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

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof, at the Time Of Purchase and, if applicable, at each Additional Time Of Purchase, the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Representatives shall have received at the Time Of Purchase and, if applicable, at each Additional Time Of Purchase, an opinion of Ellenoff Gxxxxxxx & Schole LLP, counsel to the Company, addressed to the Underwriters, dated the Time Of Purchase or the Additional Time Of Purchase, as the case may be, with executed copies for each Underwriter, in form and substance satisfactory to the Representatives. (b) The Representatives shall have received from Mxxxxx LLP letters dated, respectively, the date of this Agreement, the Time Of Purchase and, if applicable, each Additional Time Of Purchase, each addressed to the Underwriters in form and substance satisfactory to the Representatives, which letters of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial statements and certain financial information contained or incorporated by reference in the in the Registration Statement, the Disclosure Package and the Prospectus. (c) The Representatives shall have received at the Time Of Purchase and, if applicable, at each Additional Time Of Purchase, an opinion of Gxxxxxxxx Txxxxxx LLP, counsel to the Underwriters, dated the Time Of Purchase or such Additional Time Of Purchase, as the case may be, in form and substance reasonably satisfactory to the Representatives. (d) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which either Representative shall have objected in writing. (e) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement required to be filed, prior to the sale of the Units, shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be, and the Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b). (f) Prior to and at the Time of Purchase, and, if applicable, each Additional Time of Purchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall 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; (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; (iv) the Disclosure Package, and any amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written Communications, if any, shall include an 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 are made, not misleading. (g) The Company will, at the Time of Purchase, and, if applicable, each Additional Time of Purchase, deliver to the Representatives a certificate of its Chief Executive Officer and its Chief Financial Officer, dated the Time of Purchase or such Additional Time of Purchase, as the case may be, in the form attached as Exhibit B hereto. (h) The Company shall have furnished to the Representatives such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus or the Prospectus as of the Time Of Purchase and, if applicable, each Additional Time Of Purchase, as the Representatives may reasonably request. (i) The Company shall have furnished to the Representatives at the Time Of Purchase executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, and the Insider Letter. (j) The Units, the Common Stock and the Public Warrants shall have been approved for listing on Nasdaq, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase or each Additional Time Of Purchase, as the case may be. (k) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof, at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Company shall furnish to the Representatives shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an opinion of Ellenoff Gxxxxxxx Xxxxxxxx & Schole LLP, counsel to for the Company, addressed to the Underwriters, and dated the Time Of Purchase time of purchase or the Additional Time Of Purchaseadditional time of purchase, as the case may be, with executed copies for each Underwriter, and in form and substance satisfactory to the Representatives. (b) The Representatives shall have received from Mxxxxx Xxxxx Xxxxxxxx LLP letters dated, respectively, the date of this Agreement, the Time Of Purchase date of the Prospectus, the time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, each and addressed to the Underwriters (with executed copies for each Underwriter) in form and substance the forms satisfactory to the Representatives, which letters of shall cover, without limitation, the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the various financial statements and certain financial information disclosures contained or incorporated by reference in the in the Registration Statement, the Disclosure Package and the Prospectus. (c) The Representatives shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an opinion of Gxxxxxxxx Txxxxxx Ropes& Xxxx LLP, counsel to for the Underwriters, dated the Time Of Purchase time of purchase or such Additional Time Of Purchasethe additional time of purchase, as the case may be, in form and substance reasonably satisfactory to the Representatives. (d) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which either Representative shall have objected in writing. (e) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement registration statement required to be filed, prior to the sale of the Units, under the Act pursuant to Rule 462(b) shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be. If Rule 430A under the Act is used, and the Prospectus, and any supplement thereto, Prospectus shall have been filed in with the manner and within the time period required by Commission pursuant to Rule 424(b) under the Act at or before 5:30 P.M., New York City time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Act). (f) Prior to and at the Time time of Purchasepurchase, and, if applicable, each Additional Time the additional time of Purchasepurchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall 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; (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; (iv) the no Disclosure Package, and any no amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written Communications, if any, shall include an 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 are made, not misleading. (g) The Company will, at the Time time of Purchase, purchase and, if applicable, each Additional Time at the additional time of Purchasepurchase, deliver to the Representatives a certificate of its Co-Chief Executive Officer and its Chief Financial OfficerOfficers, dated the Time time of Purchase purchase or such Additional Time the additional time of Purchasepurchase, as the case may be, in the form attached as Exhibit B A hereto. (h) The Company shall have furnished to the Representatives such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus or the Prospectus as of the Time Of Purchase time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, as the Representatives may reasonably request. (i) The Company shall have furnished to the Representatives at the Time Of Purchase time of purchase executed copies of the Trust Agreement, the Warrant Agreement, the Sponsor Subscription Agreement, the Investor Subscription Agreement, the Private Placement Warrants Warrant Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, Agreement and the Insider Letter. (j) The Units, the Common Stock and the Public Warrants shall have been approved for listing on Nasdaq, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase time of purchase or each Additional Time Of Purchasethe additional time of purchase, as the case may be. (k) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof, at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Representatives Company shall have received furnish to the Representative at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an opinion of Ellenoff Gxxxxxxx Xxxxxxxx & Schole LLP, counsel to for the Company, addressed to the Underwriters, and dated the Time Of Purchase time of purchase or the Additional Time Of Purchaseadditional time of purchase, as the case may be, with executed copies for each Underwriter, and in form and substance satisfactory to the RepresentativesRepresentative. (b) The Representatives Representative shall have received from Mxxxxx LLP WithumSmith+Xxxxx, PC letters dated, respectively, the date of this Agreement, the Time Of Purchase date of the Prospectus, the time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, each and addressed to the Underwriters (with executed copies for each Underwriter ) in form and substance the forms satisfactory to the RepresentativesRepresentative, which letters of shall cover, without limitation, the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the various financial statements and certain financial information disclosures contained or incorporated by reference in the in the Registration Statement, the Disclosure Package and the Prospectus. (c) The Representatives Representative shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an the favorable opinion of Gxxxxxxxx Txxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to for the Underwriters, dated the Time Of Purchase time of purchase or such Additional Time Of Purchasethe additional time of purchase, as the case may be, in form and substance reasonably satisfactory to the RepresentativesRepresentative. (d) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which either Representative shall have objected in writing. (e) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement registration statement required to be filed, prior to the sale of the Units, under the Act pursuant to Rule 462(b) shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be. If Rule 430A under the Act is used, and the Prospectus, and any supplement thereto, Prospectus shall have been filed in with the manner and within the time period required by Commission pursuant to Rule 424(b) under the Act at or before 5:30 P.M., New York City time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Act). (f) Prior to and at the Time time of Purchasepurchase, and, if applicable, each Additional Time the additional time of Purchasepurchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall 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; (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; (iv) the no Disclosure Package, and any no amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written Communications, if any, shall include an 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 are made, not misleading. (g) The Company will, at the Time time of Purchase, purchase and, if applicable, each Additional Time at the additional time of Purchasepurchase, deliver to the Representatives Representative a certificate of its Chief Executive Officer and its Chief Financial Officer, dated the Time time of Purchase purchase or such Additional Time the additional time of Purchasepurchase, as the case may be, in the form attached as Exhibit B hereto. (h) The Company shall have furnished to the Representatives Representative such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus or the Prospectus as of the Time Of Purchase time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, as the Representatives Representative may reasonably request. (i) The Company shall have furnished to the Representatives Representative at the Time Of Purchase time of purchase and deliver to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Securities Assignment Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Administrative Services Agreement, Agreement and the Insider LetterLetters. (j) The Units, the Common Stock and the Public Warrants Units shall have been approved for listing on Nasdaqthe NYSE MKT, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase time of purchase or each Additional Time Of Purchasethe additional time of purchase, as the case may be. (k) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof, at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchaseadditional time of purchase, the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Representatives Representative shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchaseadditional time of purchase, an opinion and a negative assurance letter of Ellenoff Gxxxxxxx Loeb & Schole Loeb LLP, counsel to the Company, each addressed to the Underwriters, Underwriters and dated the Time Of Purchase time of purchase or the Additional Time Of Purchaseadditional time of purchase, as the case may be, with executed copies for each Underwriter, in form and substance satisfactory to the RepresentativesRepresentative. (b) The Representatives Representative shall have received from Mxxxxx LLP letters dated, respectively, the date of this Agreement, the Time Of Purchase date of the Prospectus, the time of purchase and, if applicable, each Additional Time Of Purchaseadditional time of purchase, each addressed to the Underwriters (with executed copies for each Underwriter) in form and substance satisfactory to the RepresentativesRepresentative, which letters of shall cover, without limitation, the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the various financial statements and certain financial information disclosures contained or incorporated by reference in the in the Registration Statement, the Disclosure Package and the Prospectus. (c) The Representatives Representative shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchaseadditional time of purchase, an opinion and a negative assurance letter of Gxxxxxxxx Txxxxxx Ellenoff Gxxxxxxx & Schole LLP, counsel to the Underwriters, each addressed to the Underwriters and dated the Time Of Purchase time of purchase or such Additional Time Of Purchaseadditional time of purchase, as the case may be, in form and substance reasonably satisfactory to the RepresentativesRepresentative. (d) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which either Representative shall have objected in writing. (e) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement registration statement required to be filed, prior to the sale of the Units, under the Act pursuant to Rule 462(b) shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be. If Rule 430A under the Act is used, and the Prospectus, and any supplement thereto, Prospectus shall have been filed in with the manner and within the time period required by Commission pursuant to Rule 424(b) under the Act at or before 5:30 P.M., New York City time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Act). (f) Prior to and at the Time time of Purchasepurchase, and, if applicable, each Additional Time additional time of Purchasepurchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall 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; (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; (iv) the no Disclosure Package, and any no amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written Communications, if any, shall include an 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 are made, not misleading. (g) The Company will, at the Time time of Purchase, purchase and, if applicable, at each Additional Time additional time of Purchasepurchase, deliver to the Representatives Representative a certificate of its Chief Executive Officer and its Chief Financial Officer, dated the Time time of Purchase purchase or such Additional Time additional time of Purchasepurchase, as the case may be, in the form attached as Exhibit B A hereto. (h) The Company shall have furnished to the Representatives Representative such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus or the Prospectus as of the Time Of Purchase time of purchase and, if applicable, each Additional Time Of Purchaseadditional time of purchase, as the Representatives Representative may reasonably request. (i) The Company shall have furnished to the Representatives Representative or their counsel at the Time Of Purchase time of purchase executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, and the Insider Letter. (j) The Units, the Common Stock Ordinary Shares and the Public Warrants shall have been approved for listing on Nasdaqthe NYSE, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase time of purchase or each Additional Time Of Purchaseadditional time of purchase, as the case may be. (k) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations obligation of the Underwriters hereunder are to purchase and pay for the Securities shall, in their sole discretion, be subject to the accuracy satisfaction or waiver of the representations and warranties following conditions on the part of the Company on the date hereof, at the Time Of Purchase and, if applicable, at each Additional Time Of Purchase, the performance by the Company of its obligations hereunder and or prior to the following additional conditions precedentClosing Date: (a) The No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose, pursuant to Rule 401(g)(2) or pursuant to Section 8A under the 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 Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Act) and in accordance with Section 5(a) hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives. (b) On the Closing Date, the Representatives shall have received at the Time Of Purchase andopinions, if applicabledated as of the Closing Date and addressed to the Underwriters, at each Additional Time Of Purchase, an opinion of Ellenoff Gxxxxxxx & Schole (i) Xxxxx Xxxx Xxxxxxxx Xxxxxxx LLP, counsel for the Company and the Subsidiary Guarantor, and (ii) Xxxxxxx Xxxx Guinot and Sandler, P.A., Maryland counsel to the Company, addressed in substantially the forms provided to the Representatives concurrently with the execution of this Agreement and to such further effect as the Underwriters shall reasonably request at a reasonable time prior to the Closing Date. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and the Subsidiary Guarantor and certificates of public officials, copies of which shall have been provided to the Underwriters. (c) On the Closing Date, dated the Time Of Purchase or Representatives shall have received the Additional Time Of Purchase, as the case may be, with executed copies for each Underwriteropinion, in form and substance satisfactory to the Representatives, dated as of the Closing Date and addressed to the Underwriters, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Underwriters, with respect to certain legal matters relating to this Agreement and such other related matters as the Underwriters may reasonably require. