedules and other financial and operating data included therein, as to notice of issuance on which such counsel expresses no view) comply as to form with the New York Stock Exchange, satisfactory evidence of which shall have been provided to Act and the Representative.Rules and Regulations; (kx) On The Registration Statement has become effective under the date hereof, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement. (l) At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicableAct, and the public offering price per Unit as set forth on Prospectus Supplement will be filed with the cover Commission pursuant to Rule 424(b) there under; and (xi) Such counsel has not independently verified and is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the information contained in the Xxxxxxxx- tion Statement and Prospectus. . Based upon discussion with the Bank, its accountants and others, however, no facts have come to its attention that cause it to believe that the Prospectus (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel except for the Underwritersfinancial statements, this Agreement financial schedules and all obligations other financial and statistical data included therein, as to which such counsel expresses no view), contains any untrue statement of the Underwriters hereunder may be canceled at, a material fact or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given omits to the Company in writing or by telephone or facsimile confirmed in writing. The documents state a material fact required to be delivered by this Section 7 shall be delivered electronically, stated therein or if by mail, at necessary in order to make the office of Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, at 18/F, the Hong Kong Club Building, 3A Chater Road, Hong Kong, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicablestatements therein not misleading.

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities and on the Optional Securities, as the case may be, shall Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereofherein, to the accuracy of the statements of the Company officers made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditionsconditions precedent: (a) The ProspectusPrior to the Closing Date, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose or pursuant to Section 8A under the Act, shall have been instituted or, to the knowledge of the Company or threatenedyou, shall be contemplated by the Commission. (b) The Since the respective dates as of which information is given in the Time of Sale Information and the Prospectus, there shall not have been any change in the consolidated long-term debt of the Company and its subsidiaries (other than changes resulting from the accretion of premium or amortization of debt discount on long-term debt and changes resulting from the issuance of debt securities by the Company that have occurred, and have been disclosed by the Company to the Underwriters, prior to the date hereof), any change in the capital stock of the Company (except for increases in outstanding capital stock that are not material), or any change or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, viewed as a whole, otherwise than as set forth or contemplated in the Time of Sale Information and the Prospectus, the effect of which, in any such case, is, in the judgment of a majority in interest of the Underwriters after discussion with the Company, so material and adverse as to make it impracticable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated in the Time of Sale Information and the Prospectus. (c) You shall have requested and caused White received an opinion letter of Xxxxxxx Xxxxxxx & Case Xxxxxxxx LLP, counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, or such other counsel as applicable, and addressed is acceptable to the Representative, in a form reasonably acceptable including in-house counsel, dated the Closing Date, to the Representativeeffect that: (i) The Company is validly existing and in good standing as a corporation under the law of the State of Delaware, and JPMorgan Chase Bank, National Association is validly existing as a national banking association under the laws of the United States, in each case with full corporate power and authority to conduct its business as described in the Registration Statement, the Time of Sale Information and the Prospectus. (cii) The Indenture has been duly authorized, executed and delivered by the Company and duly qualified under the Trust Indenture Act, and, assuming that the Indenture is the valid and legally binding obligation of the Trustee, the Indenture constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (iii) The Securities have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Trustee or The Bank of New York Mellon as Authenticating Agent under the Indenture and on behalf of the Trustee, and upon payment and delivery in accordance with this Agreement, the Securities will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (iv) This Agreement has been duly authorized, executed and delivered by the Company. (v) The issue and sale of the Securities by the Company, the execution, delivery and performance by the Company of this Agreement and the execution and delivery by the Company of the Indenture (1) will not breach or result in a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument governed by federal law or New York law and filed or incorporated by reference as an exhibit to the Registration Statement or any of the Company’s reports filed pursuant to the Exchange Act identified in such opinion (collectively the “Incorporated Documents”), and (2) will not violate the Certificate of Incorporation or By-laws of the Company or any federal or New York State statute or the Delaware General Corporation Law or any rule or regulation that has been issued pursuant to any federal or New York State statute or the Delaware General Corporation Law or any order known to such counsel issued pursuant to any federal or New York State statute or the Delaware General Corporation Law by any federal or New York State court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties or any Delaware State court or governmental agency or body acting pursuant to the Delaware General Corporation Law, except that it is understood that no opinion is given in this paragraph (v) with respect to any federal or state securities law or any rule or regulation issued pursuant to any federal or state securities law. (vi) No consent, approval, authorization or order of, or registration or qualification with, any federal or New York State governmental agency or body or any Delaware State governmental agency or body acting pursuant to the Delaware General Corporation Law or, to such counsel’s knowledge, any federal or New York State court or any Delaware State court acting pursuant to the Delaware General Corporation Law is required for the issue and sale of the Securities by the Company and the execution, delivery and performance by the Company of this Agreement, except that it is understood that no opinion is given in this paragraph (vi) with respect to any federal or state securities law or any rule or regulation issued pursuant to any federal or state securities law. (vii) The statements made in the Time of Sale Information and the Prospectus under the captions “Description of the Notes” and “Description of Debt Securities” (including, in the case of the Time of Sale Information, the information set forth in the pricing term sheet listed on Annex B hereto), insofar as they purport to constitute summaries of certain terms of the Securities and the Indenture referred to therein, constitute accurate summaries of such terms in all material respects. (viii) The Registration Statement has become effective under the Act, and the Prospectus was filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission under the Act; and, to such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or threatened by the Commission. (d) You shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) received a letter of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement dateDate, to the effect that: (i) each of the Registration Statement, as applicableof the date it first became effective under the Act, and addressed the Prospectus, as of the date of this Agreement, appeared, on its face, to be appropriately responsive, in all material respects, to the Representativerequirements of the Act and the applicable rules and regulations of the Commission thereunder, except that in each case such counsel shall express no view with respect to the financial statements or other financial, accounting or statistical data contained in, incorporated or deemed incorporated by reference in, or omitted from the Registration Statement, the Prospectus or the Incorporated Documents; and (ii) nothing has come to such counsel’s attention that has caused it to believe that (A) the Registration Statement (including the Incorporated Documents and the Prospectus deemed to be a part thereof), as of the date of this Agreement, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, (B) the Time of Sale Information (including the Incorporated Documents), as of the time of the pricing of the offering of the Securities on the date of this Agreement, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (C) that the Prospectus (including the Incorporated Documents), as of the date of this Agreement or as of the Closing Date, contained or contains any untrue statement of a form reasonably acceptable material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that in each case such counsel shall express no belief in any of clauses (A), (B) or (C) above with respect to the Representativefinancial statements or other financial, accounting or statistical data contained in, incorporated by reference in, or omitted from the Registration Statement, the Time of Sale of Information, the Prospectus or the Incorporated Documents. (de) The Representative You shall have received from Dxxxx Xxxx Cravath, Swaine & Wxxxxxxx Xxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the RepresentativeDate, with respect to the issuance and sale incorporation of the Offered Company, the validity of the Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative you may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (ef) The Company You shall have furnished to the Representative received a certificate of the CompanyChairman, signed by its the Chief Executive Officer and Officer, any Vice Chairman, any Executive Vice President, the principal financial Chief Financial Officer, the Chief Accounting Officer, the Corporate Treasurer or accounting officer of the Companyany Managing Director, dated the Closing Date, and any settlement date, as applicablein which such officer, to the effect best of his or her knowledge after reasonable investigation, shall state that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and correct, that the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) the Closing Date, that no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose or pursuant to Section 8A under the Act have been instituted or, to the Company’s best of his or her knowledge, threatened; and (iii) since are contemplated by the Commission, and that, subsequent to the date of the most recent financial statements included in the Statutory Prospectus Time of Sale Information and the Prospectus (exclusive of any supplement thereto)Prospectus, there has been no Material Adverse Effect, material adverse change in the financial position or results of operations of the Company and its subsidiaries except as set forth in or contemplated in the Statutory Prospectus Time of Sale Information and the Prospectus (exclusive of any supplement thereto). (f) The Company shall have requested and caused Mxxxxx to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, or as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicable, described in form and substance satisfactory to the Representativesuch certificate. (g) Subsequent You shall have received letters of PricewaterhouseCoopers LLP, dated [] and the Closing Date, confirming that they are independent public accountants within the meaning of the Act and the Rules and Regulations, and stating in effect that (i) in their opinion the financial statements and schedules examined by them and included in the Time of Sale Information and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act and the Rules and Regulations, (ii) on the basis of a reading of the latest available interim financial statements of the Company, inquiries of officials of the Company responsible for financial and accounting matters and other specified procedures, nothing came to their attention that caused them to believe that (A) the unaudited financial statements in the Time of Sale Information and the Prospectus, if any, do not comply as to form in all material respects with the applicable accounting requirements of the Act and the Rules and Regulations, or are not stated on a basis substantially consistent with that of the audited financial statements included in the Time of Sale Information and the Prospectus, (B) at the date of the latest available balance sheet read by such accountants, or at a subsequent specified date not more than five days prior to such Closing Date, there was any change in the common stock, preferred stock or long-term debt of the Company and its consolidated subsidiaries or any decrease (other than as occasioned by the declaration of regular dividends) in consolidated stockholders’ equity of the Company and its consolidated subsidiaries as compared with amounts shown on the latest audited annual or unaudited quarterly (whichever the case may be) balance sheet included in the Time of Sale Information and the Prospectus or (C) for the period from the date of the latest audited income statement included in the Time of Sale Information and the Prospectus to the Execution Time ordate of the latest available income statement read by such accountants there were any decreases, if earlieras compared with the corresponding period of the previous year, the dates as of which information is given in the Registration Statement consolidated net income of the Company and its subsidiaries on a consolidated basis, except in all instances for changes or decreases set forth in such letter or which the Time of Sale Information and the Prospectus discloses have occurred or may occur, and (exclusive iii) they have compared certain agreed dollar amounts (or percentages derived from such dollar amounts) and other financial information (and ratios) included in the Time of any amendment thereof), the Statutory Prospectus Sale Information and the Prospectus (exclusive to the extent that such dollar amounts, percentages and other financial information are derived from the general accounting records of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred Company and its subsidiaries subject to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects internal controls of the Company’s accounting system or are derived directly from such records by analysis or computation) with the results obtained from inquiries, whether or not arising from transactions a reading of such general accounting records and other procedures specified in the ordinary course of businesssuch letter, and have found such dollar amounts, percentages and other financial information to be in agreement with such results, except as set forth otherwise specified in or contemplated such letter. For purposes of this subsection, “Prospectus” shall mean the prospectus as amended and supplemented on the date of such letter. All financial statements included in material incorporated by reference into the Prospectus shall be deemed included in the Statutory Prospectus and the Prospectus (exclusive for purposes of any supplement thereto) the effect this subsection. The Company will furnish you with such conformed copies of whichsuch opinions, in any case referred to in clause (i) or (ii) abovecertificates, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (h) Prior to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative such further information, certificates letters and documents as the Representative may you reasonably request. (i) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (j) The Offered Securities shall be duly listed subject to notice of issuance on the New York Stock Exchange, satisfactory evidence of which shall have been provided to the Representative. (k) On the date hereof, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement. (l) At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectus. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, at 18/F, the Hong Kong Club Building, 3A Chater Road, Hong Kong, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicable.