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and the Subsidiary Guarantor and certificates of public officials, copies of which shall have been provided to the Underwriters. (bd) The On the date hereof, the Representatives shall have received from Mxxxxx LLP letters datedErnst & Young LLP, respectivelyindependent registered public accountants for the Company, a comfort letter dated the date of this Agreementhereof, the Time Of Purchase and, if applicable, each Additional Time Of Purchase, each addressed to the Underwriters in form and substance satisfactory to counsel for the Representatives, which letters of the type ordinarily included in accountants’ “comfort letters” to underwriters, Underwriters with respect to the audited, unaudited and pro forma financial statements information in the Pricing Disclosure Package. On the Closing Date, the Representatives shall have received from Ernst & Young LLP, independent registered public accountants for the Company, a comfort letter dated the Closing Date, in form and certain substance satisfactory to counsel for the Underwriters, which shall refer to the comfort letter dated the date hereof and reaffirm or update as of a more recent date the information stated in the comfort letter dated the date hereof and similarly address the audited, unaudited and pro forma financial information contained in or incorporated by reference in the in the Registration Statement, the Pricing Disclosure Package and the Prospectus. (ce) The representations and warranties of the Company and the Subsidiary Guarantor contained in this Agreement shall be true and correct on and as of the Time of Execution and on and as of the Closing Date as if made on and as of the Closing Date; the statements of the Company’s and the Subsidiary Guarantor’s officers made pursuant to any certificate delivered in accordance with the provisions hereof shall be true and correct on and as of the date made and on and as of the Closing Date; the Company and the Subsidiary Guarantor 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; and, except as described in the Pricing Disclosure Package (exclusive of any amendment or supplement thereto after the date hereof), subsequent to the date of the most recent financial statements in such Pricing Disclosure Package, there shall have been no event or development, and no information shall have become known, that, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect. (f) The sale of the Securities hereunder shall not be enjoined (temporarily or permanently) on the Closing Date. (g) Subsequent to the date of the most recent financial statements in the Pricing Disclosure Package (exclusive of any amendment or supplement thereto after the date hereof), none of the Company or any of the Subsidiaries shall have sustained any loss or interference with respect to its business or properties from fire, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute, slow down or work stoppage or from any legal or governmental proceeding, order or decree, which loss or interference, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect. (h) The Representatives shall have received at certificates of the Time Of Purchase and, if applicable, at each Additional Time Of Purchase, an opinion of Gxxxxxxxx Txxxxxx LLP, counsel to Company and the UnderwritersSubsidiary Guarantor, dated the Time Of Purchase Closing Date, signed on behalf of the Company or such Additional Time Of Purchasethe Subsidiary Guarantor by its Chairman of the Board, as Chief Executive Officer, President or any Vice President, the case may beChief Financial Officer and the Chief Accounting Officer, in form and substance reasonably satisfactory to the Representatives.effect that: (di) No Prospectus the representations and warranties of the Company or the Subsidiary Guarantor contained in this Agreement are true and correct on and as of the Time of Execution and on and as of the Closing Date, and the Company or the Subsidiary Guarantor has performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (ii) at the Closing Date, since the date hereof or since the date of the most recent financial statements in the Pricing Disclosure Package (exclusive of any amendment or supplement thereto after the date hereof), no event or development has occurred, and no information has become known to the Registration Statement Company or the Prospectus shall Subsidiary Guarantor, that, individually or in the aggregate, has or would be reasonably likely to have been filed to which either Representative shall have objected in writing.a Material Adverse Effect; and (eiii) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement required to be filed, prior to the sale of the Units, shall have Securities hereunder has not been filed and shall have become effective under the Act enjoined (temporarily or the Exchange Act, as the case may be, and the Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(bpermanently). (f) Prior to and at the Time of Purchase, and, if applicable, each Additional Time of Purchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall 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; (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; (iv) the Disclosure Package, and any amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written Communications, if any, shall include an 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 are made, not misleading. (g) The Company will, at the Time of Purchase, and, if applicable, each Additional Time of Purchase, deliver to the Representatives a certificate of its Chief Executive Officer and its Chief Financial Officer, dated the Time of Purchase or such Additional Time of Purchase, as the case may be, in the form attached as Exhibit B hereto. (h) The Company shall have furnished to the Representatives such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus or the Prospectus as of the Time Of Purchase and, if applicable, each Additional Time Of Purchase, as the Representatives may reasonably request. (i) The Company On each of the date hereof and on the Closing Date, the Representatives shall have furnished to the Representatives at the Time Of Purchase executed copies received a certificate of the Trust AgreementChief Financial Officer of the Company, on behalf of the Warrant AgreementCompany for itself and its subsidiaries, dated the Subscription Agreementdate hereof or the Closing Date (as applicable), substantially in the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, and the Insider Letterform set forth in Exhibit A hereto. (j) The UnitsOn the Closing Date, the Common Stock Representatives shall have received the Indenture, as amended or supplemented from time to time, executed by the Company, the Subsidiary Guarantor and the Public Warrants Trustee and the Indenture shall have been approved for listing on Nasdaq, subject only to notice of issuance be in full force and evidence of satisfactory distribution at or prior to the Time Of Purchase or each Additional Time Of Purchase, as the case may beeffect. (k) FINRA The Securities shall not be eligible for clearance and settlement through The Depository Trust Company. On or before the Closing Date, the Representatives and counsel for the Underwriters shall have raised any objection with respect received such further documents, opinions, certificates, letters and schedules or instruments relating to the fairness or reasonableness business, corporate, legal and financial affairs of the underwritingCompany and the Subsidiaries as they shall have heretofore reasonably requested from the Company. All such documents, opinions, certificates, letters, schedules or other arrangements of instruments delivered pursuant to this Agreement will comply with the transactions, contemplated hereby. (l) At least one business day prior provisions hereof only if they are reasonably satisfactory in all material respects to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price Underwriters and counsel for the Private Placement Warrants to be deposited into Underwriters. The Company and the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof Subsidiary Guarantor shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) FINRA shall not have raised any objection with respect furnish to the fairness or reasonableness Underwriters such conformed copies of such documents, opinions, certificates, letters, schedules and instruments in such quantities as the underwriting, or other arrangements of the transactions, contemplated herebyUnderwriters shall reasonably request.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof, at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Representatives Company shall have received furnish to you at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an opinion and negative assurance letter of Ellenoff Gxxxxxxx & Schole Xxxxxxxx Chance US LLP, counsel to for the Company, addressed to the Underwriters, and dated the Time Of Purchase time of purchase or the Additional Time Of Purchaseadditional time of purchase, as the case may be, with executed copies for each Underwriter, in form and substance satisfactory to the Representativesforms set forth in Exhibit B hereto. (b) The Representatives Company shall furnish to you at the time of purchase and, if applicable, at the additional time of purchase, an opinion of Marks & Clerk LLP, special counsel for the Company with respect to patents and/or proprietary rights, addressed to the Underwriters, and dated the time of purchase or the additional time of purchase, as the case may be, with executed copies for each Underwriter, in the forms set forth in Exhibit C hereto. (c) The Company shall furnish to you at the time of purchase and, if applicable, at the additional time of purchase, an opinion of Xxxxxxxx & Xxxxxxxx LLP, special counsel for the Company with respect to patents and/or proprietary rights, addressed to the Underwriters, and dated the time of purchase or the additional time of purchase, as the case may be, with executed copies for each Underwriter, in the forms set forth in Exhibit D hereto. (d) The Company shall furnish to you at the time of purchase and, if applicable, at the additional time of purchase, an opinion of Xxxxx Xxxxx, special counsel for the Company with respect to the laws of Jersey, addressed to the Underwriters, and dated the time of purchase or the additional time of purchase, as the case may be, with executed copies for each Underwriter, in the form set forth in Exhibit E hereto. (e) You shall have received from Mxxxxx Ernst & Young LLP letters dated, respectively, the date of this Agreement, the Time Of Purchase time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, each and addressed to the Underwriters (with executed copies for each Underwriter) in form and substance the forms reasonably satisfactory to the Representatives, which letters of shall cover, without limitation, the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the various financial statements and certain financial information disclosures contained or incorporated by reference in the in the Registration Statement, the Disclosure Package and the Prospectus. (cf) The Representatives You shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an the favorable opinion of Gxxxxxxxx Txxxxxx Xxxxxxxxx & Xxxxxxx LLP, counsel to for the Underwriters, dated the Time Of Purchase time of purchase or such Additional Time Of Purchasethe additional time of purchase, as the case may be, in form and substance reasonably satisfactory to the Representatives. (dg) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which either Representative you shall have objected in writing. (eh) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement registration statement required to be filed, prior to the sale of the UnitsShares, under the Act pursuant to Rule 462(b) shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be. If Rule 430A under the Act is used, and the Prospectus, and any supplement thereto, Prospectus shall have been filed in with the manner and within the time period required by Commission pursuant to Rule 424(b) under the Act at or before 5:30 P.M., New York City time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Act). (fi) The written consent of the Jersey Financial Services Commission to circulation of the Prospectus pursuant to the Jersey Companies (General Provisions) (Jersey) Order 2002 shall have been obtained and shall be subsisting, and the written consent of the Jersey Financial Services Commission to the issue or transfer (as applicable) of the Shares pursuant to the Jersey Control Of Borrowing (Jersey) Order 1958 shall have been obtained and shall be subsisting. (j) Prior to and at the Time time of Purchasepurchase, and, if applicable, each Additional Time the additional time of Purchasepurchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall 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; (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; (iv) the no Disclosure Package, and any no amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Free Writing Prospectuses, if any, and none of the Permitted Exempt Written Communications, if any, shall include an 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 are made, not misleading. (gk) The Company will, at the Time time of Purchase, purchase and, if applicable, each Additional Time at the additional time of Purchasepurchase, deliver to the Representatives you a certificate of its Chief Executive Officer and its Chief Financial Officer, dated the Time time of Purchase purchase or such Additional Time the additional time of Purchasepurchase, as the case may be, in the form attached as Exhibit B F hereto. (hl) [Intentionally Omitted.] (m) You shall have received each of the signed Lock-Up Agreements referred to in Section 3(bb) hereof, and each such Lock-Up Agreement shall be in full force and effect at the time of purchase and the additional time of purchase, as the case may be. (n) The Company shall have furnished to the Representatives you such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus or the Disclosure Package and the Prospectus as of the Time Of Purchase time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, as the Representatives you may reasonably request. (io) The Company shall have furnished to the Representatives at the Time Of Purchase executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, and the Insider Letter. (j) The Units, the Common Stock and the Public Warrants Shares shall have been approved for listing on Nasdaq, subject only to notice of issuance and evidence of satisfactory distribution the Nasdaq at or prior to the Time Of Purchase time of purchase or each Additional Time Of Purchasethe additional time of purchase, as the case may be. (kp) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof, at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Representatives Company shall have received furnish to the Representative at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an opinion of Ellenoff Gxxxxxxx Shearman & Schole Sterling LLP, counsel to for the Company, addressed to the Underwriters, and dated the Time Of Purchase time of purchase or the Additional Time Of Purchaseadditional time of purchase, as the case may be, with executed copies for each Underwriter, and in form and substance satisfactory to the RepresentativesRepresentative. (b) The Representatives Representative shall have received from Mxxxxx LLP letters dated, respectively, the date of this Agreement, the Time Of Purchase date of the Prospectus, the time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, each and addressed to the Underwriters (with executed copies for each Underwriter) in form and substance the forms satisfactory to the RepresentativesRepresentative, which letters of shall cover, without limitation, the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the various financial statements and certain financial information disclosures contained or incorporated by reference in the in the Registration Statement, the Disclosure Package and the Prospectus. (c) The Representatives Representative shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an opinion of Gxxxxxxxx Txxxxxx White & Case LLP, counsel to for the Underwriters, dated the Time Of Purchase time of purchase or such Additional Time Of Purchasethe additional time of purchase, as the case may be, in form and substance reasonably satisfactory to the RepresentativesRepresentative. (d) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which either the Representative shall have objected in writing. (e) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement registration statement required to be filed, prior to the sale of the Units, under the Act pursuant to Rule 462(b) shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be. If Rule 430A under the Act is used, and the Prospectus, and any supplement thereto, Prospectus shall have been filed in with the manner and within the time period required by Commission pursuant to Rule 424(b) under the Act at or before 5:30 P.M., New York City time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Act). (f) Prior to and at the Time time of Purchasepurchase, and, if applicable, each Additional Time the additional time of Purchasepurchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall 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; (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; (iv) the no Disclosure Package, and any no amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written Communications, if any, shall include an 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 are made, not misleading. (g) The Company will, at the Time time of Purchase, purchase and, if applicable, each Additional Time at the additional time of Purchasepurchase, deliver to the Representatives Representative a certificate of its Chief Executive Officer and its Chief Financial Officer, dated the Time time of Purchase purchase or such Additional Time the additional time of Purchasepurchase, as the case may be, in the form attached as Exhibit B A hereto. (h) The Company shall have furnished to the Representatives Representative such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus or the Prospectus as of the Time Of Purchase time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, as the Representatives Representative may reasonably request. (i) The Company shall have furnished to the Representatives Representative at the Time Of Purchase time of purchase executed copies of the Trust Agreement, the Warrant AgreementAgreements, the Sponsor Subscription Agreement, the Private Placement Forward Purchase Agreement, the Sponsor Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, Agreement and the Insider Letter. (j) The Units, the Common Stock and the Public Warrants shall have been approved for listing on Nasdaq, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase time of purchase or each Additional Time Of Purchasethe additional time of purchase, as the case may be. (k) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are Underwriter and Substituted Purchasers to purchase and pay for any of the Units shall be subject to the accuracy of the representations and warranties on the part of the Company on the date hereof, at the Time Of Purchase and, if applicable, at each Additional Time Of Purchase, the performance by the Company Corporation of its obligations covenants and agreements hereunder and to the satisfaction of the following additional conditions precedentat the Closing Time: (a) The Representatives the Underwriter shall have completed its due diligence investigations, which in the Underwriter’s opinion has not revealed any material information or fact not generally known to the public which might, acting reasonably, affect the market price of the Common Shares, the quality of the investment or the marketability of the Offering; (b) the Underwriter shall have received at a favourable legal opinion dated the Time Of Purchase and, if applicable, at each Additional Time Of Purchase, an opinion of Ellenoff Gxxxxxxx & Schole LLP, counsel to Closing Date from the CompanyCorporation’s Counsel, addressed to the UnderwritersUnderwriter and the Substituted Purchasers substantially in the form annexed hereto as Schedule “A”, dated and addressing any other matters reasonably requested by the Time Of Purchase or the Additional Time Of PurchaseUnderwriter. In giving its opinion, Corporation’s Counsel may rely (i) exclusively upon opinions of local counsel as the case may be, with executed copies for each Underwriter, in form and substance satisfactory to the Representatives.matters mentioned therein relating to jurisdictions where Corporation’s Counsel does not practice law and (ii) as to matters of fact, upon certificates of officers of the Corporation and of public officials; (bc) The Representatives the Underwriter shall have received a favourable legal opinion dated the Closing Date from Mxxxxx LLP letters datedthe Corporation’s U.S. Counsel, respectivelyaddressed to the Underwriter and the Substituted Purchasers substantially in the form annexed hereto as Schedule “B”, and addressing any other matters reasonably requested by the Underwriter; (d) the Underwriter shall have received an undertaking in its favour executed by the directors and officers of the Corporation (in respect of any securities of the Corporation held directly or indirectly) whereby, subject to Section 4, such individuals agree not to offer or sell, agree to offer or sell, or enter into an arrangement to offer or sell any Common Shares or other securities of the Corporation, or securities convertible into, exchangeable for, or otherwise exercisable to acquire any securities of the Corporation at any time until the date which is 120 days following the Closing Date without the prior written consent of the Corporation and the Underwriter and except pursuant to a formal takeover bid made in respect of the Corporation; (e) the Underwriter shall have received certified copies of the articles and by-laws of the Corporation, and all resolutions and by-laws of or in respect of the Corporation passed in connection with the transactions, actions, events and conditions contemplated by this Agreement, the Time Of Purchase andWarrant Indenture, if applicableand the Subscription Agreements including, each Additional Time Of Purchasewithout limitation, each addressed to the Underwriters in form and substance satisfactory to the Representatives, which letters of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial statements and certain financial information contained or incorporated by reference in the in the Registration Statementresolutions authorizing this Agreement, the Disclosure Package Warrant Indenture, the Subscription Agreements and the Prospectus. (c) The Representatives shall have received at the Time Of Purchase and, if applicable, at each Additional Time Of Purchase, an opinion of Gxxxxxxxx Txxxxxx LLP, counsel to the Underwriters, dated the Time Of Purchase or such Additional Time Of Purchase, as the case may be, in form issuance and substance reasonably satisfactory to the Representatives. (d) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which either Representative shall have objected in writing. (e) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement required to be filed, prior to the sale of the Units, shall have been filed Units and shall have become effective under the Act or the Exchange Act, as the case may be, Broker Warrants and the Prospectustransactions, actions, events and any supplement thereto, have been filed in conditions contemplated hereby or such other authorizing documents acceptable to the manner and within the time period required by Rule 424(b).Underwriter; (f) Prior the Underwriter shall have received a certificate, or certificates, dated the Closing Date and executed by the President and Chief Executive Officer and the Chief Financial Officer of the Corporation (or such other officers of the Corporation as may be acceptable to and at the Time Underwriter), on behalf of Purchasethe Corporation, andwithout personal liability, if applicable, each Additional Time of Purchase, to the effect that: (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act order, ruling or proceedings initiated under Section 8(d) determination suspending or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall 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; (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; (iv) the Disclosure Package, and any amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written Communications, if any, shall include an 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 are made, not misleading. (g) The Company will, at the Time of Purchase, and, if applicable, each Additional Time of Purchase, deliver to the Representatives a certificate of its Chief Executive Officer and its Chief Financial Officer, dated the Time of Purchase or such Additional Time of Purchase, as the case may be, in the form attached as Exhibit B hereto. (h) The Company shall have furnished to the Representatives such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus or the Prospectus as of the Time Of Purchase and, if applicable, each Additional Time Of Purchase, as the Representatives may reasonably request. (i) The Company shall have furnished to the Representatives at the Time Of Purchase executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, and the Insider Letter. (j) The Units, cease trading the Common Stock and the Public Warrants shall have Shares has been approved for listing on Nasdaq, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase or each Additional Time Of Purchase, as the case may be. (k) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchaseissued, and no proceedings for that purpose have been instituted or, to the knowledge of such officers, contemplated or threatened by any Securities Commission; (ii) the representations and warranties of the Corporation contained in this Agreement are true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time; (iii) the Corporation has complied with all the terms and conditions of this Agreement on its part to be complied with at or before the Closing Time; (iv) as to such other matters of a factual nature as are appropriate and usual in the circumstances and as the Underwriter or the Underwriter’s Counsel may reasonably request; (g) the Underwriter shall be satisfied that the Corporation has obtained all requisite approvals and consents in connection with this Offering from all necessary Governmental Authorities; (h) the Corporation shall have delivered the certificates representing the Units in accordance with Section 6; (i) the Corporation shall have delivered the Broker Warrants to the Underwriter; (j) the Underwriter shall have received its fee and reimbursement for expenses incurred to the Closing Date in the manner specified in Section 6; (k) the Warrant Indenture shall have been instituted or duly executed and delivered by the Corporation and Pacific Corporate Trust Company, in a form satisfactory to the Underwriter; and (l) the Underwriter shall have received a copy of a letter from the TSXV confirming that the Units have been threatenedconditionally accepted for listing on the TSXV. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof, at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Company shall furnish to the Representatives shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an opinion of Ellenoff Gxxxxxxx Xxxxxxxx & Schole LLP, counsel to for the Company, addressed to the Underwriters, and dated the Time Of Purchase time of purchase or the Additional Time Of Purchaseadditional time of purchase, as the case may be, with executed copies for each Underwriter, and in form and substance satisfactory to the Representatives. (b) The Representatives shall have received from Mxxxxx LLP WithumSmith+Xxxxx, PC letters dated, respectively, the date of this Agreement, the Time Of Purchase date of the Prospectus, the time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, each and addressed to the Underwriters (with executed copies for each Underwriter ) in form and substance the forms satisfactory to the Representatives, which letters of shall cover, without limitation, the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the various financial statements and certain financial information disclosures contained or incorporated by reference in the in the Registration Statement, the Disclosure Package and the Prospectus. (c) The Representatives shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an the favorable opinion of Gxxxxxxxx Txxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to for the Underwriters, dated the Time Of Purchase time of purchase or such Additional Time Of Purchasethe additional time of purchase, as the case may be, in form and substance reasonably satisfactory to the Representatives. (d) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which either Representative shall have objected in writing. (e) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement registration statement required to be filed, prior to the sale of the Units, under the Act pursuant to Rule 462(b) shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be. If Rule 430A under the Act is used, and the Prospectus, and any supplement thereto, Prospectus shall have been filed in with the manner and within the time period required by Commission pursuant to Rule 424(b) under the Act at or before 5:30 P.M., New York City time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Act). (f) Prior to and at the Time time of Purchasepurchase, and, if applicable, each Additional Time the additional time of Purchasepurchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall 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; (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; (iv) the no Disclosure Package, and any no amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written Communications, if any, shall include an 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 are made, not misleading. (g) The Company will, at the Time time of Purchase, purchase and, if applicable, each Additional Time at the additional time of Purchasepurchase, deliver to the Representatives a certificate of its Chief Executive Officer and its Chief Financial Officer, dated the Time time of Purchase purchase or such Additional Time the additional time of Purchasepurchase, as the case may be, in the form attached as Exhibit B hereto. (h) The Company shall have furnished to the Representatives such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus or the Prospectus as of the Time Of Purchase time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, as the Representatives may reasonably request. (i) The Company shall have furnished to the Representatives at the Time Of Purchase time of purchase and deliver to the Representatives executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Securities Assignment Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Administrative Services Agreement, Agreement and the Insider LetterLetters. (j) The Units, the Common Stock and the Public Warrants Units shall have been approved for listing on Nasdaqthe NASDAQ, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase time of purchase or each Additional Time Of Purchasethe additional time of purchase, as the case may be. (k) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder to purchase Shares at the Closing Time or on the Date of Delivery, as applicable, are subject to the accuracy of the representations and warranties on the part of the Company in all material respects on the date hereof, hereof and at the Closing Time Of Purchase andand on each Date of Delivery, if as applicable, at each Additional Time Of Purchase, the performance by the Company of its obligations hereunder in all material respects and to the satisfaction of the following additional further conditions precedentat the Closing Time or on the Date of Delivery, as applicable: (a) The Representatives Company shall have received furnish to the Underwriters at the Closing Time Of Purchase and, if applicable, at and on each Additional Time Of Purchase, Date of Delivery an opinion of Ellenoff Gxxxxxxx & Schole LLPMichael G. Costello, counsel to General Counsel for the Company, addressed to the Underwriters, dated Xxxxxxxxxxxx xxx xated the Closing Time Of Purchase or the Additional Time Of Purchase, as the case may be, with executed copies for and each Underwriter, Date of Delivery and in form and substance satisfactory to Lord, Bissell & Brook, counsel for the Representatives.Underwriters, stating that: (bi) The Representatives shall the Company has an authorized and outstanding capitalization as set forth in the Prospectus under the caption "Capitalization"; the outstanding shares of capital stock of the Company and its Subsidiaries have received been duly and validly authorized and issued and are fully paid and non-assessable, and all of the outstanding shares of capital stock of the Subsidiaries are directly or indirectly owned of record and beneficially by the Company; except as disclosed in the Prospectus, there are no outstanding (i) securities or obligations of the Company or any of its Subsidiaries convertible into or exchangeable for any capital stock of the Company or any such Subsidiary, (ii) warrants, rights or options to subscribe for or purchase from Mxxxxx LLP letters datedthe Company or any such Subsidiary any such capital stock or any such convertible or exchangeable securities or obligations, respectivelyor (iii) obligations of the Company or any such Subsidiary to issue any shares of capital stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options; (ii) the Company and its Subsidiaries (all of which are named in an exhibit to the Registration Statement) each has been duly incorporated and is validly existing as a corporation in good standing under the laws of its respective jurisdiction of incorporation with full corporate power and authority to own its respective properties and to conduct its respective business as described in the Registration Statement and Prospectus and, in the case of the Company, to execute and deliver this Agreement and to consummate the transactions described in this Agreement; (iii) the Company and its Subsidiaries are duly qualified or licensed by each jurisdiction in which they conduct their respective businesses and in which the failure, individually or in the aggregate, to be so licensed could have a material adverse effect on the assets, business, operations, earnings, prospects, properties or condition (financial or otherwise) of the Company and its Subsidiaries taken as a whole, and the Company and its Subsidiaries are duly qualified, and are in good standing, in each jurisdiction in which they own or lease real property or maintain an office and in which such qualification is necessary except where the failure to be so qualified and in good standing would not have a material adverse effect on the assets, business, operations, earnings, prospects, properties or condition (financial or otherwise) of the Company and its Subsidiaries taken as a whole; except as disclosed in the Prospectus, no Subsidiary is prohibited or restricted, directly or indirectly, from paying dividends to the Company, or from making any other distribution with respect to such Subsidiary's capital stock or from repaying to the Company or any other Subsidiary, any amounts which may from time to time become due under any loans or advances to such Subsidiary from the Company or such other Subsidiary; other than as disclosed in the Prospectus, the date Company does not own, directly or indirectly, any capital stock or other equity securities of any other corporation or any ownership interest in any partnership, joint venture or other association; (iv) to such counsel's knowledge, the Company and its Subsidiaries are in compliance in all material respects with all applicable laws, orders, rules, regulations and orders, including those relating to transactions with affiliates; (v) to such counsel's knowledge, neither the Company nor any of its Subsidiaries is in breach of, or in default under (nor has any event occurred which with notice, lapse of time, or both would constitute a breach of, or default under), any license, indenture, mortgage, deed of trust, loan or credit agreement or any other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which any of them or their respective properties may be bound or affected or under any law, regulation or rule or any decree, judgment or order applicable to the Company or any of its Subsidiaries, except such breaches or defaults which would not have a material adverse effect on