Conditions of the Obligations of the Underwriters. The obligations obligation of the Underwriters to purchase subscribe and pay for the Firm Securities and the Optional Securities, as the case may be, shall Notes will be subject to the accuracy of the representations and warranties on the part of the Company contained herein as each of the Execution TimeIssuer, the Closing Date Bank, the Receivables Trustee and any settlement date pursuant to Section 4 hereofthe MTN Issuer herein, to the accuracy of the statements of officer's of each of the Company Issuer, the Bank, the Receivables Trustee and the MTN Issuer made in any certificates pursuant to the provisions hereof, to the performance by each of the Company Issuer, the Bank, the Receivables Trustee and the MTN Issuer of its obligations hereunder and to the following additional conditionsconditions precedent: (a) 6.1 On or prior to the date of this Agreement and on or prior to the Closing Date, you shall have received letters, dated the date of this Agreement and the Closing Date, respectively, of PricewaterhouseCoopers LLP, all addressed to the Underwriters confirming that they are independent public accountant's within the meaning of the Act and the applicable published Rules and Regulations thereunder, substantially in the form heretofore agreed to and otherwise in form and in substance satisfactory to you and your counsel. 6.2 The Prospectus, and any supplement thereto, Prospectus shall have been filed with the Commission in accordance with the manner Rules and within Regulations and Section 5.1.1 of this Agreement; and, prior to the time period required by Rule 424(b); and Closing Date, no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused White & Case LLP, counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (c) The Company shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLP, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (d) The Representative shall have received from Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, with respect to the issuance and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to the Representative a certificate of the Company, signed by its Chief Executive Officer and the principal financial or accounting officer of the Company, dated the Closing Date, and any settlement date, as applicable, to the effect that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date knowledge of the most recent financial statements included in Issuer, the Statutory Prospectus and Bank or you, shall be contemplated by the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto)Commission. (f) The Company shall have requested and caused Mxxxxx to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicable, in form and substance satisfactory to the Representative. (g) 6.3 Subsequent to the Execution Time or, if earlier, the dates as execution and delivery of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto)this Agreement, there shall not have been occurred (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting particularly the earnings, business, management, properties, assets, rights, operations, condition (financial business or otherwise) or prospects properties of the CompanyIssuer, whether the MTN Issuer, the Receivables Trustee or not arising from transactions the Bank which, in your judgment, materially impairs the investment quality of the Notes; (ii) any downgrading in the ordinary course rating of businessany debt securities of or guaranteed by the Bank or any debt securities the payments of which are dependent on payments on the Receivables by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), except as set forth or any public announcement that any such organization has under surveillance or review its rating of any such debt securities (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating), (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or contemplated the London Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of Barclays PLC or Barclays Bank PLC on any exchange or in the Statutory Prospectus and over-the-counter market; (iv) any banking moratorium declared by English, United States Federal or New York authorities; (v) any material disruption in commercial banking securities settlement or clearance services; or (vi) any outbreak or escalation of major hostilities in which the Prospectus (exclusive United States or Great Britain is involved, any declaration of war by Congress or any supplement thereto) other substantial national or international calamity or emergency if, in your judgment, the effect of whichany such outbreak, in any case referred to in clause (i) escalation, declaration, calamity or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make emergency makes it impractical or inadvisable to proceed with the offering or delivery completion of the Offered Securities as contemplated by issuance of and subscription for and payment for the Registration Statement (exclusive of any amendment thereof)Notes. 6.4 You shall have received legal opinions dated the Closing Date: 6.4.1 addressed to the Underwriters from Weil, Gotshal & Manges; 6.4.2 addressed to the Underwriters, the Statutory Prospectus Note Trustex, xxx Issuer, the Receivables Trustee, the MTN Issuer and the Prospectus (exclusive of any supplement thereto)Bank, from Clifford Chance LLP; 6.4.3 addressed to the Uxxxxxxxxers, the Note Trustee, the Issuer, the Receivables Trustee, the MTN Issuer and the Bank, from Bedell Cristin; 6.4.4 addressed to the Underwxxxxxx, xxx Xxxx Xxxxxxx, xxx Issuer, the Receivables Trustee, the MTN Issuer and the Bank, from Maclay Murray & Spens; and 6.4.5 addressed to xxx Xxxxxxxxxxxx, xxx Xxxx Trustee, the Issuer, the Receivables Trustee, the MTN Issuer and the Bank, from Tughan & Co; such legal opinions being in substxxxxxxly the agreed form. (h) Prior to 6.5 You shall have received closing certificates dated the Closing Date, addressed to the Underwriters and signed by a director or other duly authorised person on behalf of each of the Issuer, the Receivables Trustee, the MTN Issuer and the Bank, as appropriate, each such certificate being in substantially the same agreed form. 6.6 You shall have received an incumbency certificate addressed to the Underwriters and signed by a director or other duly authorised person on behalf of the Issuer, the Receivables Trustee, the MTN Issuer and the Bank, each such certificate being in substantially the agreed form. 6.7 You shall have received confirmation on or before the Closing Date, that the UK Listing Authority has approved the Prospectus, and from the London Stock Exchange that the Notes have, subject to the execution, authentication and delivery of the Notes, been admitted to trading. 6.8 You shall have received the Memorandum and Articles of Association of each of the Issuer, the Bank, the MTN Issuer and the Receivables Trustee. 6.9 You shall have received certified copies of the resolution of the Board of Directors of the Issuer and any settlement dateduly authorised committees thereof, as applicable, the Company shall have furnished to the Representative such further information, certificates approving and documents as the Representative may reasonably request.authorizing (ia) FINRA shall not have raised any objection with respect to the fairness or reasonableness execution and delivery of this Agreement and the underwriting or other arrangements Issuer Related Transaction Documents, (b) the entry into and performance of the transactions contemplated herebyby this Agreement and the other Issuer Related Transaction Documents, and (c) the issue of the Notes. (j) The Offered Securities shall be duly listed subject to notice of issuance on the New York Stock Exchange, satisfactory evidence of which 6.10 You shall have been provided to the Representative. (k) On the date hereof, the Company shall have delivered to the Representative executed received certified copies of the Trust Agreement, resolution of the Warrant Agreement, Board of Directors of the Founder’s Purchase Agreement, Bank together with evidence of appropriate delegated authority evidencing the Warrant Subscription Agreement, approval and authorisation of the Insider Letter, the Registration Rights execution and delivery of this Agreement and the Administrative Services Agreementother Bank Related Transaction Documents and the entry into and performance of the transactions contemplated by this Agreement and the other Bank Related Transaction Documents. (l) At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company 6.11 You shall have caused the required proceeds from the sale received certified copies of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product resolutions of the number Board of Units issued in Directors of the Offering as MTN Issuer and any duly authorised committees thereof, authorizing (a) the execution and delivery of such Closing Date or such settlement datethis Agreement and the other MTN Issuer Related Transaction Documents, as applicable(b) the entry into and performance of the transactions contemplated by this Agreement and the other MTN Issuer Related Transaction Documents, and (c) the public offering price per Unit as set forth on the cover issue of the ProspectusSeries 05-4 MTN Certificate. (m) No order preventing or suspending the sale 6.12 You shall have received certified copies of the Units in any jurisdiction designated resolutions of the Board of Directors of the Receivables Trustee approving and authorizing the execution and delivery of this Agreement and the other Receivables Trustee Related Transaction Documents and the entry into and the performance of the transactions contemplated by this Agreement and the Representative pursuant to Section 6(ii) hereof other Receivables Trustee Related Transaction Documents. 6.13 You shall have been issued as of received a solvency certificate dated the Closing Date, addressed to the Underwriters and no proceedings for that purpose signed by a duly authorised person on behalf of each of the Bank, the MTN Issuer, the Receivables Trustee and the Issuer, each such certificate being substantially in the agreed form. 6.14 You shall have been instituted or shall have been threatened. If any received evidence, satisfactory to you and your counsel, of the conditions specified in this Section 7 shall not have been fulfilled when execution and as provided in this Agreement, delivery on or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, before the Closing Date by all parties thereto of the Representative. Notice Issuer Related Transaction Documents, the Bank Related Transaction Documents, the Receivables Trustee Related Transaction Documents and the MTN Issuer Related Transaction Documents, the same being substantially the respective agreed forms. 6.15 On or before the Closing Date, receipt by the Representative of such cancellation shall be given confirmation from the Issuer that it has borrowed from the Bank under the Expenses Loan Agreement an amount sufficient (when aggregated with the net proceeds of the issue of the Notes) (i) to subscribe and pay for the Company in writing or Series 05-4 MTN Certificate issued by telephone or facsimile confirmed in writing. The documents required the MTN Issuer and (ii) to be delivered by this Section 7 shall be delivered electronically, or if by mail, at meet any other payment obligations of the office of Dxxxx Xxxx & Wxxxxxxx LLP, counsel for Issuer to the Underwriters, at 18/For any of them. 6.16 You shall have received evidence, satisfactory to you and your counsel, of the MTN Issuer and, where necessary, the Hong Kong Club Building, 3A Chater Road, Hong Kong, unless otherwise indicated herein, on Issuer having taken all necessary steps for the Closing Date and any settlement date, as applicable.issue of the Series 05-4

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities Shares on the First Closing Date and the Optional Securities, as Option Shares on the case may be, Second Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein set forth as of the Execution Time, date hereof and as of the First Closing Date and any settlement date pursuant to Section 4 hereofor the Second Closing Date, as the case may be, to the accuracy of the statements of officers of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its their respective obligations hereunder hereunder, and to the following additional conditions: (a) The ProspectusPrior to the First Closing Date or the Second Closing Date, and any supplement theretoas the case may be, have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatenedshall be pending or, to the knowledge of the Company or the Representatives, shall be threatened by the Commission. If the Company has elected to rely upon Rule 430B, the information concerning the public offering price of the Shares and price-related information, and such other information omitted from the preliminary prospectus in reliance on Rule 430B, shall have been transmitted to the Commission for filing pursuant to Rule 424(b) in the manner and within the prescribed time period (without reliance on Rule 424(b)(8)) (or a post-effective amendment providing such information shall have been filed and declared effective in accordance with the requirements of Rules 430B and 424(b)). (b) The Company Shares shall have requested been qualified for sale under any applicable blue sky laws of such jurisdictions as shall have been specified by the Representatives. (c) The legality and caused White sufficiency of the authorization, issuance and sale or transfer and sale of the Shares hereunder, the validity and form of the Shares, the execution and delivery of this Agreement and all corporate proceedings and other legal matters incident thereto, and the form of the Registration Statement, the Disclosure Package, any Issuer Limited Use Free Writing Prospectus and the Prospectus (except financial statements) shall have been approved by counsel for the Underwriters exercising reasonable judgment. (d) The Representatives shall not have advised the Company that the Registration Statement, the Disclosure Package, any Issuer Limited Use Free Writing Prospectus, when considered together with the Disclosure Package, or the Prospectus or any amendment or supplement thereto, contains an untrue statement of fact, which, in the opinion of counsel for the Underwriters, is material or omits to state a fact which, in the opinion of such counsel, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any change, or any development involving a prospective change, that materially and adversely affects particularly the business or operations of the Company or its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, which, in the reasonable judgment of the Representatives, makes it impractical or inadvisable to proceed with the Offering as contemplated hereby. (f) There shall have been furnished to the Representatives, on the First Closing Date or the Second Closing Date, as the case may be, except as otherwise expressly provided below: (A) An opinion or opinions of Bass, Xxxxx & Case LLPXxxx PLC, counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the RepresentativeUnderwriters and dated the First Closing Date or the Second Closing Date, as the case may be, in a form and substance reasonably acceptable satisfactory to the Representative. Underwriters; and (cB) The Company shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLP, Cayman Islands counsel for the Company, to have furnished an opinion or opinions of special counsels to the Representative its opinions dated subsidiaries of the Closing Date Company organized under the laws of California, Maryland and any settlement dateNew York, as applicablerespectively, and covering certain state law matters with respect to such subsidiaries addressed to the RepresentativeUnderwriters and dated the First Closing Date or the Second Closing Date, as the case may be, in a form and substance reasonably acceptable satisfactory to the Representative.Underwriters; (dii) The Representative shall have received from Dxxxx Xxxx & Wxxxxxxx Such opinion or opinions of Sidley Austin LLP, counsel for the Underwriters, such opinion or opinions, dated the First Closing Date and any settlement dateor the Second Closing Date, as applicable, and addressed to the Representativecase may be, with respect to the issuance and sale existence of the Offered SecuritiesCompany, the validity of the Shares, the Registration Statement, the Statutory Prospectus, Disclosure Package and the Prospectus (together with any supplement thereto) and other related matters as the Representative Representatives may reasonably require, and the Company shall have furnished to such counsel such documents and shall have exhibited to them such papers and records as they reasonably request for the purpose of enabling them to pass upon such matters. (eiii) The Company shall have furnished to the Representative a A certificate of the Company, signed by its Chief Executive Officer chief executive officer and the principal financial or accounting officer of the Company, dated the First Closing Date or the Second Closing Date, and any settlement date, as applicablethe case may be, to the effect that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i1) the representations and warranties of the Company set forth in Section 2 of this Agreement are true and correct on as of the date of this Agreement and as of such date with the same effect First Closing Date or the Second Closing Date, as if made on such date the case may be, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such dateClosing Date; (ii2) the Commission has not issued an order preventing or suspending the use of the Prospectus or any preliminary prospectus filed as a part of the Registration Statement or any amendment thereto; no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued issued; and to the knowledge of the respective signers, no proceedings for that purpose have been instituted or, to or are pending or threatened by the Company’s knowledge, threatenedCommission; and (iii3) since subsequent to the date of the most recent financial statements included or incorporated by reference in the Statutory Prospectus Registration Statement and the Prospectus (exclusive of any supplement thereto)Prospectus, there has been no Material Adverse Effect, and except as set forth in or contemplated in the Statutory Prospectus and the Prospectus Prospectus, (exclusive of any supplement thereto). (fA) The Company shall have requested and caused Mxxxxx to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as none of the Execution Time Company and as of the Closing Date and its consolidated subsidiaries has incurred any settlement datematerial liabilities or obligations, as applicable, in form and substance satisfactory to the Representative. (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change direct or decrease specified in the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any changecontingent, or entered into any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or material transactions not arising from transactions in the ordinary course of business, except and (B) there has not been any change that has had or would reasonably be expected to have a Material Adverse Effect or any material change in their short-term debt or long-term debt. The delivery of the certificate provided for in this subparagraph shall be and constitute a representation and warranty of the Company and not of the individual signing officers as to the facts required in the immediately foregoing clauses (1), (2) and (3) to be set forth in said certificate. (iv) On the date hereof and also on the First Closing Date or contemplated the Second Closing Date, as the case may be, there shall be delivered to the Representatives a letter addressed to them, as Representatives of the Underwriters, from Ernst & Young LLP, an independent registered public accounting firm, dated as of such date, in form and substance reasonably satisfactory to the Underwriters. There shall not have been any material change or decrease specified in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case letters referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make this subparagraph which makes it impractical or inadvisable in the reasonable judgment of the Representatives to proceed with the offering Offering or delivery purchase of the Offered Securities Shares as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (h) Prior to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. (i) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (j) The Offered Securities shall be duly listed subject to notice of issuance on the New York Stock Exchange, satisfactory evidence of which shall have been provided to the Representative. (kv) On the date hereofhereof and also on the First Closing Date or the Second Closing Date, as the Company case may be, there shall have be delivered to the Representative executed copies Representatives a letter addressed to them, as Representatives of the Trust AgreementUnderwriters, the Warrant Agreementfrom Xxxxxxxxx Black Xxxxxx & Xxxx, the Founder’s Purchase AgreementPC, the Warrant Subscription Agreementan independent registered public accounting firm, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement. (l) At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account dated as of such Closing Date or such settlement date, as applicable, shall equal in form and substance reasonably satisfactory to the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectus. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatenedUnderwriters. If any of the conditions specified in this Section 7 There shall not have been fulfilled when and as provided any material change or decrease specified in the letters referred to in this Agreement, subparagraph which makes it impractical or if any inadvisable in the reasonable judgment of the opinions Representatives to proceed with the Offering or purchase of the Shares as contemplated hereby. (vi) A certificate of the chief executive officer and the principal financial officer of the Company, dated the First Closing Date or the Second Closing Date, as the case may be, regarding certain statistical or financial figures included or incorporated by reference in the Prospectus which any Representative may reasonably request and which have not been otherwise verified by the letters referred to in clauses (iv) and (v) above, such verification to include the provision of documentary evidence supporting any such statistical or financial figure. (vii) Such further certificates mentioned above or elsewhere and documents as any Representative may reasonably request. All such opinions, certificates, letters and documents shall be in this Agreement shall not be reasonably compliance with the provisions hereof only if they are satisfactory in form and substance to the Representative Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxx & Wxxxxxxx Sidley Austin LLP, counsel for the Underwriters, which approval shall not be unreasonably withheld. The Company shall furnish the Representatives with such manually signed or conformed copies of such opinions, certificates, letters and documents as the Representatives request. If any condition to the Underwriters’ obligations hereunder to be satisfied prior to or at 18/Fthe First Closing Date is not so satisfied, this Agreement at the Hong Kong Club Building, 3A Chater Road, Hong Kong, unless otherwise indicated herein, election of the Representatives will terminate upon written notification to the Company without liability on the Closing Date part of any Underwriter or the Company, except for the expenses to be paid or reimbursed by the Company pursuant to Sections 7 and any settlement date, as applicable9 hereof and except to the extent provided in Section 11 hereof.