the assets, business, operations, earnings, prospects, properties or condition (financial or otherwise) of the Company and its Subsidiaries taken as a whole; (vi) the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (A) conflict with, or result in any breach of, or constitute a default under (nor constitute any event which with notice, lapse of time, or both would constitute a breach of or default under), (i) any provisions of the articles of incorporation, charter or by-laws of the Company or any Subsidiary, (ii) any provision of any material license, indenture, mortgage, deed of trust, loan, credit or other agreement or instrument known by such counsel and to which the Company or any Subsidiary is a party or by which any of them or their respective properties or assets may be bound or affected, (iii) any law or regulation binding upon or applicable to the Company or any Subsidiary or any of their respective properties or assets, or (iv) any decree, judgment or order known to such counsel to be applicable to the Company or any Subsidiary; or (B) result in the creation or imposition of any lien, charge, claim or encumbrance upon any property or assets of the Company or its Subsidiaries; (vii) no approval, authorization, consent or order of or filing with any federal or state governmental or regulatory commission, board, body, authority or agency is required in connection with the execution, delivery and performance of this Agreement, the Time Of Purchase andconsummation of the transaction contemplated hereby, if applicableand the sale and delivery of the Shares by the Company as contemplated hereby, other than such as have been obtained or made under the Securities Act and the Securities Act Regulations, and except that such counsel need express no opinion as to any necessary qualification under the state securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Underwriters or any approval of the underwriting terms and arrangements by the National Association of Securities Dealers, Inc.; (viii) to such counsel's knowledge, each Additional Time Of Purchaseof the Company and its Subsidiaries has all necessary licenses, each addressed authorizations, consents and approvals and has made all necessary filings required under any federal, state or local law, regulation or rule, and has obtained all necessary authorizations, consents and approvals from other persons, required to conduct their respective businesses, as described in the Prospectus, except to the Underwriters extent that any failure to have any such authorizations, consents or approvals would not, individually or in form the aggregate, have a material adverse effect on the assets, business, operations, earnings, prospects, properties or condition (financial or otherwise) of the Company and substance satisfactory its Subsidiaries taken as a whole; to such counsel's knowledge neither the Company nor any Subsidiaries is in violation of, in default under, or has received any notice regarding a possible violation, default or revocation of any such license, authorization, consent or approval or any federal, state, local or foreign law, regulation or decree, order or judgment applicable to the RepresentativesCompany or any of its Subsidiaries, except any such violation, default or revocation which letters would not, individually or in the aggregate, have a material adverse effect on the assets, business, operations, earnings, prospects, properties or condition (financial or otherwise) of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to Company and its Subsidiaries taken as a whole; and (ix) the financial statements under the captions "Capitalization" and certain financial information contained or incorporated by reference in the "Regulation" in the Registration Statement, the Disclosure Package and the Prospectus. (c) The Representatives shall have received at the Time Of Purchase and, if applicable, at each Additional Time Of Purchase, an opinion of Gxxxxxxxx Txxxxxx LLP, counsel to the Underwriters, dated the Time Of Purchase or such Additional Time Of Purchase, as the case may be, in form and substance reasonably satisfactory to the Representatives. (d) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which either Representative shall have objected in writing. (e) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement required to be filed, prior to the sale of the Units, shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be, and the Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b). (f) Prior to and at the Time of Purchase, and, if applicable, each Additional Time of Purchase, (i) no stop order with respect to the effectiveness insofar as such statements constitute a summary of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall not contain an untrue statement of a material fact or omit legal matters referred to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, constitute accurate summaries thereof in the light of the circumstances under which they are made, not misleading; (iv) the Disclosure Package, and any amendment or supplement thereto, shall not include an untrue statement of a all 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 are made, not misleading; and (v) none of the Permitted Exempt Written Communications, if any, shall include an 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 are made, not misleadingrespects. (g) The Company will, at the Time of Purchase, and, if applicable, each Additional Time of Purchase, deliver to the Representatives a certificate of its Chief Executive Officer and its Chief Financial Officer, dated the Time of Purchase or such Additional Time of Purchase, as the case may be, in the form attached as Exhibit B hereto. (h) The Company shall have furnished to the Representatives such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus or the Prospectus as of the Time Of Purchase and, if applicable, each Additional Time Of Purchase, as the Representatives may reasonably request. (i) The Company shall have furnished to the Representatives at the Time Of Purchase executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, and the Insider Letter. (j) The Units, the Common Stock and the Public Warrants shall have been approved for listing on Nasdaq, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase or each Additional Time Of Purchase, as the case may be. (k) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company and the Manager on the date hereof, at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, the performance by the Company and the Manager of its their respective obligations hereunder and to the following additional conditions precedent: (a) The Representatives Company shall have received furnish to you at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an opinion of Ellenoff Gxxxxxxx Xxxxxxxx & Schole Worcester LLP, counsel to for the Company, addressed to the Underwriters, and dated the Time Of Purchase time of purchase or the Additional Time Of Purchaseadditional time of purchase, as the case may be, with an executed copies copy for each Representative and an executed or reproduced copy for each other Underwriter, and in form and substance reasonably satisfactory to the Representatives. In rendering their opinion as aforesaid, Xxxxxxxx & Worcester LLP may limit such opinion to matters of federal, Massachusetts and New York law and the Delaware Limited Liability Company Act. (b) The Company shall furnish to you at the time of purchase and, if applicable, at the additional time of purchase, an opinion of Xxxxxxx LLP, Maryland counsel for the Company, addressed to the Underwriters, and dated the time of purchase or the additional time of purchase, as the case may be, with an executed copy for each Representative and an executed or reproduced copy for each other Underwriter, and in form and substance reasonably satisfactory to the Representatives. (bc) The Representatives You shall have received from Mxxxxx Ernst & Young LLP letters dated, respectively, the date of this Agreement, the Time Of Purchase date of the Prospectus, the time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, each and addressed to the Underwriters (with an executed copy for each Representative and an executed or reproduced copy for each other Underwriter) in form and substance the forms reasonably satisfactory to the Representatives, which letters shall include statements and information of the type ordinarily included in accountants’ “comfort letters” to underwritersunderwriters covering, with respect to without limitation, the various financial statements and certain financial information disclosures contained or incorporated by reference in the in the Registration Statement, the Disclosure Package and the ProspectusProspectus with respect to the Company. (cd) The Representatives You shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an the favorable opinion of Gxxxxxxxx Txxxxxx Sidley Austin LLP, counsel to for the Underwriters, dated the Time Of Purchase time of purchase or such Additional Time Of Purchasethe additional time of purchase, as the case may be, in form and substance reasonably satisfactory to the Representatives. (de) All of the Transaction Documents shall have been executed and delivered contemporaneously with or prior to the sale of the Firm Shares other than the Credit Facility which was executed and delivered on December 29, 2017. (f) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which either Representative you shall have reasonably objected as soon as reasonably practicable in writing. (eg) The Registration Statement, Statement the Exchange Act Registration Statement and any Rule 462(b) Registration Statement registration statement required to be filed, prior to the sale of the UnitsShares, under the Act pursuant to Rule 462(b) under the Act shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be. If Rule 430A under the Act is used, and the Prospectus, and any supplement thereto, Prospectus shall have been filed in with the manner and within the time period required by Commission pursuant to Rule 424(b) under the Act at or before 5:30 P.M., New York City time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Act). (fh) Prior to and at the Time time of Purchasepurchase, and, if applicable, each Additional Time the additional time of Purchase, purchase: (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all post-effective amendments thereto shall 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; (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; (iv) the no Disclosure Package, and any no amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written CommunicationsFree Writing Prospectuses, if any, shall include an 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 are made, not misleading. (gi) You shall have received each of the signed agreements (the “Lock-Up Agreements”) in the form set forth as Exhibit A hereto from each of the parties set forth in Exhibit A-1 hereto, and each such Lock-Up Agreement shall be in full force and effect at the time of purchase and the additional time of purchase, as the case may be. (j) The Company will, at the Time time of Purchase, purchase and, if applicable, each Additional Time at the additional time of Purchasepurchase, deliver to the Representatives you a certificate of its President and Chief Executive Operating Officer and its Chief Financial Officer, on behalf of the Company, dated the Time time of Purchase purchase or such Additional Time the additional time of Purchasepurchase, as the case may be, in the form attached as Exhibit B hereto. (hk) The Company will, at the time of purchase and, if applicable, at the additional time of purchase, deliver to you a certificate of its Chief Financial Officer, on behalf of the Company, dated the time of purchase or the additional time of purchase, as the case may be, in the form attached as Exhibit C. (l) The Manager will, at the time of purchase and, if applicable, at the additional time of purchase, deliver to you a certificate of its Chief Executive Officer and its Executive Vice President, on behalf of the Manager, dated the time of purchase or the additional time of purchase, as the case may be, in the form attached as Exhibit D hereto. (m) You shall have received, at the time of purchase and, if applicable, at the additional time of purchase, a certificate of the President and Chief Operating Officer and Chief Financial Officer of SIR, on behalf of the SIR, dated the time of purchase or the additional time of purchase, as the case may be, in the form attached as Exhibit E. (n) You shall have received, at the time of execution of this Agreement, from SIR a letter dated as of such date, in form and substance reasonably satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters, regarding certain representations and warranties and agreements. (o) The Company shall have furnished to the Representatives you such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus or the any Permitted Free Writing Prospectus as of the Time Of Purchase time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, as the Representatives you may reasonably request. (ip) The Company shall have furnished to the Representatives at the Time Of Purchase executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, and the Insider Letter. (j) The Units, the Common Stock and the Public Warrants Shares shall have been approved for listing quotation on the Nasdaq, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase time of purchase or each Additional Time Of Purchasethe additional time of purchase, as the case may be. (kq) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder to purchase Shares at the Closing Time or on each Option Closing Time, as applicable, are subject to the accuracy of the representations and warranties on the part of the Company hereunder on the date hereof, hereof and at the Closing Time Of Purchase andand on each Option Closing Time, if as applicable, at each Additional Time Of Purchase, the performance by the Company of its obligations hereunder and to the satisfaction of the following additional further conditions precedentat the Closing Time or on each Option Closing Time, as applicable: (a) The Representatives Company shall have received furnish to the Underwriters at the Closing Time Of Purchase and, if applicable, at and on each Additional Option Closing Time Of Purchase, an opinion of Ellenoff Gxxxxxxx & Schole LLP, Xxxxx Xxxxxx Xxxxxxxx LLP counsel to for the CompanyCompany and the Subsidiaries, addressed to the Underwriters and dated the Closing Time and each Option Closing Time, in form and substance reasonably satisfactory to Manatt, Xxxxxx & Xxxxxxxx, LLP, counsel for the Underwriters, to the effect set forth in Exhibit B hereto. (b) On the date of this Agreement and at the Closing Time and each Option Closing Time (if applicable), the Representative shall have received from KPMG LLP letters dated the Time Of Purchase or respective dates of delivery thereof and addressed to the Additional Time Of Purchase, as the case may be, with executed copies for each UnderwriterRepresentative, in form and substance satisfactory to the RepresentativesRepresentative, containing statements and information of the type specified in AU Section 634 “Letters for Underwriters and Certain other Requesting Parties” issued by the American Institute of Certified Public Accountants with respect to the financial statements, including any pro forma financial statements, and certain financial information of the Company and the Subsidiaries included in the Registration Statement, the Prospectus and the Disclosure Package, and such other matters customarily covered by comfort letters issued in connection with registered public offerings; provided, that the letters delivered at the Closing Time and each Option Closing Time (if applicable) shall use a “cut-off” date no more than three business days prior to such Closing Time or such Option Closing Time, as the case may be. In the event that the letters referred to above set forth any changes in indebtedness, decreases in total assets or retained earnings or increases in borrowings, it shall be a further condition to the obligations of the Underwriters that (A) such letters shall be accompanied by a written explanation of the Company as to the significance thereof, unless the Representative deems such explanation unnecessary, and (B) such changes, decreases or increases do not, in the sole judgment of the Representative, make it impractical or inadvisable to proceed with the purchase and delivery of the Shares as contemplated by the Registration Statement. (bc) The Representatives Representative shall have received from Mxxxxx LLP letters datedat the Closing Time and on each Option Closing Time the favorable opinion of Manatt, respectivelyXxxxxx & Xxxxxxxx, LLP, dated the date of this AgreementClosing Time or such Option Closing Time, the Time Of Purchase and, if applicable, each Additional Time Of Purchase, each addressed to the Underwriters Representative and in form and substance satisfactory to the Representatives, which letters of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial statements and certain financial information contained or incorporated by reference in the in the Registration Statement, the Disclosure Package and the Prospectus. (c) The Representatives shall have received at the Time Of Purchase and, if applicable, at each Additional Time Of Purchase, an opinion of Gxxxxxxxx Txxxxxx LLP, counsel to the Underwriters, dated the Time Of Purchase or such Additional Time Of Purchase, as the case may be, in form and substance reasonably satisfactory to the RepresentativesRepresentative. (d) The Registration Statement shall have become effective not later than 5:00 p.m., New York City time, on the date of this Agreement, or such later time and date as the Representative shall approve. (e) No Prospectus or amendment or supplement to the Registration Statement or Statement, the Prospectus or any document in the Disclosure Package shall have been filed to which either Representative the Underwriters shall have objected in writing. (e) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement required to be filed, prior to the sale of the Units, shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be, and the Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b). (f) Prior to the Closing Time and at the each Option Closing Time of Purchase, and, if applicable, each Additional Time of Purchase, (i) no stop order with respect to suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Prospectus or any document in the Disclosure Package shall have been issued under issued, and no proceedings for such purpose shall have been initiated or threatened, by the Act or proceedings initiated under Section 8(d) or 8(e) Commission, and no suspension of the Actqualification of the Shares for offering or sale in any jurisdiction, or the initiation or threatening of any proceedings for any of such purposes, has occurred; (ii) all requests for additional information on the part of the Commission shall have been complied with to the reasonable satisfaction of the Representative; (iii) the Registration Statement and all amendments thereto shall 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; and (iiiiv) neither the latest Preliminary Prospectus nor and the Prospectus, and no amendment or supplement thereto, Disclosure Package shall include not contain an 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 are were made, not misleading; . (ivg) All filings with the Commission required by Rule 424 of the Securities Act Regulations to have been filed by the Closing Time shall have been made within the applicable time period prescribed for such filing by such Rule. (h) Between the time of execution of this Agreement and the Closing Time or the relevant Option Closing Time there shall not have been any Material Adverse Change or any prospective Material Adverse Change, and (ii) no transaction which is material and unfavorable to the Company shall have been entered into by the Company or any of the Subsidiaries, in each case, which in the Representative’ sole judgment, makes it impracticable or inadvisable to proceed with the public offering of the Shares as contemplated by the Registration Statement. (i) The Shares shall have been approved for inclusion in the Nasdaq Global Market. (j) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. (k) The Representative shall have received lock-up agreements from each officer, director and significant shareholders (including employees holding options or other forms of equity compensation) of the Company, in the form of Exhibit A attached hereto, and such letter agreements shall be in full force and effect. (l) The Company will, at the Closing Time and on each Option Closing Time, deliver to the Underwriters a certificate of its Chairman of the Board, Chief Executive Officer, President, Chief Operating Officer or Vice President and Chief Accounting Officer or Chief Financial Officer, to the effect that: (i) the representations and warranties of the Company in this Agreement are true and correct, as if made on and as of the Closing Time or any Option Closing Time, as applicable, 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 the Closing Time or any Option Closing Time, as applicable; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued and no proceedings for that purpose have been instituted or are pending or threatened under the Securities Act; (iii) the signers of such certificate have carefully examined the Registration Statement, the Prospectus, the Disclosure Package, and any amendment or supplement thereto, shall and this Agreement, and that when the Registration Statement became effective and at all times subsequent thereto up to the Closing Time or any Option Closing Time, as applicable, the Registration Statement and the Prospectus and the Preliminary Prospectus, and any amendments or supplements thereto contained all material information required to be included therein by the Securities Act, the Exchange Act, the Securities Act Regulations or the Exchange Act Regulations, as the case may be, and in all material respects conformed to the requirements of the Securities Act, the Exchange Act the Securities Act Regulations or the Exchange Act Regulations,, as the case may be; the Registration Statement and any amendments thereto, did not include and, as of the Closing Time or any Option Closing Time, as applicable, does not contain 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 not misleading and the Prospectus and the Disclosure Package, and any amendments or supplements thereto, did not and as of the Closing Time or any Option Closing Time, as applicable, do not include any 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, in the light of the circumstances under which they are were made, not misleading; and (v) none and, since the effective date of the Permitted Exempt Written CommunicationsRegistration Statement, if any, shall include there has occurred no event required by the Securities Act and Securities Act Regulations to be set forth in an untrue statement amendment or supplement to the Prospectus or the Disclosure Package which has not been so set forth; and (iv) subsequent to the respective dates as of a material fact or omit to state a material fact necessary in order to make the statements therein, which information is given in the light Registration Statement, the Prospectus and the Disclosure Package, there has not been (a) any Material Adverse Change, (b) any transaction that is material to the Company and the Subsidiaries considered as one enterprise, except transactions entered into in the ordinary course of business, (c) any obligation, direct or contingent, that is material to the Company and the Subsidiaries considered as one enterprise, incurred by the Company or the Subsidiaries, except obligations incurred in the ordinary course of business, (d) any change in the capital stock or outstanding indebtedness of the circumstances under Company or any Subsidiary that is material to the Company and the Subsidiaries considered as one enterprise, (e) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company or any Subsidiary, or (f) any loss or damage (whether or not insured) to the property of the Company or any Subsidiary which they are made, not misleadinghas been sustained or will have been sustained which has a Material Adverse Effect. (g) The Company will, at the Time of Purchase, and, if applicable, each Additional Time of Purchase, deliver to the Representatives a certificate of its Chief Executive Officer and its Chief Financial Officer, dated the Time of Purchase or such Additional Time of Purchase, as the case may be, in the form attached as Exhibit B hereto. (hm) The Company shall have furnished to the Representatives Underwriters such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus or the Prospectus and the Disclosure Package, the representations, warranties and statements of the Company contained herein and the performance by the Company of its covenants contained herein, and the fulfillment of any conditions contained herein, as of the Closing Time Of Purchase and, if applicable, each Additional Time Of Purchaseor any Option Closing Time, as the Representatives Underwriters may reasonably request. (i) The Company shall have furnished to the Representatives at the Time Of Purchase executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, and the Insider Letter. (j) The Units, the Common Stock and the Public Warrants shall have been approved for listing on Nasdaq, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase or each Additional Time Of Purchase, as the case may be. (k) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof, at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchaseadditional time of purchase, the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Representatives shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchaseadditional time of purchase, an opinion of Ellenoff Gxxxxxxx & Schole LLPXxxxxxxx Xxxxxx, counsel to the Company, addressed to the Underwriters, dated the Time Of Purchase time of purchase or the Additional Time Of Purchaseadditional time of purchase, as the case may be, with executed copies for each Underwriter, in form and substance satisfactory to the Representatives. (b) The Representatives shall have received from Mxxxxx Xxxxxx LLP letters dated, respectively, the date of this Agreement, the Time Of Purchase date of the Prospectus, the time of purchase and, if applicable, each Additional Time Of Purchaseadditional time of purchase, each addressed to the Underwriters (with executed copies for each Underwriter) in form and substance satisfactory to the Representatives, which letters of shall cover, without limitation, the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the various financial statements and certain financial information disclosures contained or incorporated by reference in the in the Registration Statement, the Disclosure Package and the Prospectus. (c) The Representatives shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchaseadditional time of purchase, an opinion of Gxxxxxxxx Txxxxxx Ellenoff Xxxxxxxx & Schole LLP, counsel to the Underwriters, dated the Time Of Purchase time of purchase or such Additional Time Of Purchaseadditional time of purchase, as the case may be, in form and substance reasonably satisfactory to the Representatives. (d) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which either Representative shall have objected in writing. (e) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement registration statement required to be filed, prior to the sale of the Units, under the Act pursuant to Rule 462(b) shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be. If Rule 430A under the Act is used, and the Prospectus, and any supplement thereto, Prospectus shall have been filed in with the manner and within the time period required by Commission pursuant to Rule 424(b) under the Act at or before 5:30 P.M., New York City time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Act). (f) Prior to and at the Time time of Purchasepurchase, and, if applicable, each Additional Time additional time of Purchasepurchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall 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; (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; (iv) the no Disclosure Package, and any no amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written Communications, if any, shall include an 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 are made, not misleading. (g) The Company will, at the Time time of Purchase, purchase and, if applicable, at each Additional Time additional time of Purchasepurchase, deliver to the Representatives a certificate of its Chief Executive Officer President and its Chief Financial Officer, dated the Time time of Purchase purchase or such Additional Time additional time of Purchasepurchase, as the case may be, in the form attached as Exhibit B hereto. (h) The Company shall have furnished to the Representatives such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus or the Prospectus as of the Time Of Purchase time of purchase and, if applicable, each Additional Time Of Purchaseadditional time of purchase, as the Representatives may reasonably request. (i) The Company shall have furnished to the Representatives or their counsel at the Time Of Purchase time of purchase executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, and the Insider LetterLetters. (j) The Units, the Common Stock and the Public Warrants shall have been approved for listing on Nasdaqthe NYSE, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase time of purchase or each Additional Time Of Purchaseadditional time of purchase, as the case may be. (k) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company and the Manager on the date hereof and at the time of purchase (and the several obligations of the Underwriters at any additional time of purchase are subject to the accuracy of the representations and warranties on the part of the Company and the Manager on the date hereof, at the Time Of Purchase andtime of purchase (unless previously waived) and at any additional time of purchase, if applicable, at each Additional Time Of Purchaseas the case may be), the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Company shall cause to be furnished to the Representatives shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchaseany additional time of purchase, an opinion of Ellenoff Gxxxxxxx & Schole Xxxxxx Xxxxxx LLP, counsel to for the Company, addressed to the UnderwritersRepresentatives, and dated the Time Of Purchase or date of the Additional Time Of Purchasetime of purchase or, as if applicable the case may bedate of any additional time of purchase, with executed reproduced copies for each Underwriter, of the other Underwriters and in form and substance satisfactory to the RepresentativesRepresentatives substantially in the form of Exhibit B attached hereto. (b) The Company shall cause to be furnished to the Representatives shall have received from Mxxxxx LLP letters dated, respectively, at the date time of this Agreement, the Time Of Purchase purchase and, if applicable, each Additional Time Of Purchaseany additional time of purchase, each an opinion of XxXxx Xxxxxx LLP, special tax counsel for the Company, addressed to the Underwriters in form and substance satisfactory to the Representatives, which letters and dated the date of the type ordinarily included in accountants’ “comfort letters” to underwriterstime of purchase or, if applicable the date of any additional time of purchase, with respect reproduced copies for each of the other Underwriters and in form satisfactory to the financial statements and certain financial information contained or incorporated by reference Representatives substantially in the in the Registration Statement, the Disclosure Package and the Prospectusform of Exhibit C attached hereto. (c) The Representatives shall have received at from KPMG, letters dated the Time Of Purchase date hereof, the date of the time of purchase and, if applicable, the date of any additional time of purchase, and addressed to the Representatives (with reproduced copies for each of the Underwriters) in the form heretofore approved by the Representatives relating to the financial statements, including any pro forma financial statements of the Company and the Subsidiaries and such other matters customarily covered by comfort letters issued in connection with a registered public offering. In the event that the letters referred to above set forth any such changes, decreases or increases, it shall be a further condition to the obligations of the Underwriters that (i) such letters shall be accompanied by a written explanation of the Company as to the significance thereof, unless the Representatives deem such explanation unnecessary, and (ii) such changes, decreases or increases do not, in the sole judgment of the Representatives, make it impractical or inadvisable to proceed with the purchase and delivery of the Shares as contemplated by the Registration Statement, the General Disclosure Package and the Prospectus. (d) The Underwriters shall have received at each Additional Time Of Purchasethe time of purchase and any additional time of purchase, an as the case may be, the favorable opinion of Gxxxxxxxx Txxxxxx Xxxxxxxx Chance US LLP, counsel to for the Underwriters, dated the Time Of Purchase or such Additional Time Of Purchasedate of the time of purchase and any additional time of purchase, as the case may be, in a form and substance reasonably satisfactory to the RepresentativesUnderwriters. In rendering the foregoing opinion, such counsel may rely, as to matters involving the laws of the State of Maryland, upon the opinion addressed to the Representatives of Xxxxxx Xxxxxx LLP, counsel for the Company, and XxXxx Xxxxxx LLP, special tax counsel for the Company. (de) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus Prospectus, including documents deemed to be incorporated by reference therein, shall have been be filed to which either Representative shall have objected the Underwriters object in writing. (e) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement required to be filed, prior to the sale of the Units, shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be, and the Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b). (f) Prior to and at the Time time of Purchasepurchase or any additional time of purchase, and, if applicable, each Additional Time of Purchaseas the case may be, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Securities Act or proceedings initiated under Section 8(d) or 8(e) of the Securities Act; (ii) the Registration Statement and all amendments thereto thereto, or modifications thereof, if any, shall 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; and (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment all amendments or supplement supplements thereto, or modifications thereof, if any, shall include not contain 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, in the light of the circumstances under which they are made, not misleading; (iv) the Disclosure Package, and any amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written Communications, if any, shall include an 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 are made, not misleading. (g) A prospectus containing Rule 430B information shall have been filed with the Commission in the manner and within the time period required by Rule 424(b) without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance with the requirements of Rule 430B). (h) Between the time of execution of this Agreement and the time of purchase or any additional time of purchase, as the case may be, (i) no material and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement, General Disclosure Package and Prospectus), in the business, condition, net worth or prospects of the Company or the Subsidiaries shall occur or become known and (ii) no transaction which is material and unfavorable to the Company, the Subsidiaries or the Manager shall have been entered into by the Company or any of the Subsidiaries. (i) The Company will, at the Time time of Purchasepurchase or any additional time of purchase, and, if applicable, each Additional Time of Purchaseas the case may be, deliver to the Representatives a certificate of two of its Chief Executive Officer executive officers to the effect that the representations and warranties of the Company and the Manager as set forth in this Agreement are true and correct as of each such date, that the Company shall perform and shall have performed such of its Chief Financial Officer, dated obligations under this Agreement as are to be performed at or before the Time time of Purchase purchase or such Additional Time any additional time of Purchasepurchase, as the case may be, and that the conditions set forth in the form attached as Exhibit B heretosubsections (e) and (g) of this Section 6 have been met. (hj) The Company shall have furnished to the Representatives such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus or the General Disclosure Package and the Prospectus as of the Time Of Purchase andtime of purchase and any additional time of purchase, if applicable, each Additional Time Of Purchaseas the case may be, as the Representatives may reasonably request. (ik) The Company shall have furnished to the Representatives at the Time Of Purchase executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, and the Insider Letter. (j) The Units, the Common Stock and the Public Warrants Shares shall have been or will be approved for listing on Nasdaqthe NYSE, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase time of purchase or each Additional Time Of Purchaseany additional time of purchase, as the case may be. (kl) FINRA Between the time of execution of this Agreement and the time of purchase or any additional time of purchase, as the case may be, there shall not have raised occurred any objection with respect to downgrading, nor shall any notice or announcement have been given or made of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the fairness rating accorded any securities of or reasonableness of the underwriting, or other arrangements of the transactions, contemplated hereby. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated guaranteed by the Representative pursuant to Section ‎4(aCompany by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) hereof shall have been issued as of under the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatenedSecurities Act. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof, at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Company shall furnish to the Representatives shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an opinion of Ellenoff Gxxxxxxx Xxxxxxxx & Schole LLP, counsel to for the Company, addressed to the Underwriters, and dated the Time Of Purchase time of purchase or the Additional Time Of Purchaseadditional time of purchase, as the case may be, with executed copies for each Underwriter, and in form and substance satisfactory to the Representatives. (b) The Representatives shall have received from Mxxxxx Xxxxx Xxxxxxxx LLP letters dated, respectively, the date of this Agreement, the Time Of Purchase date of the Prospectus, the time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, each and addressed to the Underwriters (with executed copies for each Underwriter) in form and substance the forms satisfactory to the Representatives, which letters of shall cover, without limitation, the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the various financial statements and certain financial information disclosures contained or incorporated by reference in the in the Registration Statement, the Disclosure Package and the Prospectus. (c) The Representatives shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an opinion of Gxxxxxxxx Txxxxxx Ropes & Xxxx LLP, counsel to for the Underwriters, dated the Time Of Purchase time of purchase or such Additional Time Of Purchasethe additional time of purchase, as the case may be, in form and substance reasonably satisfactory to the Representatives. (d) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which either Representative shall have objected in writing. (e) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement registration statement required to be filed, prior to the sale of the Units, under the Act pursuant to Rule 462(b) shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be. If Rule 430A under the Act is used, and the Prospectus, and any supplement thereto, Prospectus shall have been filed in with the manner and within the time period required by Commission pursuant to Rule 424(b) under the Act at or before 5:30 P.M., New York City time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Act). (f) Prior to and at the Time time of Purchasepurchase, and, if applicable, each Additional Time the additional time of Purchasepurchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall 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; (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; (iv) the no Disclosure Package, and any no amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written Communications, if any, shall include an 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 are made, not misleading. (g) The Company will, at the Time time of Purchase, purchase and, if applicable, each Additional Time at the additional time of Purchasepurchase, deliver to the Representatives a certificate of its Co-Chief Executive Officer and its Chief Financial OfficerOfficers, dated the Time time of Purchase purchase or such Additional Time the additional time of Purchasepurchase, as the case may be, in the form attached as Exhibit B A hereto. (h) The Company shall have furnished to the Representatives such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus or the Prospectus as of the Time Of Purchase time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, as the Representatives may reasonably request. (i) The Company shall have furnished to the Representatives at the Time Of Purchase time of purchase executed copies of the Trust Agreement, the Warrant Agreement, the Sponsor Subscription Agreement, the Investor Subscription Agreement, the Private Placement Warrants Warrant Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, Agreement and the Insider Letter. (j) The Units, the Common Stock and the Public Warrants shall have been approved for listing on Nasdaq, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase time of purchase or each Additional Time Of Purchasethe additional time of purchase, as the case may be. (k) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof, at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchaseadditional time of purchase, the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Representatives Company shall have received furnish to the Representative at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchaseadditional time of purchase, an opinion and negative assurance letter of Ellenoff Gxxxxxxx White & Schole Case LLP, U.S counsel to the Company, and an opinion of Mxxxxx and Cxxxxx, Cayman Islands counsel to the Company, each addressed to the UnderwritersUnderwriters (with executed copies for each Underwriter), dated the Time Of Purchase time of purchase or the Additional Time Of Purchasesuch additional time of purchase, as the case may be, with executed copies for each Underwriter, and in form and substance satisfactory to the RepresentativesRepresentative. (b) The Representatives Representative shall have received from Mxxxxx LLP letters dated, respectively, the date of this Agreement, the Time Of Purchase date of the Prospectus, the time of purchase and, if applicable, each Additional Time Of Purchaseadditional time of purchase, each addressed to the Underwriters (with executed copies for each Underwriter) in form and substance satisfactory to the RepresentativesRepresentative, which letters of shall cover, without limitation, the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the various financial statements and certain financial information disclosures contained or incorporated by reference in the in the Registration Statement, the Disclosure Package and the Prospectus. (c) The Representatives Representative shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchaseadditional time of purchase, an opinion and negative assurance letter of Gxxxxxxxx Txxxxxx Ellenoff Gxxxxxxx & Schole LLP, counsel to the Underwriters, dated the Time Of Purchase time of purchase or such Additional Time Of Purchaseadditional time of purchase, as the case may be, in form and substance reasonably satisfactory to the RepresentativesRepresentative. (d) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which either the Representative shall have objected in writing. (e) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement registration statement required to be filed, prior to the sale of the Units, under the Act pursuant to Rule 462(b) shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be. If Rule 430A under the Act is used, and the Prospectus, and any supplement thereto, Prospectus shall have been filed in with the manner and within the time period required by Commission pursuant to Rule 424(b) under the Act at or before 5:30 P.M., New York City time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Act). (f) Prior to and at the Time time of Purchasepurchase, and, if applicable, each Additional Time additional time of Purchasepurchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall 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; (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; (iv) the no Disclosure Package, and any no amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written Communications, if any, shall include an 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 are made, not misleading. (g) The Company will, at the Time time of Purchase, purchase and, if applicable, at each Additional Time additional time of Purchasepurchase, deliver to the Representatives Representative a certificate of its Chief Executive Officer and its Chief Financial Officer, dated the Time time of Purchase purchase or such Additional Time additional time of Purchasepurchase, as the case may be, in the form attached as Exhibit B A hereto. (h) The Company shall have furnished to the Representatives Representative such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus or the Prospectus as of the Time Of Purchase time of purchase and, if applicable, each Additional Time Of Purchaseadditional time of purchase, as the Representatives Representative may reasonably request. (i) The Company shall have furnished to the Representatives Representative at the Time Of Purchase time of purchase executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Insider Letter and the Administrative Services Agreement, and the Insider Letter. (j) The Units, the Common Stock Class A Ordinary Shares and the Public Warrants shall have been approved for listing on Nasdaqthe NYSE, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase time of purchase or each Additional Time Of Purchaseadditional time of purchase, as the case may be. (k) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof, at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Representatives Company shall have received furnish to you at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an opinion of Ellenoff Gxxxxxxx Winston & Schole Xxxxxx LLP, counsel to for the Company, addressed to the Underwriters, and dated the Time Of Purchase time of purchase or the Additional Time Of Purchaseadditional time of purchase, as the case may be, with executed copies for each Underwriter, and in form and substance satisfactory to the Representativesyou. (b) The Representatives You shall have received from Mxxxxx LLP each of (i) BDO USA LLP, the registered public or certified public accountant of the Company, (ii) WithumSmith+Xxxxx PC, the predecessor registered public or certified public accountant of the Company and (iii) Xxxxxxx Xxxxx & Xxxxxx LLP, the registered public or certified public accountant of Capital, letters dated, respectively, the date of this Agreement, the Time Of Purchase date of the Prospectus, the time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, each and addressed to the Underwriters (with executed copies for each Underwriter) in form and substance the forms satisfactory to the Representativesyou, which letters of shall cover, without limitation, the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the various financial statements and certain financial information disclosures contained or incorporated by reference in the in the Registration Statement, the Disclosure Package and the Prospectus. (c) The Representatives You shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an the favorable opinion of Gxxxxxxxx Txxxxxx Ropes & Xxxx LLP, counsel to for the Underwriters, dated the Time Of Purchase time of purchase or such Additional Time Of Purchasethe additional time of purchase, as the case may be, in form and substance reasonably satisfactory to the Representativesyou. (d) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which either Representative you shall have objected in writing. (e) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement registration statement required to be filed, prior to the sale of the UnitsShares, under the Act pursuant to Rule 462(b) shall have been filed and shall have become effective under the Act. If Rule 430A under the Act or is used, the Exchange Act, as the case may be, and the Prospectus, and any supplement thereto, Prospectus shall have been filed in with the manner and within the time period required by Commission pursuant to Rule 424(b) under the Act at or before 5:30 P.M., New York City time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Act). (f) Prior to and at the Time time of Purchasepurchase, and, if applicable, each Additional Time the additional time of Purchasepurchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall 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; (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; (iv) the no Disclosure Package, and any no amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written Communications, if any, shall include an 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 are made, not misleading. (g) The Company will, at the Time time of Purchase, purchase and, if applicable, each Additional Time at the additional time of Purchasepurchase, deliver to the Representatives you a certificate of its Chief Executive Officer and its Chief Financial Officer, dated the Time time of Purchase purchase or such Additional Time the additional time of Purchasepurchase, as the case may be, in the form attached as Exhibit B C hereto. (h) The Chief Financial Officer of the Company shall have furnished to you a certificate, dated the Representatives date hereof and the time of purchase or an additional time of purchase, as the case may be, respectively, in form and substance satisfactory to you. (i) You shall have received each of the signed Lock-Up Agreements referred to in Section 3(z) hereof, and each such Lock-Up Agreement shall be in full force and effect at the time of purchase and the additional time of purchase, as the case may be. (j) The Company shall have furnished to you such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus or the Prospectus as of the Time Of Purchase time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, as the Representatives you may reasonably request. (ik) The Company shall have furnished to the Representatives at the Time Of Purchase executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, and the Insider Letter. (j) The Units, the Common Stock and the Public Warrants Shares shall have been approved for listing quotation on Nasdaq, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase time of purchase or each Additional Time Of Purchasethe additional time of purchase, as the case may be. (kl) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters Underwriter hereunder are subject to the accuracy of the representations and warranties on the part of the Company Holdings and each Selling Stockholder on the date hereof, hereof and at the Time Of Purchase and, if applicable, at each Additional Time Of Purchasetime of purchase, the performance by the Company Holdings and each Selling Stockholder of its each of their respective obligations hereunder (except as would have a de minimis effect) and to the following additional conditions precedent: (a) The Representatives Holdings shall have received furnish to you at the Time Of Purchase andtime of purchase (i) an opinion letter and a negative assurance letter of O’Melveny & Mxxxx LLP, if applicablecounsel for Holdings, at each Additional Time Of Purchasesubstantially in the form as set forth in Exhibit B-1 hereto, (ii) an opinion of Ellenoff Gxxxxxxx & Schole LLPDxxxxx X. Xxxxxx, Senior Vice President, General Counsel and Assistant Secretary of Holdings, in the form as set forth in Exhibit B-2 hereto; and (iii) an opinion of Taylors, Bermuda counsel to for Holdings, substantially in the Companyform as set forth in Exhibit B-3 hereto; in each case, addressed to the UnderwritersUnderwriter, and dated the Time Of Purchase or the Additional Time Of Purchase, as the case may betime of purchase, with executed copies for each Underwriter, in form and substance satisfactory to the Representatives. (b) [Reserved]. (c) The Representatives Apollo Selling Stockholders shall furnish to you at the time of purchase an opinion of (i) Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP, counsel for the Apollo Selling Stockholders, substantially in the form as set forth in Exhibit C-1 hereto; (ii) Walkers, Cayman Islands counsel for certain of the Apollo Selling Stockholders, substantially in the form as set forth in Exhibit C-2 hereto; and (iii) Cxxxx Xxxxx, Guernsey counsel for one certain Apollo Selling Stockholder, substantially in the form of Exhibit C-3 hereto; in each case, addressed to the Underwriter, and dated the time of purchase, with executed copies for the Underwriter. (d) Star NCLC shall furnish to you at the time of purchase an opinion of (i) Cxxxxx Xxxxxxxx Xxxxx & Hxxxxxxx LLP, counsel for Star NCLC, substantially in the form as set forth in Exhibit D-1 hereto and (ii) Cxxxxxx Dxxx & Pxxxxxx Limited, special Bermuda counsel for Star NCLC, substantially in the form as set forth in Exhibit D-2 hereto; in each case, addressed to the Underwriter and dated the time of purchase with executed copies for the Underwriter. (e) You shall have received from Mxxxxx PricewaterhouseCoopers LLP letters dated, respectively, the date of this Agreement, Agreement and the Time Of Purchase and, if applicable, each Additional Time Of Purchase, each time of purchase and addressed to the Underwriters Underwriter in form and