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Offered Securities and the Optional Securities, as the case may be, shall will be subject to the accuracy of the representations and warranties on the part of the Company contained Republic and the Seller herein on and as of the Execution Time, date of the Terms Agreement and the Closing Date and any settlement date pursuant to Section 4 hereofDate, to the accuracy of the statements of the Company Republic, the Seller and their officers, as applicable, made in any certificates pursuant to the provisions hereof, to the performance by the Company Republic and the Seller of its obligations their obligations, as applicable, hereunder and to the following additional conditionsconditions precedent: (a) The ProspectusAll representations and warranties and other statements of the Republic and the Seller contained in the Terms Agreement (including the provisions of this Agreement) were at the applicable Time of Sale, are now, and any supplement theretoat all times from the date of the Terms Agreement to the Closing Date will be, true and correct in all material respects (except for those representations, warranties and statements which are by their terms subject to materiality, in which case such representations, warranties or statements shall be true and correct in accordance with their terms). (b) The Prospectus as amended or supplemented with respect to the Offered Securities shall have been filed in with the manner and Commission pursuant to Rule 424(b) within the applicable time period required prescribed for such filing by Rule 424(b)the rules and regulations of the Commission under the Act and in accordance with Section 5(a) hereof; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use part thereof shall have been issued and no proceedings proceeding for that purpose shall have been instituted initiated or threatened. (b) The Company threatened by the Commission; and all requests for additional information on the part of the Commission shall have requested and caused White & Case LLP, counsel for the Company, been complied with to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representativeyour reasonable satisfaction. (c) The Company On the Closing Date, your United States counsel shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLP, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (d) The Representative shall have received from Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, you such written opinion or opinions, dated the Closing Date and any settlement dateDate, as applicableyou may reasonably request, and addressed to the Representative, with respect to the issuance such counsel shall have received such papers and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters information as the Representative they may reasonably require, and the Company shall have furnished request to such counsel such documents as they request for the purpose of enabling enable them to pass upon such matters. In rendering such opinion or opinions, such counsel may state that their opinion is limited to the Federal laws of the United States and the laws of the State of New York and may rely as to all matters of Panamanian law upon the opinions referred to in paragraphs (d) and (e) of this Section 8. (ed) The Company On the Closing Date, your Panamanian counsel shall have furnished to the Representative a certificate of the Company, signed by its Chief Executive Officer and the principal financial you such written opinion or accounting officer of the Companyopinions, dated the Closing Date, as you may reasonably request, and any settlement datesuch counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In rendering such opinion or opinions, such counsel may state that their opinion is limited to matters of Panamanian law and may rely as applicableto all matters of United States Federal and New York law upon the opinions referred to in paragraph (c) and (f) of this Section 8. (e) On the Closing Date, the Panamanian counsel to the Republic and the Seller shall have furnished to you his or her written opinion, dated the date of delivery thereof, in form and substance satisfactory to you, addressing the matters set forth in Annex I attached hereto. In rendering such opinion, such counsel may state that his or her opinion is limited to matters of Panamanian law and may rely as to all matters of United States Federal and New York law upon the opinion referred to in paragraph (f) of this Section 8. (f) On the Closing Date, United States counsel for the Republic and the Seller shall have furnished to you their written opinion, dated the Closing Date, in form and substance satisfactory to you, addressing the matters set forth in Annex II attached hereto. In rendering such opinion, such counsel may state that their opinion is limited to the Federal laws of the United States and the laws of the State of New York and may rely as to all matters of Panamanian law upon the opinion referred to in paragraph (e) of this Section 8. (g) The Republic and the Seller shall have furnished to you a certificate in English, dated the Closing Date, of the Minister or Vice Minister of Economy and Finance, in which such official shall state that, to the effect that the signers best of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment his or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: her knowledge after reasonable investigation: (i) the representations and warranties of the Company Republic in this Agreement are true and correct on and as of such date in all material respects with the same effect as if though such representations and warranties had been made on at and as of the Closing Date (other than such representations and warranties which are made as of a specified date and other than the Company date of the Terms Agreement, the Time of Sale or the Closing Date), (ii) the Republic has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date;the Closing Date and (iii) no proceeding has been initiated, or to the best of his or her knowledge threatened, to restrain or enjoin the sale or delivery of the Offered Securities or in any manner to question the laws, proceedings, directives, resolutions, approvals, consents or orders under which the Offered Securities are being sold or to question the validity of the Offered Securities and none of said laws, proceedings, directives, resolutions, approvals, consents or orders has been repealed, revoked or rescinded in whole or in relevant part. (iih) no Subsequent to the execution and delivery of the Terms Agreement and on or prior to the Closing Date there shall not have occurred any of the following: (A) a suspension or material limitation in trading in securities generally on any of the New York Stock Exchange, the London Stock Exchange or the Luxembourg Stock Exchange; (B) trading of any securities of or guaranteed by the Republic shall have been formally suspended or limited on any international exchange; (C) a general moratorium on commercial banking activities in New York, London or the Republic declared by either United States or New York State authorities or authorities of London or the Republic, respectively; (D) the outbreak or escalation of hostilities involving the United States or the Republic or the declaration by the United States or the Republic of a national emergency or war; (E) the filing of any action or institution of any proceeding by any person or entity against the Republic or any of its property if the effect of any such event specified in clauses (A), (B), (C), (D) or (E) in your judgment makes it impracticable or inadvisable to proceed with the offer, sale or delivery of the Offered Securities on the terms and in the manner contemplated by the Prospectus (as amended or supplemented); or (F) the occurrence of any material adverse change in the existing financial, political or economic conditions in the United States, the Republic or elsewhere which in your sole judgment would materially and adversely affect the international financial markets or the market for the Offered Securities. (i) The Minister or Vice Minister of Economy and Finance shall have furnished to you a certificate in English, dated the Closing Date, in the form of Annex III to the effect that as of its effective date, the Registration Statement and any further amendment thereto made by the Republic did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading; that, as of its date, the Prospectus and any further amendment or supplement thereto made by the Republic did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; that all statistical information in the Registration Statement and the Prospectus and any further amendment or supplement thereto is presented on a basis consistent with public official documents of the Republic; and that, as of the date of such certificate, neither the Registration Statement nor the Prospectus or any further amendment or supplement thereto made by the Republic contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the foregoing certification shall not apply to statements in or omissions from the Registration Statement or the Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with information furnished to the Republic in writing by any Underwriter through the Representatives, if any, expressly for use in the Registration Statement or the Prospectus or any amendment or supplement thereto. (j) No stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use such registration statements has been issued and no proceedings proceeding for that purpose have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in initiated or contemplated in threatened by the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto)Commission. (fk) The Company shall have requested and caused Mxxxxx to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as U.S. dollar-denominated long-term external debt of the Execution Time and as of Republic, including the Closing Date and any settlement dateOffered Securities, as applicable, will be rated at least the ratings indicated in form and substance satisfactory to the Representative. (g) Subsequent to Terms Agreement by the Execution Time orrating agencies, if earlierany, the dates as of which information is given listed in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus Terms Agreement and the Prospectus (exclusive of any supplement thereto), there shall not have been any public announcement by any “nationally recognized statistical rating organization” (i) any change or decrease specified in the letter or letters referred to in paragraph (gas defined under Section 3(a)(62) of this Section 7 the Securities Exchange Act of 1934 ) that any such organization has under surveillance or (ii) review its rating of any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects debt securities of the CompanyRepublic (other than the announcement with positive implications of a possible upgrading, whether or not arising from transactions in the ordinary course and no implication of businessa possible downgrading, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement theretosuch rating). (hl) Prior to the Closing Date, The Republic and any settlement date, as applicable, the Company Seller shall have furnished to you on the Representative Closing Date such further information, certificates and documents as the Representative you may reasonably request. (i) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (j) The Offered Securities shall be duly listed subject to notice of issuance on the New York Stock Exchange, satisfactory evidence of which shall have been provided to the Representative. (k) On the date hereof, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement. (l) At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectus. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, at 18/F, the Hong Kong Club Building, 3A Chater Road, Hong Kong, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicable.

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities and Units on the Optional Securities, as the case may be, Closing Date shall be subject to the accuracy accuracy, as of the date hereof and as of the Closing Date, of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereofherein, to the performance by the Company of its covenants and obligations hereunder hereunder, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, and to the following additional conditions: (a) The ProspectusRegistration Statement shall have become effective not later than 4:00 P.M., and any supplement theretoColorado time, on the date following the date of this Agreement, or at such later time as shall have been filed consented to in the manner and within the time period required writing by Rule 424(b)you; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use thereof shall have been issued and no proceedings for that purpose shall have been instituted initiated or, to the knowledge of the Company or threatenedany Underwriter, threatened by the Commission, and any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the satisfaction of Underwriters' counsel. (b) The All corporate proceedings by the Company and other legal matters in connection with this Agreement, the form of the Registration Statement and the Prospectus, and the registration, qualification, authorization, issue, sale and delivery of the Units, the Series A Preferred Stock and the Public Warrants shall have requested and caused White & Case LLP, counsel for the Company, been reasonably satisfactory to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicableUnderwriters' counsel, and addressed such counsel shall have been furnished with such papers and information as counsel may reasonably have requested to enable counsel to pass upon the Representative, matters referred to in a form reasonably acceptable to the Representativethis Section. (c) The Company shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLP, Cayman Islands counsel for the Company, to have furnished Subsequent to the Representative its opinions dated the Closing Date execution and any settlement date, as applicable, delivery of this Agreement and addressed prior to the Representative, in a form reasonably acceptable to the Representative. (d) The Representative shall have received from Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, with respect to the issuance and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to the Representative a certificate of the Company, signed by its Chief Executive Officer and the principal financial or accounting officer of the Company, dated the Closing Date, and any settlement date, as applicable, to the effect that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (f) The Company shall have requested and caused Mxxxxx to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicable, in form and substance satisfactory to the Representative. (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) ), earnings, operations, business or business prospects of the Company, whether or not arising Company from transactions in the ordinary course of business, except as that set forth in the Registration Statement or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of Prospectus, which, in any case referred to in clause (i) or (ii) aboveyour sole judgment, is, in the sole judgment of the Representative, so is material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (h) Prior to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. (i) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (j) The Offered Securities shall be duly listed subject to notice of issuance on the New York Stock Exchange, satisfactory evidence of which shall have been provided to the Representative. (k) On the date hereof, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement. (l) At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectus. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, at 18/F, the Hong Kong Club Building, 3A Chater Road, Hong Kong, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicable.adverse

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities, as the case may be, shall Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereofherein, to the accuracy of the statements of officers of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditionsconditions precedent: (a) The ProspectusRepresentatives shall have received a letter (the “Initial Comfort Letter”), dated prior to the date of this Agreement, of PricewaterhouseCoopers LLP in form and any supplement thereto, substance satisfactory to the Representatives and PricewaterhouseCoopers LLP. (b) The Prospectus shall have been filed with the Commission in accordance with the manner Rules and within the time period required by Rule 424(b); Regulations and no Section 5(a) of this Agreement. No stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use part thereof shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or threatenedany Underwriter, shall be contemplated by the Commission. (bc) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as one enterprise which, in the judgment of the Representatives, is material and adverse and makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Offered Securities; (ii) any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company has been placed on negative outlook; (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of a majority in interest of the Underwriters including the Representatives, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market; (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (v) any banking moratorium declared by U.S. Federal or New York authorities; (vi) any major disruption of settlements of securities or clearance services in the United States; or (vii) any attack on, outbreak or escalation of hostilities or acts of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of the Representatives, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Offered Securities. (d) The Company Representatives shall have requested and caused White received an opinion, dated such Closing Date, of Xxxxxx & Case LLPXxxxxx L.L.P., counsel for the Company, that: (i) The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Oklahoma, with corporate power and authority to own its properties and conduct its business as described in the Prospectus. (ii) Each subsidiary of the Company has been duly organized and is in good standing under the laws of the jurisdiction of its organization, with power and authority (corporate and other) to own its property and conduct its business as described in the Prospectus; and the capital stock or similar equity interests of each subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects. (iii) The Offered Securities delivered on such Closing Date have furnished been duly authorized and validly issued, are fully paid and nonassessable and conform to the Representative description thereof contained in the Prospectus; and the stockholders of the Company have no preemptive rights with respect to the Offered Securities. (iv) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement in connection with the issuance or sale of the Offered Securities by the Company, except such as have been obtained and made under the Act and such as may be required under state securities laws. (v) None of the execution, delivery and performance of this Agreement, the issuance and sale of the Offered Securities and compliance with the terms and provisions hereof will result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Company or any subsidiary of the Company or any of their properties, or any agreement or instrument filed or referenced as an exhibit to the Company Filed Documents filed since January 1, 2004 on Forms 10-K and 10-Q, to which the Company or any such subsidiary is party or by which the Company or any such subsidiary is bound or to which any of the properties of the Company or any such subsidiary is subject, or the charter or by-laws (or similar organizational documents) of the Company or any such subsidiary, and the Company has full power and authority to authorize, issue and sell the Offered Securities as contemplated by this Agreement. (vi) Except as disclosed in the Prospectus, there are no pending actions, suits or proceedings against or affecting the Company, any of its subsidiaries or any of their respective properties that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect, or would materially and adversely affect the ability of the Company to perform its obligations under this Agreement, or which are otherwise material in the context of the sale of the Offered Securities; and no such actions, suits or proceedings are threatened or, to such counsel’s knowledge, contemplated. (vii) This Agreement has been duly authorized, executed and delivered by the Company. (viii) The Registration Statement has become effective under the Act, the Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) specified in such opinion on the date specified therein, and, to the best of the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act, and the Registration Statement, as of its effective date and as of the date of this Agreement, and the Prospectus, as of the date of this Agreement, and any amendment or supplement thereto, as of its date, complied as to form in all material respects with the requirements of the Act and the Rules and Regulations; each of the documents incorporated by reference in the Prospectus, at the time it became effective or was filed with the Commission (or the time of filing of an amendment, if so amended), as the case may be, complied as to form in all material respects with the requirements of the Act or Exchange Act, as the case may be, and the Rules and Regulations; the descriptions in the Registration Statement and Prospectus of statutes, legal and governmental proceedings and contracts and other documents are accurate and fairly present the information required to be shown; and such counsel do not know of any legal or governmental proceedings required to be described in the Prospectus which are not described as required or of any contracts or documents of a character required to be described in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement which are not described and filed as required. It is understood and agreed that certain of the opinions dated set forth in paragraphs (i), (ii), (iii), (v) (with respect to conflicts with charters, by-laws or similar organizational documents and with respect to certain of the documents filed as exhibits to the Company Filed Documents) and (vii) (with respect to due authorization) may be given by the Commercial Law Group, P.C., and certain opinions in paragraphs (vi) and (viii) may be given by Xxxxx Xxxx, Esq. In addition, Xxxxxx & Xxxxxx L.L.P. shall state that they have participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants of the Company, general counsel of the Company, representatives of the Underwriters and counsel for the Underwriters, at which conferences the Registration Statement and the Prospectus were discussed. Such counsel shall further state that, although they have made certain additional inquiries and investigations in connection with the preparation of the Registration Statement and the Prospectus, they have not verified, are not passing on and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus or any documents incorporated by reference therein, based on the participation described above in the course of acting as counsel to the Company in this transaction, no information has come to their attention that has caused such counsel to believe that the Registration Statement or the Prospectus, at the date hereof and as of the Closing Date (other than the financial statements and any settlement dateschedules and other financial data and the oil and gas reserve data, in each case contained or incorporated by reference (including the notes thereto and auditor’s report thereon) therein, as applicable, and addressed to which such counsel need not express any comment or belief) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the Representative, in a form reasonably acceptable to the Representativestatements therein not misleading. (ce) The Company shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLP, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (d) The Representative Representatives shall have received from Dxxxx Xxxx Cravath, Swaine & Wxxxxxxx Xxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the such Closing Date and any settlement date, as applicable, and addressed to the RepresentativeDate, with respect to the issuance and sale incorporation of the Company, the validity of the Offered SecuritiesSecurities delivered on such Closing Date, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. In rendering such opinion, Cravath, Swaine & Xxxxx LLP may rely as to the incorporation of the Company and all other matters governed by Oklahoma law upon the opinion of Commercial Law Group, P.C. referred to above. (ef) The Company Representatives shall have furnished to the Representative received a certificate certificate, dated such Closing Date, of the Company, signed by its Chief Executive Officer President or any Vice President and the a principal financial or accounting officer of the Company, dated the Closing Date, and any settlement date, as applicableCompany in which such officers, to the effect best of their knowledge after reasonable investigation, shall state that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and correct, that the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date; (ii) Closing Date, that no stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use part thereof has been issued and no proceedings for that purpose have been instituted oror are contemplated by the Commission and that, subsequent to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto)Prospectus, there has been no Material Adverse Effectmaterial adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole except as set forth in or contemplated in the Statutory Prospectus and by the Prospectus (exclusive of any supplement thereto). (f) The Company shall have requested and caused Mxxxxx to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, or as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicable, described in form and substance satisfactory to the Representativesuch certificate. (g) Subsequent The Representatives shall have received a letter (the “Bring-Down Comfort Letter”), dated such Closing Date, of PricewaterhouseCoopers LLP (i) confirming that they are independent public accountants with respect to the Execution Time Company and its subsidiaries within the meaning of the Act and the applicable Rules and Regulations thereunder, (ii) stating, as of the date of the Bring-Down Comfort Letter (or, if earlier, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Registration Statement (exclusive Statement, as of any amendment thereofa date not more than three business days prior to the date of the Bring-Down Comfort Letter), that the Statutory Prospectus conclusions and findings of such accountants with respect to the Prospectus financial information and other matters covered by the Initial Comfort Letter are accurate, (exclusive of any supplement thereto), there shall not have been (iiii) any change or decrease specified confirming in all material respects the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as conclusions and findings set forth in or contemplated the Initial Comfort Letter and (iv) otherwise in form and substance satisfactory in all respects to the Statutory Prospectus Representatives and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto)PricewaterhouseCoopers LLP. (h) Prior to The Representatives shall have received (i) a copy of the Closing Datecertificate or articles of incorporation, and any settlement including all amendments thereto, of the Company, certified as of a recent date by the Secretary of State of the State of Oklahoma, (ii) a certificate of good standing for the Company, dated as of a recent date, from such Secretary of State and (iii) a certificate, dated as applicableof a recent date, of the Secretary of State of each state in which the Company shall have furnished is qualified to do business as a foreign corporation under the Representative laws of such further information, certificates and documents as the Representative may reasonably requeststate. (i) FINRA The Representatives shall not have raised any objection with respect to the fairness or reasonableness received (i) a copy of the underwriting certificate or other arrangements articles of incorporation (or similar organizational document), including all amendments thereto, of each of the transactions contemplated herebyCompany’s subsidiaries, certified as of a recent date by the Secretary of State of the state in which such subsidiary is organized, (ii) a certificate of good standing for each of the Company’s subsidiaries, certified as of a recent date by the Secretary of State of the state in which such subsidiary is organized, and (iii) a certificate, dated as of a recent date, of the Secretary of State of each state in which each such subsidiary is qualified to do business as a foreign corporation (or similar entity) under the laws of each such state. (j) The Offered Securities shall be duly listed subject to notice of issuance on the New York Stock Exchange, satisfactory evidence of which shall have been provided On or prior to the Representative. (k) On the date hereof, the Company shall have delivered to the Representative executed copies of the Trust this Agreement, the Warrant AgreementRepresentatives shall have received lockup letters from each of Xxxxxx X. XxXxxxxxx and Xxx X. Xxxx. The Company will furnish the Representatives with such conformed copies of such opinions, certificates, letters and documents as the Founder’s Purchase Agreement, Representatives reasonably request. The Representatives may in their sole discretion waive on behalf of the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement. (l) At least one Business Day prior Underwriters compliance with any conditions to the Closing Date or a settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectus. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled athereunder, or at any time prior to, the whether in respect of an Optional Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, at 18/F, the Hong Kong Club Building, 3A Chater Road, Hong Kong, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicableotherwise.

Conditions of the Obligations of the Underwriters. The several obligations of the Underwriters to purchase and pay for the Firm Offered Securities and as provided herein on the Optional Securities, as the case may be, shall be Closing Date are subject to the accuracy satisfaction or waiver, as determined by the Representative in its sole discretion, of the following conditions precedent on or prior to the Closing Date: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have occurred: (i) any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded Holdings or the Company or any of the securities of Holdings, the Company or any of their respective subsidiaries or in the rating outlook for Holdings or the Company by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) under the Exchange Act; and (ii) any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or results of operations of Holdings and its subsidiaries, taken as a whole, from that set forth in the General Disclosure Package as of the date of this Agreement that, in the judgment of the Representative, is material and adverse and that makes it, in the judgment of the Representative, impracticable or inadvisable to proceed with the offer, sale or delivery of the Offered Securities on the terms and in the manner contemplated in the General Disclosure Package or the Final Prospectus. (b) The representations and warranties on the part of the Company and the Guarantors contained herein in this Agreement shall be true and correct on and as of the Execution Time, Applicable Time and on and as of the Closing Date as if made on and any settlement date pursuant to Section 4 hereof, to as of the accuracy of Closing Date; the statements of the Company and the Guarantors’ officers made in any certificates pursuant to any certificate delivered in accordance with the provisions hereofhereof shall be true and correct on and as of the date made and on and as of the Closing Date; the Company and the Guarantors shall have performed all covenants and agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to the Closing Date. (c) The Underwriters shall have received on the Closing Date certificates, dated the Closing Date, signed by the President, Senior Vice President or any Vice President and a principal financial or accounting officer of each of the Company and the Guarantors to the effect set forth in Sections 7(a)(i) and 7(a)(ii), and further to the effect that, to the performance by best of their knowledge and belief, the representations and warranties of the Company and the Guarantors contained in this Agreement were true and correct as of its obligations the Applicable Time and true and correct as of the Closing Date; that the Company and the Guarantors have complied with all of the agreements and satisfied all of the conditions on their part to be performed or satisfied hereunder and to on or before the following additional conditions: (a) The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b)Closing Date; and that no stop order suspending the effectiveness of the Registration Statement or of any notice objecting part thereof shall have been issued and no proceedings for that purpose have been instituted or, to its use their knowledge, are contemplated by the Commission. (d) The Final Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. No stop order suspending the effectiveness of the Registration Statement or of any part thereof shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or threatenedany Underwriter, shall be contemplated by the Commission. (be) The Company Underwriters shall have requested and caused White received from (i) Xxxxxxxx & Case Xxxxxxxx LLP, counsel for the CompanyCompany and the Guarantors, to have furnished to the Representative its opinions their opinion, dated the Closing Date and any settlement dateDate, as applicableto the effect set forth in Annex I hereto, and addressed their negative assurance letter, dated the Closing Date, to the Representativeeffect set forth in Annex II hereto, in a form reasonably acceptable and (ii) Xxxxx Xxxxxxx, General Counsel to Holdings, his opinion, dated the Closing Date, to the Representativeeffect set forth in Annex III hereto. Such opinions and letter shall be rendered to the Underwriters at the request of the Company and shall so state therein. (cf) The Company shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLP, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (d) The Representative Underwriters shall have received from Dxxxx Xxxx Cravath, Swaine & Wxxxxxxx Xxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the RepresentativeDate, with respect to the issuance and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related such matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (eg) The Company On the date hereof, the Underwriters shall have furnished received from Ernst & Young LLP, the independent registered public accounting firm for Holdings, a “comfort letter” dated the date hereof addressed to the Representative a certificate of the Company, signed by its Chief Executive Officer and the principal financial or accounting officer of the Company, dated the Closing Date, and any settlement date, as applicable, to the effect that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (f) The Company shall have requested and caused Mxxxxx to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicableUnderwriters, in form and substance satisfactory to the Representative, covering certain financial information in the General Disclosure Package and other customary matters. In addition, on the Closing Date, the Underwriters shall have received from such accountant a “bring-down comfort letter” dated the Closing Date addressed to the Underwriters, in form and substance satisfactory to the Representative, in the form of the “comfort letter” delivered on the date hereof, except that (i) it shall cover the financial information in the Final Prospectus and any amendment or supplement thereto and (ii) procedures shall be brought down to a date no more than three (3) days prior to the Closing Date. (gh) Subsequent The Company, the Guarantors and the Trustee shall have executed and delivered each Indenture, in form and substance reasonably satisfactory to the Execution Time orUnderwriters, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there Underwriters shall not have been received an executed copy thereof. (i) any change On or decrease specified in before the letter or Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents, letters referred and opinions as they may reasonably require for the purposes of enabling them to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting pass upon the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus issuance and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery sale of the Offered Securities as contemplated by herein, or in order to evidence the Registration Statement (exclusive accuracy of any amendment thereof)of the representations and warranties, or the Statutory Prospectus and the Prospectus (exclusive satisfaction of any supplement thereto). (h) Prior to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. (i) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting conditions or other arrangements of the transactions contemplated herebyagreements, herein contained. (j) The Offered Securities shall be duly listed subject to notice of issuance on the New York Stock Exchange, satisfactory evidence of which Underwriters shall have been provided to the Representative. (k) On received, on the date hereof, a letter dated the date hereof, in form and substance reasonably satisfactory to the Underwriters, from Xxxxxxx Xxxxxxx, Chief Financial Officer of the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement. (l) At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectus. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatenedHoldings. If any of the conditions condition specified in this Section 7 shall is not have been fulfilled satisfied when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not required to be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriterssatisfied, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or terminated by the Representative by notice to the Company at any time on or prior to, to the Closing Date by the Representative. Notice of such cancellation Date, which termination shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, at 18/F, the Hong Kong Club Building, 3A Chater Road, Hong Kong, unless otherwise indicated herein, without liability on the Closing Date part of any party to any party, except that Sections 5(h), 8, 9 and any settlement date, as applicable12 hereof shall at all times be effective and shall survive such termination.