substance the forms reasonably satisfactory to the RepresentativesUnderwriter, which letters of shall cover, without limitation, the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the various financial statements and certain financial information disclosures contained or incorporated by reference in the in the Registration Statement, the Disclosure Package and the Prospectus. (cf) The Representatives [Reserved.] (g) You shall have received at the Time Of Purchase and, if applicable, at each Additional Time Of Purchase, an time of purchase the favorable opinion of Gxxxxxxxx Txxxxxx LLPCxxxxx Xxxxxx & Rxxxxxx llp, counsel to for the UnderwritersUnderwriter, dated the Time Of Purchase or such Additional Time Of Purchase, as the case may betime of purchase, in form and substance reasonably satisfactory to the RepresentativesUnderwriter. (dh) No Prospectus or amendment or supplement You shall have received at the time of purchase the favorable opinion of Axxxxxx (Bermuda) Limited, Bermuda counsel for the Underwriter, dated the time of purchase, form and substance reasonably satisfactory to the Registration Statement or the Prospectus shall have been filed to which either Representative shall have objected in writingUnderwriter. (ei) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement required to be filed, prior to the sale of the Units, shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be, and the Prospectus, and any supplement thereto, . The Prospectus shall have been filed with the Commission in accordance with the manner rules and within regulations under the time period required by Rule 424(b)Act. (fj) Prior to and at the Time time of Purchasepurchase, and, if applicable, each Additional Time of Purchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall 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; (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; (iv) the Disclosure Package, and any amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written Communications, if any, shall include an 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 are made, not misleading. (gk) The Company Holdings will, at the Time time of Purchase, and, if applicable, each Additional Time of Purchasepurchase, deliver to the Representatives you a certificate of its President and Chief Executive Officer and its Executive Vice President and Chief Financial Officer, dated the Time time of Purchase or such Additional Time of Purchase, as the case may be, purchase in the form attached as Exhibit B E hereto. (h) The Company shall have furnished to the Representatives such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus or the Prospectus as of the Time Of Purchase and, if applicable, each Additional Time Of Purchase, as the Representatives may reasonably request. (i) The Company shall have furnished to the Representatives at the Time Of Purchase executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, and the Insider Letter. (j) The Units, the Common Stock and the Public Warrants shall have been approved for listing on Nasdaq, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase or each Additional Time Of Purchase, as the case may be. (k) 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. (l) At least one business day prior Each Selling Stockholder will, at the time of purchase, deliver to you a certificate, dated the Time Of Purchase, time of purchase in the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Accountform attached as Exhibit F hereto. (m) No order preventing or suspending the sale You shall have received each of the Units signed Lock-Up Agreements referred to in any jurisdiction designated by the Representative pursuant to Section ‎4(a3(u) hereof shall have been issued as of the Time Of Purchasehereof, and no proceedings for that purpose each such Lock-Up Agreement shall have been instituted or shall have been threatenedbe in full force and effect at the time of purchase. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company and the Manager on the date hereof, at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, the performance by the Company and the Manager of its their respective obligations hereunder and to the following additional conditions precedent: (a) The Representatives Company shall have received furnish to you at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an opinion of Ellenoff Gxxxxxxx Xxxxxxxx & Schole Worcester LLP, counsel to for the Company, addressed to the Underwriters, and dated the Time Of Purchase time of purchase or the Additional Time Of Purchaseadditional time of purchase, as the case may be, with an executed copies copy for each Representative and an executed or reproduced copy for each other Underwriter, and in form and substance satisfactory to the Representatives. (b) The Representatives Company shall furnish to you at the time of purchase and, if applicable, at the additional time of purchase, an opinion of Xxxxxxx LLP, Maryland counsel for the Company, addressed to the Underwriters, and dated the time of purchase or the additional time of purchase, as the case may be, with an executed copy for each Representative and an executed or reproduced copy for each other Underwriter, and in form and substance satisfactory to the Representatives. (c) You shall have received from Mxxxxx Ernst & Young LLP letters dated, respectively, the date of this Agreement, the Time Of Purchase date of the Prospectus, the time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, each and addressed to the Underwriters (with an executed copy for each Representative and an executed or reproduced copy for each other Underwriter) in form and substance the forms satisfactory to the Representatives, which letters shall include statements and information of the type ordinarily included in accountants’ “comfort letters” to underwritersunderwriters covering, with respect to without limitation, the financial statements and certain the various other financial information disclosures contained or incorporated by reference in the in the Registration Statement, the Disclosure Package and the ProspectusProspectus with respect to the Company. (cd) The Representatives You shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an the favorable opinion of Gxxxxxxxx Txxxxxx Sidley Austin LLP, counsel to for the Underwriters, dated the Time Of Purchase time of purchase or such Additional Time Of Purchasethe additional time of purchase, as the case may be, in form and substance reasonably satisfactory to the Representatives. (de) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which either Representative you shall have reasonably objected as soon as reasonably practicable in writing. (ef) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement registration statement required to be filed, prior to the sale of the UnitsShares, under the Act pursuant to Rule 462(b) under the Act shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be. If Rule 430A under the Act is used, and the Prospectus, and any supplement thereto, Prospectus shall have been filed in with the manner and within the time period required by Commission pursuant to Rule 424(b) under the Act at or before 5:30 P.M., New York City time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Act). (fg) Prior to and at the Time time of Purchasepurchase, and, if applicable, each Additional Time the additional time of Purchasepurchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all post-effective amendments thereto shall 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; (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; (iv) the no Disclosure Package, and any no amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written CommunicationsFree Writing Prospectuses, if any, shall include an 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 are made, not misleading; and (vi) the Company shall not have become the subject of a proceeding under Section 8A of the Act in connection with the offering of the Shares. (gh) The Company will, at the Time time of Purchase, purchase and, if applicable, each Additional Time at the additional time of Purchasepurchase, deliver to the Representatives you a certificate of its Chief Executive Officer and its Chief Financial Officer, on behalf of the Company, dated the Time time of Purchase purchase or such Additional Time the additional time of Purchasepurchase, as the case may be, in the form attached as Exhibit B hereto. (hi) The Company will, at the time of purchase and, if applicable, at the additional time of purchase, deliver to you a certificate of its Chief Financial Officer, on behalf of the Company, dated the time of purchase or the additional time of purchase, as the case may be, in the form attached as Exhibit C. (j) The Manager will, at the time of purchase and, if applicable, at the additional time of purchase, deliver to you a certificate of its Chief Executive Officer and its Chief Financial Officer, on behalf of the Manager, dated the time of purchase or the additional time of purchase, as the case may be, in the form attached as Exhibit D hereto. (k) The Manager will, at the time of purchase and, if applicable, at the additional time of purchase, deliver to you a certificate of its Chief Financial Officer, on behalf of the Manager, dated the time of purchase or the additional time of purchase, as the case may be, in the form attached as Exhibit E. (l) You shall have received each of the signed agreements (the “Lock-Up Agreements”) in the form set forth as Exhibit A hereto from each of the parties set forth in Exhibit A-1 hereto, and each such Lock-Up Agreement shall be in full force and effect at the time of purchase and the additional time of purchase, as the case may be. (m) The Company shall have furnished to the Representatives you such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus or the any Permitted Free Writing Prospectus as of the Time Of Purchase time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, as the Representatives you may reasonably request. (in) The Company Shares shall have furnished to the Representatives at the Time Of Purchase executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, and the Insider Letter. (j) The Units, the Common Stock and the Public Warrants shall have been remain approved for listing on Nasdaq, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase or each Additional Time Of Purchase, as the case may be. (ko) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are ------------------------------------------- Underwriter to purchase and pay for the Debentures shall be subject in its discretion to the accuracy of and compliance with the representations and the warranties on the part of the Company on herein contained as of the date hereofhereof and the Closing Date, at the Time Of Purchase and, if applicable, at each Additional Time Of Purchase, to the performance by the Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) The Representatives shall have received at the Time Of Purchase and, if applicable, at each Additional Time Of Purchase, an opinion of Ellenoff Gxxxxxxx & Schole LLP, counsel to the Company, addressed to the Underwriters, dated the Time Of Purchase or the Additional Time Of Purchase, as the case may be, with executed copies for each Underwriter, in form and substance satisfactory to the Representatives. (b) The Representatives shall have received from Mxxxxx LLP letters dated, respectively, the date of this Agreement, the Time Of Purchase and, if applicable, each Additional Time Of Purchase, each addressed to the Underwriters in form and substance satisfactory to the Representatives, which letters of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial statements and certain financial information contained or incorporated by reference in the in the Registration Statement, the Disclosure Package and the Prospectus. (c) The Representatives shall have received at the Time Of Purchase and, if applicable, at each Additional Time Of Purchase, an opinion of Gxxxxxxxx Txxxxxx LLP, counsel to the Underwriters, dated the Time Of Purchase or such Additional Time Of Purchase, as the case may be, in form and substance reasonably satisfactory to the Representatives. (d) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which either Representative shall have objected in writing. (e) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement required to be filed, prior to the sale of the Units, shall have been filed and shall have become effective and the Indenture qualified under the Trust Indenture Act or not later than ___ P.M., St. Louis time on such date as shall be consented to in writing by the Exchange Act, as Underwriter and the case may beCompany, and the Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b). (f) Prior to and at the Time of Purchase, and, if applicable, each Additional Time of Purchase, (i) no stop order with respect to suspending the effectiveness of the such Registration Statement shall have been issued under the Act or proceedings therefor initiated under Section 8(d) or 8(e) threatened by the Commission prior to the Closing Date; and all requests for additional information on the part of the Act; Commission shall have been complied with to the reasonable satisfaction of the Underwriter. (iib) The Underwriter shall not have advised the Company that the Registration Statement and all amendments thereto shall not contain or Prospectus, or any amendment thereof or supplement thereto, contains an untrue statement of a material fact which in its judgment, is material, or omit omits to state a material fact which, in its judgment, is material, and is required to be stated therein or necessary to make the statements therein not misleading. (c) On the Closing Date, the Underwriter shall have received an opinion, dated the Closing Date, of Xxxxxx & Xxxxxxx, counsel for the Company, substantially in the form of Exhibit A attached hereto. (d) On the Closing Date, the Underwriter shall have received from Xxxxxxxxx Xxxxxxxx LLP an opinion or opinions with respect to the sufficiency of the Company proceedings and other legal matters relating to this Agreement, the Registration Statement, the Prospectus and such related matters as the Underwriter may reasonably require, and there shall have been furnished to such counsel such documents as they may request to enable them to pass upon such matters. In giving such opinion or opinions, Xxxxxxxxx Xxxxxxxx LLP may rely as to matters of fact upon statements and certifications of officers of the Company and of other appropriate persons and may rely as to matters of law, other than the law of the United States and the State of Missouri, upon an opinion or opinions of local counsel, who may be counsel for the Company, provided that any such opinion or opinions are delivered to the Underwriter and that said counsel shall state that they have no reason to believe that such opinions are not correct. (e) On the Closing Date, the Underwriter shall have received a certificate, dated the Closing Date, signed by the chief executive officer or president and principal financial or accounting officer of the Company, in form and substance satisfactory to the Underwriter, to the effect that (i) the representations and warranties of the Company in this Agreement are true and correct as if made on the Closing Date and the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) since the respective dates as of which information is given in the Prospectus, there has not been any material adverse change in the business, operations, assets, financial condition or prospects, of the Company, or in the business of the Company; (iii) neither since such dates there has not been any material transaction entered into by the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, Company other than transactions in the light ordinary course of the circumstances under which they are made, not misleadingbusiness; and (iv) no stop order affecting the Disclosure PackageRegistration Statement is in effect or, to the best of such officers' knowledge, threatened, and any amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written Communications, if any, shall include an 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 are made, not misleading. (g) The Company will, at the Time of Purchase, and, if applicable, each Additional Time of Purchase, deliver to the Representatives a certificate of its Chief Executive Officer and its Chief Financial Officer, dated the Time of Purchase or covering such Additional Time of Purchase, other matters as the case may be, in the form attached as Exhibit B hereto. (h) The Company shall have furnished to the Representatives such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus or the Prospectus as of the Time Of Purchase and, if applicable, each Additional Time Of Purchase, as the Representatives Underwriter may reasonably request. (if) The On the date of this Agreement, the Underwriter and the Company shall have furnished received a letter from KPMG LLP dated such date and addressed to the Representatives at the Time Of Purchase executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, Underwriter and the Insider Letter. (j) The Units, the Common Stock Company in form and the Public Warrants shall have been approved for listing on Nasdaq, subject only to notice of issuance and evidence of substance satisfactory distribution at or prior to the Time Of Purchase or each Additional Time Of PurchaseUnderwriter, as the case may be. (k) FINRA shall not have raised any objection with respect to the fairness or reasonableness of financial statements and certain financial and statistical information contained in the underwriting, or other arrangements of Registration Statement and the transactions, contemplated herebyProspectus. (lg) At least one business day prior the Closing Date, the Underwriter and the Company shall have received from KPMG LLP a letter, dated the Closing Date and addressed to the Time Of PurchaseUnderwriter and the Company in form and substance satisfactory to the Underwriter, the Sponsor shall have caused a portion confirming as of the purchase price for Closing Date their letter dated the Private Placement Warrants date hereof and delivered to be deposited into the Trust AccountUnderwriter pursuant to Section 7(f) hereof. (mh) No order preventing or suspending Before _________________________________, counsel for the Underwriter, shall have been furnished with such opinions and copies of such documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Units Debentures as herein contemplated and related proceedings, or in order to evidence the accuracy or completeness of any jurisdiction designated of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Representative pursuant to Section ‎4(a) hereof shall have been issued as Company in connection with the issuance and sale of the Time Of Purchase, Debentures as herein contemplated and no proceedings for that purpose all opinions and certificates mentioned above or elsewhere in this Agreement shall have been instituted or shall have been threatenedbe satisfactory in form and substance in all material respects to the Underwriter and said counsel. (ni) FINRA Except as contemplated in the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have raised been any objection with respect material change in the capital stock, short-term debt or long-term debt of the Company or any material adverse change, or any development specifically related to the fairness or reasonableness business of the underwritingCompany involving a prospective material adverse change, in the business, operations, assets, financial condition or other arrangements prospects of the transactionsCompany considered as a whole which, in the judgment of the Underwriter, makes it impractical to offer or deliver the Debentures on the terms and in the manner contemplated herebyin the Prospectus. If any of the conditions specified in this Section 7 shall not have been fulfilled, this Agreement may be terminated by the Underwriter upon notice to the Company or such conditions may be waived, modified or the time for fulfillment thereof may be extended by the Underwriter upon notice to the Company.