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities, as the case may be, shall Securities to be purchased on each Optional Closing Date are subject to the continuing accuracy of the representations and warranties on the part of the Company contained and the Selling Stockholders herein as of the Execution Timedate hereof, as of the Firm Closing Date, and as of each Optional Closing Date, if any, as if they had been made on and as of such Closing Date, the accuracy on and as of such Closing Date and any settlement date pursuant to Section 4 hereof, to the accuracy of the statements of officers of the Company made in any certificates pursuant to the provisions hereof, to ; the performance by the Company on and as of its obligations hereunder such Closing Date, of their respective covenants and to agreements hereunder; and the following additional conditions: (a) The ProspectusRegistration Statement shall have been declared effective, and any supplement thereto, the Prospectus (containing the information omitted pursuant to Rule 430(A)) shall have been filed in with the manner Commission not later than the Commission's close of business on the second business day following the date hereof or such later time and within date to which the time period required by Rule 424(b); and no Representative shall have consented. No stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use amendment thereto shall have been issued issued, and no proceedings for that purpose shall have been instituted or threatenedthreatened or, to the best knowledge of the Company or the Representative, shall be contemplated by the Commission. The Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representative shall not have advised the Company shall have requested and caused White & Case LLPthat the Registration Statement, counsel for the Companyor any amendment thereto, to have furnished to the Representative its opinions dated the Closing Date and any settlement datecontains an untrue statement of fact which, as applicable, and addressed to in the Representative's opinion, is material, or omits to state a fact which, in a form reasonably acceptable to the Representative.'s opinion, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the Prospectus, or any supplement thereto, contains an untrue statement of fact which, in the Representative's opinion, is material, or omits to state a fact which, in the Representative's opinion, is material and is required to be stated therein or is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (c) The Company shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLPOn or prior to any Closing Date, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (d) The Representative shall have received from Dxxxx Xxxx & Wxxxxxxx LLP, counsel for to the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, opinions with respect to the issuance and sale of the Offered SecuritiesFirm Shares or the Optional Shares, as the case may be, the Registration Statement, the Statutory Prospectus, Statement and the Prospectus (together with any supplement thereto) and such other related matters as the Representative Representatives reasonably may reasonably require, request and the Company such counsel shall have furnished to such counsel received such documents and other information as they request for the purpose of enabling to enable them to pass upon such matters. (d) On any Closing Date, the Representative shall have received the opinions, dated such Closing Date, of counsel to the Selling Stockholder, the Company and Emerson (Hong Kong) Limited, to the effect set forth in Exhibit A attaxxxx xxreto. (e) The Company On or prior to any Closing Date, counsel to the Underwriters shall have been furnished such documents, certificates and opinions as they may reasonably require in order to evidence the accuracy, completeness or satisfaction of any of the representations or warranties of the Company or conditions herein contained. (f) At the time that this Agreement is executed by the Company and the Selling Stockholder, the Representative shall have received from Ernst & Young, LLP a letter as of the date of this Agreement in form and substance satisfactory to the Representative (the "E & Y Original Letter"), and on the First Closing Date and any Optional Closing Date the Representative shall have received from such firm a certificate letter dated such Closing Date, stating that, as of a specified date not earlier than five (5) calendar days prior to such Closing Date, nothing has come to the attention of such firm to suggest that the statements made in the E & Y Original Letter are not true and correct. (g) On any Closing Date, the Representative shall have received a certificate, dated such Closing Date of the Company, signed by its Chief Executive Officer principal executive officer and the principal financial or accounting officer of the Company, dated the Closing Date, and any settlement date, as applicable, Company to the effect that the signers of each such certificate have person has carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment amendments or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, supplements thereto and this Agreement Agreement, and that: (i) the representations and warranties of the Company in this Agreement are true and correct correct, as if made on and as of such date with the same effect as if made on such date Closing Date and the Company has complied complied, in all material respects, with all the agreements and covenants and satisfied all the conditions contained in this Agreement on its part to be performed or satisfied at or prior to such date;Closing Date; and (ii) no No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted or are pending or, to the best knowledge of each such person, are contemplated or threatened under the Act and any and all filings required by Rule 424, Rule 430A and Rule 462(b) have been timely made. References to the Registration Statement and the Prospectus in this paragraph (g) are to such documents as amended and supplemented at the date of the certificate required hereby. (h) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any notice objecting development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company and its Subsidiaries taken as a whole which, in the judgment of the Representative, is material and adverse and makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Offered Securities; (ii) any downgrading in the rating, if any, of any debt securities, if any, of the Company by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its use rating of any debt securities, if any, of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating, if any); (iii) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, the Nasdaq National Market or the American Stock Exchange, or any setting of minimum prices for trading on such exchanges or market, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (iv) any banking moratorium declared by U.S. Federal or New York authorities; (v) any major disruption of settlements of securities or clearance services in the United States or (vi) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of the Representative, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Offered Securities. (i) No order suspending the sale of the Offered Securities in any applicable jurisdiction has been issued on or prior to any Closing Date, and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date best knowledge of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in such persons or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (f) The Company shall have requested and caused Mxxxxx to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicable, in form and substance satisfactory to the Representative. (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects that of the Company, whether have been or not arising from transactions are contemplated. (j) The NASD, upon review of the terms of the public offering of the Offered Securities contemplated hereby, shall have indicated that it has no objection to the underwriting arrangements pertaining to the sale of the Offered Securities and the Underwriters' participation in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery sale of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto)so contemplated. (hk) Prior to The Company and the Closing Date, and any settlement date, as applicable, the Company Selling Stockholder shall have furnished the Representative with such further opinions, letters, certificates or documents as the Representatives or counsel for the Underwriters may reasonably request. All opinions, certificates, letters and documents to be furnished by the Selling Stockholder or the Company will comply with the provisions hereof only if they are reasonably satisfactory in all material respects to the Representative and to counsel for the Underwriters. The Company shall furnish the Representative with manually signed or conformed copies of such further informationopinions, certificates certificates, letters and documents in such quantities as the Representative may reasonably request. (i) FINRA . The certificates delivered under this Section 6 shall not have raised constitute representations, warranties and agreements of the Company or the Selling Stockholder, as the case may be, as to all matters set forth therein as fully and effectively as if such matters had been set forth in Section 2 of this Agreement. If any objection with respect condition to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (j) The Offered Securities shall Underwriters' obligations hereunder to be duly listed subject to notice of issuance on the New York Stock Exchange, satisfactory evidence of which shall have been provided to the Representative. (k) On the date hereof, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement. (l) At least one Business Day satisfied prior to or at either the First Closing Date or a settlement dateany Optional Closing Date is not so satisfied, as applicablethis Agreement, at the Representative's election, will terminate upon notification to the Company without liability on the part of any Underwriter (including the Representative), the Company shall have caused Selling Stockholder or the required proceeds from Company, except for the sale of the Private Placement Warrants Underwriter's expenses to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectus. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated reimbursed by the Representative Selling Stockholder pursuant to Section 6(ii) 5 hereof shall have been issued as of and except to the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as extent provided in this Agreement, or if Section 9 hereof. The Underwriters may in its sole discretion waive compliance with any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance conditions to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, at 18/F, the Hong Kong Club Building, 3A Chater Road, Hong Kong, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicablehereunder.

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities, as the case may be, shall Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereofherein, to the accuracy of the statements of officers of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditionsconditions precedent: (a) The ProspectusRepresentatives shall have received a letter (the “Initial Comfort Letter”), dated prior to the date of this Agreement, of PricewaterhouseCoopers LLP in form and any supplement thereto, substance satisfactory to the Representatives and PricewaterhouseCoopers LLP. (b) The Prospectus shall have been filed with the Commission in accordance with the manner Rules and within the time period required by Rule 424(b); Regulations and no Section 5(a) of this Agreement. No stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use part thereof shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or threatenedany Underwriter, shall be contemplated by the Commission. (bc) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as one enterprise which, in the judgment of the Representatives, is material and adverse and makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Offered Securities; (ii) any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company has been placed on negative outlook; (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of a majority in interest of the Underwriters including the Representatives, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market; (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (v) any banking moratorium declared by U.S. Federal or New York authorities; (vi) any major disruption of settlements of securities or clearance services in the United States; or (vii) any attack on, outbreak or escalation of hostilities or acts of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of the Representatives, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Offered Securities. (d) The Company Representatives shall have requested and caused White received an opinion, dated such Closing Date, of Xxxxxx & Case LLPXxxxxx L.L.P., counsel for the Company, that: (i) The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Oklahoma, with corporate power and authority to own its properties and conduct its business as described in the Prospectus. (ii) Each subsidiary of the Company has been duly organized and is in good standing under the laws of the jurisdiction of its organization, with power and authority [[NYCORP:2535777v10:3639B:09/08/05--09:48 p]] (corporate and other) to own its property and conduct its business as described in the Prospectus; except where the failure to be so qualified would not reasonably be expected to individually or in the aggregate have furnished a Material Adverse Effect; and the capital stock or similar equity interests of each subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects. (iii) The Offered Securities delivered on such Closing Date are convertible into the Underlying Shares of the Company in accordance with their terms; the Underlying Shares initially issuable upon conversion of the Offered Securities delivered on such Closing Date have been duly authorized and reserved for issuance upon such conversion and, when issued upon such conversion, will be validly issued, fully paid and nonassessable; the outstanding shares of common stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and conform to the Representative description thereof contained in the Prospectus; and the stockholders of the Company have no preemptive rights with respect to the Offered Securities or the common stock of the Company. (iv) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement in connection with the issuance or sale of the Offered Securities by the Company, except such as have been obtained and made under the Act and such as may be required under state securities laws. (v) None of the execution, delivery and performance of this Agreement, the issuance and sale of the Offered Securities and compliance with the terms and provisions hereof will result in a breach or violation of any of the terms and provisions of, or constitute a default under, (1) any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Company or any subsidiary of the Company or any of their properties, or (2) any agreement or instrument filed or referenced as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, or to any report on Form 8-K or Form 10-Q filed since December 31, 2004, to which the Company or any such subsidiary is party or by which the Company or any such subsidiary is bound or to which any of the properties of the Company or any such subsidiary is subject, or (3) the charter or by-laws (or similar organizational documents) of the Company or any such subsidiary, and the Company has full power and authority to authorize, issue and sell the Offered Securities as contemplated by this Agreement except in the case of clauses (1) and (2) for such breaches or violations that would not have a Material Adverse Effect. (vi) Except as disclosed in the Prospectus, there are no pending actions, suits or proceedings against or affecting the Company, any of its subsidiaries or any of their respective properties that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect, or would materially and adversely affect the ability of the Company to perform its obligations under this Agreement, or which are otherwise material in the context of the sale of the Offered Securities; and no such actions, suits or proceedings are threatened or, to such counsel’s knowledge, contemplated. (vii) This Agreement has been duly authorized, executed and delivered by the Company. (viii) The Registration Statement has become effective under the Act, the Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) specified in such opinion on the date specified therein, and, to the best of the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been [[NYCORP:2535777v10:3639B:09/08/05--09:48 p]] instituted or are pending or contemplated under the Act, and the Registration Statement, as of its effective date and as of the date of this Agreement, and the Prospectus, as of the date of this Agreement, and any amendment or supplement thereto, as of its date, complied as to form in all material respects with the requirements of the Act and the Rules and Regulations; each of the documents incorporated by reference in the Prospectus, at the time it became effective or was filed with the Commission (or the time of filing of an amendment, if so amended), as the case may be, complied as to form in all material respects with the requirements of the Act or Exchange Act, as the case may be, and the Rules and Regulations; the descriptions in the Registration Statement and Prospectus of statutes, legal and governmental proceedings and contracts and other documents are accurate and fairly present the information required to be shown; and such counsel do not know of any legal or governmental proceedings required to be described in the Prospectus which are not described as required or of any contracts or documents of a character required to be described in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement which are not described and filed as required. It is understood and agreed that certain of the opinions dated set forth in paragraphs (i), (ii), (iii), (v) (with respect to conflicts with charters, by-laws or similar organizational documents and with respect to certain of the documents filed as exhibits to the filings described in such paragraph) and (vii) (with respect to due authorization) may be given by the Commercial Law Group, P.C., and certain opinions in paragraphs (vi) and (viii) may be given by Xxxxx Xxxx, Esq. In addition, Xxxxxx & Xxxxxx L.L.P. shall state that they have participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants of the Company, general counsel of the Company, representatives of the Underwriters and counsel for the Underwriters, at which conferences the Registration Statement and the Prospectus were discussed. Such counsel shall further state that, although they have made certain additional inquiries and investigations in connection with the preparation of the Registration Statement and the Prospectus, they have not verified, are not passing on and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus or any documents incorporated by reference therein, based on the participation described above in the course of acting as counsel to the Company in this transaction, no information has come to their attention that has caused such counsel to believe that the Registration Statement or the Prospectus, at the date hereof and as of the Closing Date (other than the financial statements and any settlement dateschedules and other financial data and the oil and gas reserve data, in each case contained or incorporated by reference (including the notes thereto and auditor’s report thereon) therein, as applicable, and addressed to which such counsel need not express any comment or belief) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the Representative, in a form reasonably acceptable to the Representativestatements therein not misleading. (ce) The Company shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLP, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (d) The Representative Representatives shall have received from Dxxxx Xxxx Cravath, Swaine & Wxxxxxxx Xxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the such Closing Date and any settlement date, as applicable, and addressed to the RepresentativeDate, with respect to the issuance and sale incorporation of the Company, the validity of the Offered SecuritiesSecurities delivered on such Closing Date, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. In rendering such opinion, Cravath, Swaine & Xxxxx LLP may rely as to the incorporation of the Company and all other matters governed by Oklahoma law upon the opinion of Commercial Law Group, P.C. referred to above. (ef) The Company Representatives shall have furnished to the Representative received a certificate certificate, dated such Closing Date, of the Company, signed by its Chief Executive Officer President or any Vice President and the a principal financial or accounting officer of the Company, dated the Closing Date, and any settlement date, as applicableCompany in which such officers, to the effect best of their knowledge after reasonable investigation, shall state that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and correct, that the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date; (ii) Closing Date, that no stop order suspending the [[NYCORP:2535777v10:3639B:09/08/05--09:48 p]] effectiveness of the Registration Statement or of any notice objecting to its use part thereof has been issued and no proceedings for that purpose have been instituted oror are contemplated by the Commission and that, subsequent to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto)Prospectus, there has been no Material Adverse Effectmaterial adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole except as set forth in or contemplated in the Statutory Prospectus and by the Prospectus (exclusive of any supplement thereto). (f) The Company shall have requested and caused Mxxxxx to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, or as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicable, described in form and substance satisfactory to the Representativesuch certificate. (g) Subsequent The Representatives shall have received a letter (the “Bring-Down Comfort Letter”), dated such Closing Date, of PricewaterhouseCoopers LLP (i) confirming that they are independent public accountants with respect to the Execution Time Company and its subsidiaries within the meaning of the Act and the applicable Rules and Regulations thereunder, (ii) stating, as of the date of the Bring-Down Comfort Letter (or, if earlier, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Registration Statement (exclusive Statement, as of any amendment thereofa date not more than three business days prior to the date of the Bring-Down Comfort Letter), that the Statutory Prospectus conclusions and findings of such accountants with respect to the Prospectus financial information and other matters covered by the Initial Comfort Letter are accurate, (exclusive of any supplement thereto), there shall not have been (iiii) any change or decrease specified confirming in all material respects the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as conclusions and findings set forth in or contemplated the Initial Comfort Letter and (iv) otherwise in form and substance satisfactory in all respects to the Statutory Prospectus Representatives and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto)PricewaterhouseCoopers LLP. (h) Prior to The Representatives shall have received (i) a copy of the Closing Datecertificate or articles of incorporation, and any settlement including all amendments thereto, of the Company, certified as of a recent date by the Secretary of State of the State of Oklahoma, (ii) a certificate of good standing for the Company, dated as of a recent date, from such Secretary of State and (iii) a certificate, dated as applicableof a recent date, of the Secretary of State of each state in which the Company shall have furnished is qualified to do business as a foreign corporation under the Representative laws of such further information, certificates and documents as the Representative may reasonably requeststate. (i) FINRA The Representatives shall not have raised any objection with respect to the fairness or reasonableness received (i) a copy of the underwriting certificate or other arrangements articles of incorporation (or similar organizational document), including all amendments thereto, of each of the transactions contemplated herebyCompany’s subsidiaries, certified as of a recent date by the Secretary of State of the state in which such subsidiary is organized, (ii) a certificate of good standing for each of the Company’s subsidiaries, certified as of a recent date by the Secretary of State of the state in which such subsidiary is organized, and (iii) a certificate, dated as of a recent date, of the Secretary of State of each state in which each such subsidiary is qualified to do business as a foreign corporation (or similar entity) under the laws of each such state. (j) The Offered Securities shall be duly listed subject to notice of issuance on the New York Stock Exchange, satisfactory evidence of which shall have been provided On or prior to the Representative. (k) On the date hereof, the Company shall have delivered to the Representative executed copies of the Trust this Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement. (l) At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company Representatives shall have caused the required proceeds received lockup letters from the sale each of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, Xxxxxx X. XxXxxxxxx and the public offering price per Unit as set forth on the cover of the Prospectus. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, at 18/F, the Hong Kong Club Building, 3A Chater Road, Hong Kong, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicable.Xxx X.

Conditions of the Obligations of the Underwriters. The obligations obligation of the Underwriters to purchase and pay for the Firm Securities and the Optional Securities, as the case may be, shall Notes will be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereofeach Transferor herein, to the accuracy of the statements of the Company officers of each Transferor made in any certificates pursuant to the provisions hereof, to the performance by the Company each Transferor of its obligations hereunder and to the following additional conditionsconditions precedent: (a) The ProspectusOn or prior to the Closing Date, and any supplement thereto, have been filed PricewaterhouseCoopers LLP will furnish to the Representatives a letter dated as of the Closing Date substantially in the manner form and within substance of the time period required by Rule 424(b); draft to which the Representatives previously agreed. (b) On the Closing Date, the Registration Statement will be effective and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall post-effective amendment will have been issued and no proceedings for that purpose shall will have been instituted or threatened. (b) The Company shall have requested and caused White & Case LLP, counsel for the Companyor, to have furnished to the Representative its opinions dated knowledge of either Transferor, be contemplated by the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the RepresentativeCommission. (c) The Company shall Representatives will have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLP, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated received as of the Closing Date an officer's certificate signed by the Chairman of the Board, the President, an Executive Vice President, a Vice President, the Treasurer or any Assistant Treasurer, or the Secretary or any Assistant Secretary of each Transferor representing and any settlement datewarranting that, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (d) The Representative shall have received from Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated of the Closing Date and any settlement (except to the extent such certificate relates expressly to another date, in which case they will be true and correct as applicable, and addressed to the Representative, with respect to the issuance and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to the Representative a certificate of the Company, signed by its Chief Executive Officer and the principal financial date or accounting officer of the Company, dated the Closing Date), and any settlement date, as applicable, to the effect that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company such Transferor in this Underwriting Agreement are will be true and correct on and as of in all material respects, that such date with the same effect as if made on such date and the Company Transferor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date; (ii) the Closing Date in all material respects, that no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledgeknowledge of such Transferor, threatenedare contemplated by the Commission, and that neither the Registration Statement nor the Prospectus, as amended or supplemented, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and provided, however, that no such certificate will apply to any statements or omissions made in reliance upon and in conformity with (iiii) since information furnished by an Underwriter through the date of Representatives expressly for use therein or (ii) the most recent financial statements included Derived Information (as defined in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement theretoSection 8 hereof). (fd) The Company shall have requested and caused Mxxxxx to have furnished to Since the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicable, in form and substance satisfactory to the Representative. (g) Subsequent to the Execution Time or, if earlier, the respective dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto)as amended or supplemented, there shall will not have been (i) occurred any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any material adverse change, or any development involving a prospective material adverse change, in or affecting particularly the earnings, business, management, properties, assets, rights, operations, condition (financial business or otherwise) or prospects assets of the CompanyIssuer or either of the Transferors, whether or not arising from transactions any material adverse change in the ordinary course financial position or results or operations of businessthe Issuer or either of the Transferors, except otherwise than as set forth in or contemplated in the Statutory Prospectus, that in any such case makes it impracticable or inadvisable in the Representatives' reasonable judgment to proceed with the public offering or the delivery of the Notes on the terms and in the manner contemplated in the Prospectus as amended or supplemented. (e) Since the respective dates as of which information is given in the Prospectus as amended or supplemented, there will not have occurred any material adverse change, or any development involving a prospective material adverse change, in or affecting particularly the business or assets of Ford Credit and its subsidiaries or Ford Motor Company and its subsidiaries, in each case considered as a whole, or any material adverse change in the financial position or results or operations of Ford Credit and its subsidiaries or Ford Motor Company and its subsidiaries, in each case considered as a whole, otherwise than as set forth or contemplated in the Prospectus as amended or supplemented, that in any such case makes it impracticable or inadvisable in the Representatives' reasonable judgment to proceed with the public offering or the delivery of the Notes on the terms and in the manner contemplated in the Prospectus as amended or supplemented. (f) Subsequent to the execution and delivery of this Underwriting Agreement: (i) (A) there shall not have occurred a declaration of a general moratorium on commercial banking activities by either the Federal or New York State authorities or a material disruption in the securities settlement or clearance systems in the United States, which moratorium or disruption remains in effect and which, in the Representatives' reasonable judgment, substantially impairs the Underwriters' ability to settle the transaction; provided that the exercise of such judgment shall take into account the availability of alternative means for settlement and the likely duration of such moratorium or disruption with the understanding that if the Commission or with respect to a banking moratorium, the Board of Governors of the Federal Reserve System or New York State banking authority, as applicable, has unequivocally stated prior to the Closing Date that the resumption of such systems will occur within 3 business days of the scheduled Closing Date for the Notes, the ability to settle the transaction shall not be deemed to be substantially impaired and (B) the United States shall not have become engaged in hostilities which have resulted in the declaration of a national emergency or a declaration of war, which makes it impracticable or inadvisable, in the Representatives' reasonable judgment, to proceed with the public offering or the delivery of the Notes on the terms and in the manner contemplated in the Prospectus as amended or supplemented or the offering, and (exclusive ii) there shall not have occurred (A) any suspension or limitation on trading in securities generally on the New York Stock Exchange or the National Association of Securities Dealers National Market system, or any setting of minimum prices for trading on such exchange or market system, (B) any suspension of trading of any supplement theretosecurities of Ford Motor Company on any exchange or in the over-the-counter market or (C) any material outbreak or material escalation of hostilities involving the engagement of armed conflict in which the United States is involved or (D) any material adverse change in the general economic, political, legal, tax, regulatory or financial conditions or currency exchange rates in the United States (whether resulting from events within or outside the United States) which, in the Representatives view has caused a substantial deterioration in the price and/or value of the Notes, that in the case of clause (A), (B), (C) or (D), in the mutual reasonable determination of the Representatives and Ford Credit, the effect of which, in any case referred to in clause (i) such event or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make circumstance makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Offered Securities as Notes on the terms and in the manner contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and in the Prospectus (exclusive of any supplement thereto)as amended or supplemented. (hg) Prior Xxxxx X. Xxxxxx, secretary of and counsel to, the Transferors, or other counsel satisfactory to the Closing DateRepresentatives in their reasonable judgment, and any settlement date, as applicable, the Company shall will have furnished to the Representative such further informationRepresentatives, certificates and documents as the Representative may reasonably request. (i) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (j) The Offered Securities shall be duly listed subject to notice of issuance on the New York Stock Exchangeher written opinion, satisfactory evidence of which shall have been provided to the Representative. (k) On the date hereof, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement. (l) At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectus. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof shall have been issued dated as of the Closing Date, in form reasonably satisfactory to the Representatives in their reasonable judgment, to the effect that: (i) FCF Corp has been duly organized and no proceedings for that purpose shall is validly existing and in good standing as a corporation under the Delaware General Corporation Law and is in good standing in each jurisdiction in the United States of America in which the conduct of its business or the ownership of its property requires such qualification. (ii) FCF LLC has been duly organized and is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act and is in good standing in each jurisdiction in the United States of America in which the conduct of its business or the ownership of its property requires such qualification. (iii) FCF Corp has the corporate power and authority to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party under the Delaware General Corporation Law. The execution and delivery of the Transaction document to which it is a party and the consummation of the transaction contemplated thereby have been instituted or shall duly authorized by all requisite action on the part of FCF Corp under the Delaware General Corporation Law. Each of the Transaction Documents to which FCF Corp is a party has been duly executed and delivered by FCF Corp under the Delaware General Corporation Law. (iv) FCF LLC has the limited liability company power and authority to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. The execution and delivery of the Transaction document to which it is a party and the consummation of the transaction contemplated thereby have been threatenedduly authorized by all requisite action on the part of FCF LLC under the Delaware Limited Liability Company Act. If Each of the Transaction Documents to which FCF LLC is a party has been duly executed and delivered by FCF LLC under the Delaware Limited Liability Company Act. (v) The consummation of the transactions contemplated by the Transaction Documents, and the fulfillment of the terms thereof, will not conflict with or result in a breach of any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreementterms or provisions of, or if constitute a default under or result in the creation or imposition of any lien, charge or encumbrance upon any of the opinions and certificates mentioned above property or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance assets of FCF Corp or FCF LLC pursuant to the Representative terms of, any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument known to me under which FCF Corp or FCF LLC is a debtor or guarantor, nor will such action result in any violation of the provisions of the Amended and Restated Certificate of Incorporation or the Bylaws of FCF Corp or the FCF LLC Agreement. The Registration Statement (other than the financial statements and other accounting information contained therein or omitted therefrom, as to which such counsel for may express no opinion), at the time it became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (vi) The Registration Statement (other than the financial statements and other accounting information contained therein or omitted therefrom, as to which such counsel may express no opinion), at the time it became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (vii) The Prospectus (other than the financial statements and the other accounting information contained therein or omitted therefrom and the information contained therein provided by the Underwriters, this Agreement as to which such counsel may express no opinion) on the date thereof did not, and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, at 18/F, the Hong Kong Club Building, 3A Chater Road, Hong Kong, unless otherwise indicated herein, on the Closing Date does not, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (viii) Such counsel does not know of any contract or other document of a character required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Prospectus or required to be described in the Registration Statement or the Prospectus that is not filed or incorporated by reference or described as required. (ix) The Notes and the Transaction Documents conform in all material respects with the descriptions thereof contained in the Registration Statement and the Prospectus. (x) To such counsel's knowledge, there exists no legal or governmental proceedings pending to which either FCF Corp or FCF LLC is a party or of which any settlement dateproperty of either FCF Corp or FCF LLC is the subject, and, to my knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. (xi) To such counsel's knowledge, there exists no legal or governmental proceedings threatened or contemplated by governmental authorities or threatened by others (a) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by the Transaction Documents or (b) seeking adversely to affect the federal income tax attributes of the Notes as described in the Prospectus under the heading "Material Federal Income Tax Consequences." (xii) Immediately prior to the sale or assignment of the Receivables and the Related Security by FCF Corp and FCF LLC to the Trust, FCF Corp and FCF LLC, as applicable, owned the Receivables and the Related Security free and clear of any lien, security interest or charge. The assignment of the Receivables and the Related Security, all documents and instruments relating thereto and all proceeds thereof to the Trust pursuant to the Transfer and Servicing Agreements vests in the Trust all interests that were purported to be conveyed thereby, free and clear or any lien, security interest or charge, except as specifically permitted pursuant to the Transfer and Servicing Agreements or other Transaction Documents. (xiii) No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation of the transactions contemplated in the Transaction Documents, except such as may be required under the Act, the Trust Indenture Act and other federal and state securities laws; filings with respect to the transfer of the Receivables to FCF Corp and FCF LLC pursuant to the Receivables Purchase Agreements and to the Trust pursuant to the Transfer and Servicing Agreements and the grant of a security interest in the Receivables to the Indenture Trustee pursuant to the Indenture; and such other approvals as have been obtained. (xiv) Neither the issuance or sale of the Notes, nor the execution and delivery of the Notes or the Transaction Documents, nor the consummation of any of the other transactions contemplated in the Transaction Documents, by FCF Corp or FCF LLC, as the case may be, will contravene the terms of any material provision of any statute, order or regulation applicable to FCF Corp or FCF LLC, as the case may be, where such contravention could have a material adverse effect on FCF Corp of FCF LLC, as the case may be. Such opinion may be made subject to the qualifications that the enforceability of the terms of the Transaction Documents and the Notes may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors' rights generally and by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law.

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities and on the Optional Securities, as the case may be, shall Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereofherein, to the accuracy of the statements of the Company officers made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditionsconditions precedent: (a) The ProspectusPrior to the Closing Date, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose or pursuant to Section 8A under the Act shall have been instituted or, to the knowledge of the Company or threatenedyou, shall be contemplated by the Commission. (b) The Since the respective dates as of which information is given in the Time of Sale Information and the Prospectus, there shall not have been any change in the consolidated long-term debt of the Company and its subsidiaries (other than changes resulting from the accretion of premium or amortization of debt discount on long-term debt and changes resulting from the issuance of debt securities by the Company that have occurred, and have been disclosed by the Company to the Underwriters, prior to the date hereof), any change in the capital stock of the Company (except for increases in outstanding capital stock that are not material), or any change or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, viewed as a whole, otherwise than as set forth or contemplated in the Time of Sale Information and the Prospectus, the effect of which, in any such case, is, in the judgment of a majority in interest of the Underwriters after discussion with the Company, so material and adverse as to make it impracticable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated in the Time of Sale Information and the Prospectus. (c) You shall have requested and caused White received an opinion letter of Xxxxxxx Xxxxxxx & Case Xxxxxxxx LLP, counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, or such other counsel as applicable, and addressed is acceptable to the Representative, in a form reasonably acceptable including in-house counsel, dated the Closing Date, to the Representativeeffect that: (i) The Company is validly existing and in good standing as a corporation under the law of the State of Delaware, and JPMorgan Chase Bank, National Association is validly existing as a national banking association under the laws of the United States, in each case with full corporate power and authority to conduct its business as described in the Registration Statement, the Time of Sale Information and the Prospectus. (cii) The Securities have been duly authorized and, upon payment and delivery in accordance with this Agreement, the Securities will be validly issued, fully paid and nonassessable. (iii) There are no preemptive rights under federal or New York State law or under the Delaware General Corporation Law to subscribe for or purchase the Securities. There are no preemptive or other rights to subscribe for or purchase any Securities pursuant to the Company’s Certificate of Incorporation or By-laws or any agreement or other instrument filed or incorporated by reference as an exhibit to the Registration Statement. (iv) This Agreement has been duly authorized, executed and delivered by the Company. (v) The issue and sale of the Securities by the Company and the execution, delivery and performance by the Company of this Agreement (1) will not breach or result in a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument governed by federal law or New York law and filed or incorporated by reference as an exhibit to the Registration Statement or any of the Company’s reports filed pursuant to the Exchange Act identified in such opinion (collectively the “Incorporated Documents”), and (2) will not violate the Certificate of Incorporation or By-laws of the Company or any federal or New York State statute or the Delaware General Corporation Law or any rule or regulation that has been issued pursuant to any federal or New York State statute or the Delaware General Corporation Law or any order known to such counsel issued pursuant to any federal or New York State statute or the Delaware General Corporation Law by any federal or New York State court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties or any Delaware State court or governmental agency or body acting pursuant to the Delaware General Corporation Law, except that it is understood that no opinion is given in this paragraph (v) with respect to any federal or state securities law or any rule or regulation issued pursuant to any federal or state securities law. (vi) No consent, approval, authorization or order of, or registration or qualification with, any federal or New York State governmental agency or body or any Delaware State governmental agency or body acting pursuant to the Delaware General Corporation Law or, to such counsel’s knowledge, any federal or New York State court or any Delaware State court acting pursuant to the Delaware General Corporation Law is required for the issue and sale of the Securities by the Company and the execution, delivery and performance by the Company of this Agreement, except that it is understood that no opinion is given in this paragraph (vi) with respect to any federal or state securities law or any rule or regulation issued pursuant to any federal or state securities law. (vii) The statements made in the Time of Sale Information and the Prospectus under the captions “[ ]” and “[ ]” [(including, in the case of the Time of Sale Information, the information set forth in the pricing term sheet listed on Annex B hereto)], insofar as they relate to the Securities and purport to constitute summaries of certain terms of documents referred to therein, constitute accurate summaries of such terms in all material respects. (viii) The Registration Statement has become effective under the Act, and the Prospectus was filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission under the Act; and, to such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or threatened by the Commission. (d) You shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) received a letter of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement dateDate, to the effect that: (i) each of the Registration Statement, as applicableof the date it first became effective under the Act, and addressed the Prospectus, as of the date of this Agreement, appeared, on its face, to be appropriately responsive, in all material respects, to the Representativerequirements of the Act and the applicable rules and regulations of the Commission thereunder, except that in each case such counsel shall express no view with respect to the financial statements or other financial, accounting or statistical data contained in, incorporated or deemed incorporated by reference in, or omitted from the Registration Statement, the Prospectus or the Incorporated Documents; and (ii) nothing has come to such counsel’s attention that has caused it to believe that (A) the Registration Statement (including the Incorporated Documents and the Prospectus deemed to be a part thereof), as of the date of this Agreement, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, (B) the Time of Sale Information (including the Incorporated Documents), as of the time of the pricing of the offering of the Securities on the date of this Agreement, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (C) that the Prospectus (including the Incorporated Documents), as of the date of this Agreement or as of the Closing Date, contained or contains any untrue statement of a form reasonably acceptable material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that in each case such counsel shall express no belief in any of clauses (A), (B) or (C) above with respect to the Representativefinancial statements or other financial, accounting or statistical data contained in, incorporated by reference in, or omitted from the Registration Statement, the Time of Sale of Information, the Prospectus or the Incorporated Documents. (de) The Representative You shall have received from Dxxxx Xxxx Cravath, Swaine & Wxxxxxxx Xxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the RepresentativeDate, with respect to the issuance and sale incorporation of the Offered Company, the validity of the Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative you may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (ef) The Company You shall have furnished to the Representative received a certificate of the CompanyChairman, signed by its the Chief Executive Officer and Officer, any Vice Chairman, any Executive Vice President, the principal financial Chief Financial Officer, the Chief Accounting Officer, the Corporate Treasurer or accounting officer of the Companyany Managing Director, dated the Closing Date, and any settlement date, as applicablein which such officer, to the effect best of his or her knowledge after reasonable investigation, shall state that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and correct, that the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) the Closing Date, that no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose or pursuant to Section 8A under the Act have been instituted or, to the Company’s best of his or her knowledge, threatened; and (iii) since are contemplated by the Commission, and that, subsequent to the date of the most recent financial statements included in the Statutory Prospectus Time of Sale Information and the Prospectus (exclusive of any supplement thereto)Prospectus, there has been no Material Adverse Effect, material adverse change in the financial position or results of operations of the Company and its subsidiaries except as set forth in or contemplated in the Statutory Prospectus Time of Sale Information and the Prospectus (exclusive of any supplement thereto). (f) The Company shall have requested and caused Mxxxxx to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, or as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicable, described in form and substance satisfactory to the Representativesuch certificate. (g) Subsequent You shall have received letters of PricewaterhouseCoopers LLP, dated [] and the Closing Date, confirming that they are independent public accountants within the meaning of the Act and the Rules and Regulations, and stating in effect that (i) in their opinion the financial statements and schedules examined by them and included in the Time of Sale Information and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act and the Rules and Regulations, (ii) on the basis of a reading of the latest available interim financial statements of the Company, inquiries of officials of the Company responsible for financial and accounting matters and other specified procedures, nothing came to their attention that caused them to believe that (A) the unaudited financial statements in the Time of Sale Information and the Prospectus, if any, do not comply as to form in all material respects with the applicable accounting requirements of the Act and the Rules and Regulations, or are not stated on a basis substantially consistent with that of the audited financial statements included in the Time of Sale Information and the Prospectus, (B) at the date of the latest available balance sheet read by such accountants, or at a subsequent specified date not more than five days prior to such Closing Date, there was any change in the common stock, preferred stock or long-term debt of the Company and its consolidated subsidiaries or any decrease (other than as occasioned by the declaration of regular dividends) in consolidated stockholders’ equity of the Company and its consolidated subsidiaries as compared with amounts shown on the latest audited annual or unaudited quarterly (whichever the case may be) balance sheet included in the Time of Sale Information and the Prospectus or (C) for the period from the date of the latest audited income statement included in the Time of Sale Information and the Prospectus to the Execution Time ordate of the latest available income statement read by such accountants there were any decreases, if earlieras compared with the corresponding period of the previous year, the dates as of which information is given in the Registration Statement consolidated net income of the Company and its subsidiaries on a consolidated basis, except in all instances for changes or decreases set forth in such letter or which the Time of Sale Information and the Prospectus discloses have occurred or may occur, and (exclusive iii) they have compared certain agreed dollar amounts (or percentages derived from such dollar amounts) and other financial information (and ratios) included in the Time of any amendment thereof), the Statutory Prospectus Sale Information and the Prospectus (exclusive to the extent that such dollar amounts, percentages and other financial information are derived from the general accounting records of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred Company and its subsidiaries subject to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects internal controls of the Company’s accounting system or are derived directly from such records by analysis or computation) with the results obtained from inquiries, whether or not arising from transactions a reading of such general accounting records and other procedures specified in the ordinary course of businesssuch letter, and have found such dollar amounts, percentages and other financial information to be in agreement with such results, except as set forth otherwise specified in or contemplated such letter. For purposes of this subsection, “Prospectus” shall mean the prospectus as amended and supplemented on the date of such letter. All financial statements included in material incorporated by reference into the Prospectus shall be deemed included in the Statutory Prospectus and the Prospectus (exclusive for purposes of any supplement thereto) the effect this subsection. The Company will furnish you with such conformed copies of whichsuch opinions, in any case referred to in clause (i) or (ii) abovecertificates, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (h) Prior to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative such further information, certificates letters and documents as the Representative may you reasonably request. (i) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (j) The Offered Securities shall be duly listed subject to notice of issuance on the New York Stock Exchange, satisfactory evidence of which shall have been provided to the Representative. (k) On the date hereof, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement. (l) At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectus. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, at 18/F, the Hong Kong Club Building, 3A Chater Road, Hong Kong, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicable.

Conditions of the Obligations of the Underwriters. The several obligations of the Underwriters to purchase and pay for the Firm Offered Securities and as provided herein on the Optional Securities, as the case may be, shall be Closing Date are subject to the accuracy satisfaction or waiver, as determined by the Representative in its sole discretion, of the following conditions precedent on or prior to the Closing Date: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have occurred: (i) any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded Holdings or the Company or any of the securities of Holdings, the Company or any of their respective subsidiaries or in the rating outlook for Holdings or the Company by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) under the Exchange Act; and (ii) any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or results of operations of Holdings and its subsidiaries, taken as a whole, from that set forth in the General Disclosure Package as of the date of this Agreement that, in the judgment of the Representative, is material and adverse and that makes it, in the judgment of the Representative, impracticable or inadvisable to proceed with the offer, sale or delivery of the Offered Securities on the terms and in the manner contemplated in the General Disclosure Package or the Final Prospectus. (b) The representations and warranties on the part of the Company and the Guarantors contained herein in this Agreement shall be true and correct on and as of the Execution Time, Applicable Time and on and as of the Closing Date as if made on and any settlement date pursuant to Section 4 hereof, to as of the accuracy of Closing Date; the statements of the Company and the Guarantors’ officers made in any certificates pursuant to any certificate delivered in accordance with the provisions hereofhereof shall be true and correct on and as of the date made and on and as of the Closing Date; the Company and the Guarantors shall have performed all covenants and agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to the Closing Date. (c) The Underwriters shall have received on the Closing Date certificates, dated the Closing Date, signed by the President, Senior Vice President or any Vice President and a principal financial or accounting officer of each of the Company and the Guarantors to the effect set forth in Sections 7(a)(i) and 7(a)(ii), and further to the effect that, to the performance by best of their knowledge and belief, the representations and warranties of the Company and the Guarantors contained in this Agreement were true and correct as of its obligations the Applicable Time and true and correct as of the Closing Date; that the Company and the Guarantors have complied with all of the agreements and satisfied all of the conditions on their part to be performed or satisfied hereunder and to on or before the following additional conditions: (a) The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b)Closing Date; and that no stop order suspending the effectiveness of the Registration Statement or of any notice objecting part thereof shall have been issued and no proceedings for that purpose have been instituted or, to its use their knowledge, are contemplated by the Commission. (d) The Final Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. No stop order suspending the effectiveness of the Registration Statement or of any part thereof shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or threatenedany Underwriter, shall be contemplated by the Commission. (be) The Company Underwriters shall have requested and caused White received from (i) Sxxxxxxx & Case Cxxxxxxx LLP, counsel for the CompanyCompany and the Guarantors, to have furnished to the Representative its opinions their opinion, dated the Closing Date and any settlement dateDate, as applicableto the effect set forth in Annex I hereto, and addressed their letter, dated the Closing Date, to the Representativeeffect set forth in Annex II hereto, in a form reasonably acceptable and (ii) Jxxx Xxxxx, General Counsel to Holdings, her opinion, dated the Closing Date, to the Representativeeffect set forth in Annex III hereto. Such opinions and letter shall be rendered to the Underwriters at the request of the Company and shall so state therein. (cf) The Company shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLP, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (d) The Representative Underwriters shall have received from Dxxxx Xxxx Cravath, Swaine & Wxxxxxxx Mxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the RepresentativeDate, with respect to the issuance and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related such matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (eg) The Company On the date hereof, the Underwriters shall have furnished received from Ernst & Young LLP, the independent registered public accounting firm for Holdings, a “comfort letter” dated the date hereof addressed to the Representative a certificate of the Company, signed by its Chief Executive Officer and the principal financial or accounting officer of the Company, dated the Closing Date, and any settlement date, as applicable, to the effect that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (f) The Company shall have requested and caused Mxxxxx to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicableUnderwriters, in form and substance satisfactory to the Representative, covering certain financial information in the General Disclosure Package and other customary matters. In addition, on the Closing Date, the Underwriters shall have received from such accountant a “bring-down comfort letter” dated the Closing Date addressed to the Underwriters, in form and substance satisfactory to the Representative, in the form of the “comfort letter” delivered on the date hereof, except that (i) it shall cover the financial information in the Final Prospectus and any amendment or supplement thereto and (ii) procedures shall be brought down to a date no more than three (3) days prior to the Closing Date. (gh) Subsequent The Company, the Guarantors and the Trustee shall have executed and delivered the Indenture, in form and substance reasonably satisfactory to the Execution Time orUnderwriters, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto)Underwriters shall have received an executed copy thereof. The Company and the Guarantors shall have executed and delivered the Notes Collateral Documents, there in form and substance reasonably satisfactory to the Underwriters, and the Underwriters shall not have been received an executed copy thereof. (i) any change On or decrease specified in before the letter or Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents, letters referred and opinions as they may reasonably require for the purposes of enabling them to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting pass upon the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus issuance and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery sale of the Offered Securities as contemplated by herein, or in order to evidence the Registration Statement (exclusive accuracy of any amendment thereof)of the representations and warranties, or the Statutory Prospectus and the Prospectus (exclusive satisfaction of any supplement thereto)of the conditions or agreements, herein contained. (hj) Prior Except as otherwise permitted under the Notes Collateral Documents to be effectuated after the Closing Date, the Company and each Guarantor shall have completed all filings and other similar actions required in connection with perfection of security interests in the Collateral as and to the extent contemplated by the Indenture and the Notes Collateral Documents. (k) Except as otherwise permitted under the Notes Collateral Documents to be effectuated after the Closing Date, all filing fees, taxes and other amounts payable in connection with the perfection of a security interest in the Collateral shall have been paid by the Company, to the reasonable satisfaction of the Representative. (l) On or before the Closing Date, the Underwriters and counsel for the Underwriters shall have received the results of customary lien searches with respect to the Company and the Guarantors in their jurisdictions of organization and chief executive office. The Representative hereby acknowledges that the condition set forth in this Section 7(l) has been satisfied as of the date of this Agreement. If any condition specified in this Section 7 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representative by notice to the Company at any time on or prior to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. (i) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (j) The Offered Securities which termination shall be duly listed subject to notice of issuance without liability on the New York Stock Exchangepart of any party to any party, satisfactory evidence of which shall have been provided to the Representative. (k) On the date hereofexcept that Sections 5(h), the Company shall have delivered to the Representative executed copies of the Trust Agreement8, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement 9 and the Administrative Services Agreement. (l) At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectus. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii) 12 hereof shall have been issued as of the Closing Date, at all times be effective and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of survive such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, at 18/F, the Hong Kong Club Building, 3A Chater Road, Hong Kong, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicabletermination.

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities and the Optional Securities, as the case may be, shall to be delivered on each Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the date hereof and as of such Closing Date with the same force and any settlement date pursuant to Section 4 hereof, to the accuracy effect as if made as of the statements of the Company made in any certificates pursuant to the provisions hereofthat date, to the performance by the Company of its obligations hereunder and to the following additional conditionsconditions precedent: (a) The ProspectusRegistration Statement shall have become effective (or if a post-effective amendment is required to be filed pursuant to Rule 430A under the Act, and any supplement theretosuch post-effective amendment shall have become effective) not later than 5:00 P.M., Eastern Time, on the date of this Agreement, or such later time or date as shall have been filed in the manner and within the time period required consented to by Rule 424(b)you; and prior to such Closing Date no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted instituted, or threatenedto the knowledge of the Company or you, shall be contemplated by the Commission. (b) The You shall not have advised the Company that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact or omits to state a fact which, you have concluded, is material and in the case of an omission is required to be stated therein or is necessary to make the statements therein not misleading. (c) You shall have requested and caused White received a favorable opinion of Butler & Case LLPBinion, L.L.P., counsel for the Company, to have furnished to the Representative its opinions dated the Closing Clxxxxx Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (c) The Company shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLP, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (d) The Representative shall have received from Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, with respect to the issuance and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to the Representative a certificate of the Company, signed by its Chief Executive Officer and the principal financial or accounting officer of the Company, dated the Closing Date, and any settlement date, as applicable, to the effect that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the representations and warranties laws of the Company State of Delaware with corporate power and authority to own, lease and operate its assets and conduct its business as described in this Agreement are true and correct on and as of such date with the same effect as if made on such date Registration Statement; and the Company has complied with all is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which the agreements and satisfied all the conditions on nature of its part to be performed or satisfied at or prior to activities requires such date;qualification. (ii) Each of the Subsidiaries of the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its assets and conduct its business as described in the Prospectus, and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which the nature of its activities requires such qualification. The Partnership is validly existing as a general partnership under the laws of the State of ____________ and has partnership power and authority to own, lease and operate its assets and conduct its business as described in the Prospectus. (iii) The Company is the sole record owner, directly or indirectly, of all of the outstanding capital stock of each of the Subsidiaries. (iv) The Company has full corporate power and authority to enter into this Agreement, and this Agreement has been duly authorized, executed and delivered by the Company. (v) The Indenture has been duly authorized, executed and delivered by the Company and is duly qualified under the Trust Indenture Act and (assuming it has been duly authorized, executed and delivered by the Trustee) is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or other laws of general application relating to or affecting creditors' rights generally or the availability of equitable remedies, regardless of whether such enforcement is considered in a proceeding in equity or at law. (vi) The Notes have been duly authorized, issued and delivered by the Company (and assuming they have been duly authenticated by the Trustee in accordance with the Indenture) constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and entitled to the benefits provided by the Indenture, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or other laws of general application relating to or affecting creditors' rights generally or the availability of equitable remedies, regardless of whether such enforcement is considered in a proceeding in equity or at law. (vii) The Registration Statement is effective under the Act and, to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued under the Act or proceedings therefor initiated or threatened by the Commission. (viii) Statements set forth in the Prospectus under the headings "Description of Existing Securities and no Debt Instruments" and "Description of Notes" and in the Registration Statement in Item 15 insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein fairly present the information called for that purpose with respect to such legal matters, documents and proceedings. (ix) No consent, approval, authorization or order of, or any filing or declaration with any court or governmental agency or body is required for the consummation by the Company of the transactions on its part contemplated herein and in the Indenture and the Securities, except such as have been instituted orobtained under the Act and the Rules and Regulations, to the Company’s knowledge, threatened; and1939 Act or the rules and regulations thereunder and such as may be required under the bylaws and rules of the NASD in connection with the purchase and distribution by the Underwriters of the Securities; (iiix) since The execution and delivery of this Agreement, the date Securities and the Indenture and the consummation of the most recent financial statements included transactions contemplated herein will not conflict with or constitute a breach of, or default under, or result in the Statutory Prospectus and the Prospectus (exclusive creation of any supplement thereto)lien, there has been no Material Adverse Effectcharge or encumbrance on any property, or assets of the Company or any of its Subsidiaries or the Partnership pursuant to any material contract, indenture, mortgage, loan agreement, note, lease or other instrument known to such counsel to which the Company or any of its Subsidiaries or the Partnership is a party or by which it or any of them may be bound or to which the property or assets of the Company or any of its Subsidiaries or the Partnership is subject, nor will such action result in a violation of the provisions of the charter or bylaws of the Company or any law, administrative regulation or administrative court decree. (xi) To the knowledge of such counsel, except as set forth in the Registration Statement and the Prospectus, there are no actions, suits or contemplated proceedings pending or threatened against or affecting the Company, any of its Subsidiaries or the Partnership, or any of their respective officers or partners in their capacity as such, before or by any Federal or state court, commission, regulatory body, administrative agency or other governmental body, domestic or foreign, wherein an unfavorable ruling decision or finding might materially and adversely affect the Company, any of its Subsidiaries or the Partnership, or their respective business, properties, business prospects, condition (financial or otherwise) or results of operations; and (xii) Such counsel (1) is of the opinion that each document incorporated by reference in the Statutory Prospectus Registration Statement and the Prospectus complied as to form when filed with the Commission in all material respects with the Exchange Act and the rules and regulations of the Commission thereunder, (exclusive 2) is of the opinion that the Registration Statement complies as to form in all material respects with the requirements of the Act and the Rules and Regulations, and (3) believes that the Registration Statement (excluding the part thereof that constitutes the Form T-1), at the time it became effective, did not contain any supplement thereto)untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and that the Prospectus, as amended or supplemented at such Closing Date, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (fd) The Company You shall have requested and caused Mxxxxx to have furnished received from Vinson & Elkins L.L.P., counsel for the Underwriters, an opinixx, xxted xxxx Closing Date, with respect to the Representativematters set forth in the first clause of (i), at and in (iv), (v), (vi),(viii) (but only as to the Execution Time statements in the Prospectus under "Description of Notes") and at clauses (2) and (3) of (xii) of paragraph (c) of this Section. With respect to subparagraph (xii) of paragraph (c) above, Butler & Binion, L.L.P. may state their opinion and belief are xxxxx upon their participation in the Closing Date preparation of the Registration Statement and Prospectus and any settlement date, as applicable, letters, dated respectively as amendments or supplements thereto and documents incorporated therein by reference and review and discussion of the Execution Time contents thereof, but is without independent check or verification except as specified. With respect to clauses (2) and as (3) of subparagraph (xii) of paragraph (c) above, Vinson & Elkins L.L.P. may state that their opinion and belief xxx xasex xxxx their participation in the preparation of the Closing Date Registration Statement and Prospectus and any settlement dateamendments or supplements thereto (but not including documents incorporated therein by reference) and review and discussion of the contents thereof (including documents incorporated therein by reference ), but is without independent check or verification except as applicablespecified. With respect to subparagraph (xii) of paragraph (c) above, Butler & Binion, L.L.P. and Vinson & Elkins L.L.P. may state txxx xxey are not giving advixx xx to xxx xxnancial statements, schedules, reserve information and other financial and statistical data included in form and substance satisfactory to the RepresentativeRegistration Statement or in the Prospectus or in any document incorporated by reference therein. (ge) Subsequent to At such Closing Date there shall not have been, since the Execution Time or, if earlier, date of this Agreement or since the respective dates as of which information is given in the Registration Statement (exclusive of Statement, any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any material adverse change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any changecondition, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) , earnings, business affairs or business prospects of the Company, its Subsidiaries and the Partnership, considered as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in and you shall have received a certificate of the Statutory Prospectus chief executive officer and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment chief financial officer of the RepresentativeCompany, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (h) Prior to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. (i) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (j) The Offered Securities shall be duly listed subject to notice of issuance on the New York Stock Exchange, satisfactory evidence of which shall have been provided to the Representative. (k) On the date hereof, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement. (l) At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account dated as of such Closing Date or such settlement dateDate, as applicable, shall equal to the product foregoing effect and to the further effect that the representations and warranties of the number of Units issued Company contained in Section 2 are true and correct with the Offering same force and effect as though made on and as of such Closing Date or such settlement dateDate. (f) You shall have received letters from the Accountants, as applicablethe first delivered the day of but prior to the execution of, and dated the date of, this Agreement and the others dated the applicable Closing Date, addressed to the Underwriters (with conformed copies for each of the Underwriters), in the form heretofore agreed (and in the case of each letter delivered on a Closing Date, consistent with the first such letter) with such variations as are reasonably acceptable to you. (g) The NASD, upon review of the terms of the public offering price per Unit as set forth on the cover of the Prospectus. (m) No order preventing Securities, shall not have objected to such offering, such terms or suspending the sale of Underwriters' participation in the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatenedsame. If any of the conditions specified in this Section 7 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in required by this Agreement shall not to be reasonably satisfactory in form and substance fulfilled, then this Agreement may be terminated by you on notice to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or Company at any time at or prior toto the First Closing Time, and such termination shall be without liability of any party to the other, except as provided in Section 7. Notwithstanding any such termination, the Closing Date by the Representative. Notice provisions of such cancellation Sections 8, 12 and 14 shall be given to the Company remain in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, at 18/F, the Hong Kong Club Building, 3A Chater Road, Hong Kong, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicableeffect.

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Firm Securities and the Optional Securities, as the case may be, Underwriter hereunder shall be subject subject, in its discretion, to the accuracy of the condition that all representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereof, to the accuracy of the other statements of the Company made in any certificates pursuant to herein are, at and as of the provisions hereofTime of Delivery, to true and correct, the performance by condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and to the following additional conditions: (a) The Prospectus, Prospectus and any supplement thereto, supplements thereto shall have been filed in with the manner and Commission pursuant to Rule 424(b) within the applicable time period required prescribed for such filing by Rule 424(b)the rules and regulations under the Act and in accordance with Section 5(a) hereof; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use part thereof shall have been issued and no proceedings proceeding for that purpose shall have been instituted initiated or threatened.threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Underwriter's reasonable satisfaction; (b) The Company Indenture, the Sale and Servicing Agreement, the Assignment, the Indemnification Agreement and all of the other agreements identified in such agreements, shall have requested and caused White & Case LLPbeen duly entered into by all of the respective parties; (c) Skadden, special counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (c) The Company shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLP, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (d) The Representative shall have received from Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, with respect to the issuance and sale of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them you their written opinions, subject to pass upon such matters. (e) The Company shall have furnished to the Representative a certificate of the Companycustomary qualifications, signed by its Chief Executive Officer assumptions, limitations and the principal financial or accounting officer of the Companyexceptions, dated the Closing Date, and any settlement date, as applicable, to the effect that the signers Time of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (f) The Company shall have requested and caused Mxxxxx to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement date, as applicableDelivery, in form and substance reasonably satisfactory to the Representative.Underwriter; (d) Skadden, special counsel for the Underwriter, shall have furnished to you their written opinions, subject to customary qualifications, assumptions, limitations and exceptions, dated the Time of Delivery, in form and substance reasonably satisfactory to the Underwriter; (e) In-house counsel to Huntington, shall have furnished to you their written opinion or opinions, subject to customary qualifications, assumptions, limitations and exceptions, dated the Time of Delivery, in form and substance reasonably satisfactory to the Underwriter; (f) Porter Wright Morris & Arthur shall have furnished to you their rxxxxxxe xxxxxxx xx xonnxxxxxx with the written opinions, dated March 14, 2003, delivered in connection with the Purchase Agreement; (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (h) Prior to the Closing Date, and any settlement date, as applicable, the Company Porter Wright Morris & Arthur shall have furnished to you their wxxxxxx xxxxxxx xx xxinixxx, xubject to customary qualifications, assumptions, limitations and exceptions, dated the Representative such further informationTime of Delivery, certificates and documents as the Representative may reasonably request. (i) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (j) The Offered Securities shall be duly listed subject to notice of issuance on the New York Stock Exchange, satisfactory evidence of which shall have been provided to the Representative. (k) On the date hereof, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement. (l) At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectus. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance reasonably satisfactory to the Representative and counsel for the UnderwritersUnderwriter, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given with respect to general corporate matters relating to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at Servicer and the office of Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, at 18/F, the Hong Kong Club Building, 3A Chater Road, Hong Kong, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicable.Indemnification Agreement;

Conditions of the Obligations of the Underwriters. The -------------------------------------------------- obligations of the several Underwriters to purchase and pay for the Firm Securities and the Optional Securities, as the case may be, shall Certificates will be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereofBank herein, to the accuracy of the statements of officers of the Company Bank made in any certificates pursuant to the provisions hereof, to the performance by the Company Bank of its obligations hereunder and to the following additional conditionsconditions precedent: (a) The Prospectus, Prospectus and any supplement thereto, supplements thereto shall have been filed (if required) with the Commission in accordance with the manner Rules and within Regulations and Section 1 hereof, and prior to the time period required by Rule 424(b); and Closing Date, no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Bank, shall be contemplated by the Commission or threatenedby any authority administering any state securities or blue sky law. (b) The Company shall have requested and caused White & Case LLP, counsel for the Company, to have furnished On or prior to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (c) The Company shall have requested and caused Mxxxxx and Cxxxxx (Hong Kong) LLP, Cayman Islands counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to the Representative. (d) The Representative shall have received from Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, with respect to the issuance and sale date of the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative may reasonably require, and the Company shall have furnished on or prior to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to the Representative a certificate of the Company, signed by its Chief Executive Officer and the principal financial or accounting officer of the Company, dated the Closing Date, and any settlement datethe Underwriters shall have received a letter or letters, as applicable, to the effect that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and dated as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (f) The Company shall have requested and caused Mxxxxx to have furnished to the Representative, at the Execution Time and at the Closing Date and any settlement date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date Date, respectively, of PricewaterhouseCoopers LLP, Certified Public Accountants, substantially in the form of the drafts to which the Representative has previously agreed and any settlement date, as applicable, otherwise in form and substance satisfactory to the RepresentativeRepresentative and its counsel. (gc) Subsequent to the Execution Time or, if earlier, the dates as execution and delivery of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto)this Agreement, there shall not have been occurred (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting particularly the earnings, business, management, properties, assets, rights, operations, condition (financial business or otherwise) or prospects properties of the CompanyTrust, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of Bank which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make materially impairs the investment quality of the Certificates or makes it impractical or inadvisable to proceed with market the offering Certificates; (ii) any suspension or delivery of the Offered Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (h) Prior to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. (i) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (j) The Offered Securities shall be duly listed subject to notice of issuance limitation on trading in securities generally on the New York Stock ExchangeExchange or the National Association of Securities Dealers National Market system, satisfactory evidence or any setting of minimum prices for trading on such exchange or market system; (iii) any suspension of trading of any securities of BANC ONE CORPORATION on any exchange or in the over-the-counter market which shall have been provided to materially impairs the Representative. (k) On the date hereof, the Company shall have delivered to the Representative executed copies investment quality of the Trust AgreementCertificates or makes it impractical or inadvisable to market the Certificates; (iv) any banking moratorium declared by Federal, the Warrant AgreementDelaware or New York authorities; or (v) any outbreak or escalation of major hostilities or armed conflict, the Founder’s Purchase Agreementany declaration of war by Congress, the Warrant Subscription Agreementor any other substantial national or international calamity or emergency if, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement. (l) At least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company shall have caused the required proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering as judgment of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectus. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered electronically, or if by mail, at the office of Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, at 18/F, the Hong Kong Club Building, 3A Chater Road, Hong Kong, unless otherwise indicated herein, on the Closing Date and any settlement date, as applicable.the