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof, at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Company shall furnish to the Representatives shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an opinion of Ellenoff Gxxxxxxx Xxxxxxxx & Schole LLP, counsel to for the Company, addressed to the Underwriters, and dated the Time Of Purchase time of purchase or the Additional Time Of Purchaseadditional time of purchase, as the case may be, with executed copies for each Underwriter, and in form and substance satisfactory to the Representatives. (b) The Representatives shall have received from Mxxxxx Xxxxx Xxxxxxxx LLP letters dated, respectively, the date of this Agreement, the Time Of Purchase date of the Prospectus, the time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, each and addressed to the Underwriters (with executed copies for each Underwriter) in form and substance the forms satisfactory to the Representatives, which letters of shall cover, without limitation, the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the various financial statements and certain financial information disclosures contained or incorporated by reference in the in the Registration Statement, the Disclosure Package and the Prospectus. (c) The Representatives shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an opinion of Gxxxxxxxx Txxxxxx Winston & Xxxxxx LLP, counsel to for the Underwriters, dated the Time Of Purchase time of purchase or such Additional Time Of Purchasethe additional time of purchase, as the case may be, in form and substance reasonably satisfactory to the Representatives. (d) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which either Representative shall have objected in writing. (e) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement registration statement required to be filed, prior to the sale of the Units, under the Act pursuant to Rule 462(b) shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be. If Rule 430A under the Act is used, and the Prospectus, and any supplement thereto, Prospectus shall have been filed in with the manner and within the time period required by Commission pursuant to Rule 424(b) under the Act at or before 5:30 P.M., New York City time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Act). (f) Prior to and at the Time time of Purchasepurchase, and, if applicable, each Additional Time the additional time of Purchasepurchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall 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; (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; (iv) the no Disclosure Package, and any no amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written Communications, if any, shall include an 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 are made, not misleading. (g) The Company will, at the Time time of Purchase, purchase and, if applicable, each Additional Time at the additional time of Purchasepurchase, deliver to the Representatives a certificate of its Chief Executive Officer and its Chief Financial Officer, dated the Time time of Purchase purchase or such Additional Time the additional time of Purchasepurchase, as the case may be, in the form attached as Exhibit B hereto. (h) The Company shall have furnished to the Representatives such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus or the Prospectus as of the Time Of Purchase time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, as the Representatives may reasonably request. (i) The Company shall have furnished to the Representatives at the Time Of Purchase time of purchase executed copies of the Trust Agreement, the Warrant Agreement, the Sponsor Subscription Agreement, the Investor Subscription Agreement, the Private Placement Warrants Warrant Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, Agreement and the Insider Letter. (j) The Units, the Common Stock and the Public Warrants shall have been approved for listing on Nasdaq, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase time of purchase or each Additional Time Of Purchasethe additional time of purchase, as the case may be. (k) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof, at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Company shall furnish to the Representatives shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an opinion of Ellenoff Gxxxxxxx Xxxxxxxx & Schole LLP, counsel to for the Company, addressed to the Underwriters, and dated the Time Of Purchase time of purchase or the Additional Time Of Purchaseadditional time of purchase, as the case may be, with executed copies for each Underwriter, and in form and substance satisfactory to the Representatives. (b) The Representatives shall have received from Mxxxxx LLP WithumSmith+Xxxxx, PC letters dated, respectively, the date of this Agreement, the Time Of Purchase date of the Prospectus, the time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, each and addressed to the Underwriters (with executed copies for each Underwriter ) in form and substance the forms satisfactory to the Representatives, which letters of shall cover, without limitation, the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the various financial statements and certain financial information disclosures contained or incorporated by reference in the in the Registration Statement, the Disclosure Package and the Prospectus. (c) The Representatives shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an the favorable opinion of Gxxxxxxxx Txxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to for the Underwriters, dated the Time Of Purchase time of purchase or such Additional Time Of Purchasethe additional time of purchase, as the case may be, in form and substance reasonably satisfactory to the Representatives. (d) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which either Representative shall have objected in writing. (e) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement registration statement required to be filed, prior to the sale of the Units, under the Act pursuant to Rule 462(b) shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be. If Rule 430A under the Act is used, and the Prospectus, and any supplement thereto, Prospectus shall have been filed in with the manner and within the time period required by Commission pursuant to Rule 424(b) under the Act at or before 5:30 P.M., New York City time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Act). (f) Prior to and at the Time time of Purchasepurchase, and, if applicable, each Additional Time the additional time of Purchasepurchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall 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; (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; (iv) the no Disclosure Package, and any no amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written Testing-the-Waters Communications, if any, shall include an 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 are made, not misleading. (g) The Company will, at the Time time of Purchase, purchase and, if applicable, each Additional Time at the additional time of Purchasepurchase, deliver to the Representatives a certificate of its Chief Executive Officer and its Chief Financial Officer, dated the Time time of Purchase purchase or such Additional Time the additional time of Purchasepurchase, as the case may be, in the form attached as Exhibit B hereto. (h) The Company shall have furnished to the Representatives such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus or the Prospectus as of the Time Of Purchase time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, as the Representatives may reasonably request. (i) The Company shall have furnished to the Representatives at the Time Of Purchase time of purchase and deliver to the Representatives executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Forward Purchase Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Administrative Services Agreement, Agreement and the Insider LetterLetters. (j) The Units, the Common Stock and the Public Warrants Units shall have been approved for listing on Nasdaqthe NYSE, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase time of purchase or each Additional Time Of Purchasethe additional time of purchase, as the case may be. (k) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof, at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Company shall furnish to the Representatives shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, both (1) an opinion and 10b-5 statement of Xxxxxx, Xxxxx & Xxxxxxx LLP, corporate counsel for the Company and (2) an opinion of Ellenoff Gxxxxxxx & Schole LLPXxxxxx and Calder, Cayman Islands counsel to for the Company, each addressed to the Underwriters, Underwriters and dated the Time Of Purchase time of purchase or the Additional Time Of Purchaseadditional time of purchase, as the case may be, with executed copies for each Underwriter, and in form and substance satisfactory to the Representatives. (b) The Representatives shall have received from Mxxxxx LLP WithumSmith+Xxxxx, PC letters dated, respectively, the date of this Agreement, the Time Of Purchase time of purchase, and, if applicable, each Additional Time Of Purchasethe additional time of purchase, each and addressed to the Underwriters in form and substance the forms satisfactory to the Representatives, which letters of shall cover, without limitation, the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the various financial statements and certain financial information disclosures contained or incorporated by reference in the in the Registration Statement, the Disclosure Package and the Prospectus. (c) The Representatives shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an the opinion of Gxxxxxxxx Txxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, counsel to for the Underwriters, dated the Time Of Purchase time of purchase or such Additional Time Of Purchasethe additional time of purchase, as the case may be, in form and substance reasonably satisfactory to the Representatives. (d) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which either Representative the Representatives shall have objected in writing. (e) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement registration statement required to be filed, prior to the sale of the Units, under the Act pursuant to Rule 462(b) shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be. If Rule 430A under the Act is used, and the Prospectus, and any supplement thereto, Prospectus shall have been filed in with the manner and within the time period required by Commission pursuant to Rule 424(b) under the Act at or before 5:30 P.M., New York City time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Act). (f) Prior to and at the Time time of Purchasepurchase, and, if applicable, each Additional Time the additional time of Purchasepurchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall 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; (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; (iv) the no Disclosure Package, and any no amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written Testing-the-Waters Communications, if any, shall include an 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 are made, not misleading. (g) The Company will, at the Time time of Purchase, purchase and, if applicable, each Additional Time at the additional time of Purchasepurchase, deliver to the Representatives a certificate of its Chief Executive Officer and its Chief Financial Officer, dated the Time time of Purchase purchase or such Additional Time the additional time of Purchasepurchase, as the case may be, in the form attached as Exhibit B A hereto. (h) The Company shall have furnished to the Representatives such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus or the Prospectus as of the Time Of Purchase time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, as the Representatives may reasonably request. (i) The Company shall have furnished to the Representatives at the Time Of Purchase time of purchase and deliver to the Representatives executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Trust Agreement, the Registration Rights Agreement, the Administrative Services Warrants Purchase Agreement, the Subscription Agreement, the Securities Subscription Agreement, and the Insider Letter. (j) The Units, the Common Stock and the Public Warrants Units shall have been approved for listing on Nasdaqthe NYSE, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase time of purchase or each Additional Time Of Purchasethe additional time of purchase, as the case may be. (k) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof, at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchaseadditional time of purchase, the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Company shall furnish to the Representatives shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchaseadditional time of purchase, an opinion of Ellenoff Gxxxxxxx Xxxxxxxx & Schole LLP, U.S. counsel to the Company, and an opinion of Xxxxxx and Calder, Cayman Islands counsel to the Company, each addressed to the UnderwritersUnderwriters (with executed copies for each Underwriter), dated the Time Of Purchase time of purchase or the Additional Time Of Purchasesuch additional time of purchase, as the case may be, with executed copies for each Underwriter, and in form and substance satisfactory to the Representatives. (b) The Representatives shall have received from Mxxxxx LLP WithumSmith+Xxxxx, PC letters dated, respectively, the date of this Agreement, the Time Of Purchase date of the Prospectus, the time of purchase and, if applicable, each Additional Time Of Purchaseadditional time of purchase, each addressed to the Underwriters (with executed copies for each Underwriter) in form and substance satisfactory to the Representatives, which letters of shall cover, without limitation, the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the various financial statements and certain financial information disclosures contained or incorporated by reference in the in the Registration Statement, the Disclosure Package and the Prospectus. (c) The Representatives shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchaseadditional time of purchase, an opinion of Gxxxxxxxx Txxxxxx White & Case LLP, U.S. counsel to the Underwriters, dated the Time Of Purchase time of purchase or such Additional Time Of Purchaseadditional time of purchase, as the case may be, in form and substance reasonably satisfactory to the Representatives. (d) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which either Representative the Representatives shall have objected in writing. (e) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement registration statement required to be filed, prior to the sale of the Units, under the Act pursuant to Rule 462(b) shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be. If Rule 430A under the Act is used, and the Prospectus, and any supplement thereto, Prospectus shall have been filed in with the manner and within the time period required by Commission pursuant to Rule 424(b) under the Act at or before 5:30 P.M., New York City time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Act). (f) Prior to and at the Time time of Purchasepurchase, and, if applicable, each Additional Time additional time of Purchasepurchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall 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; (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; (iv) the no Disclosure Package, and any no amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written Communications, if any, shall include an 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 are made, not misleading. (g) The Company will, at the Time time of Purchase, purchase and, if applicable, at each Additional Time additional time of Purchasepurchase, deliver to the Representatives a certificate of its Chief Executive Officer and its Chief Financial Officer, dated the Time time of Purchase purchase or such Additional Time additional time of Purchasepurchase, as the case may be, in the form attached as Exhibit B A hereto. (h) The Company shall have furnished to the Representatives such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus or the Prospectus as of the Time Of Purchase time of purchase and, if applicable, each Additional Time Of Purchaseadditional time of purchase, as the Representatives may reasonably request. (i) The Company shall have furnished to the Representatives at the Time Of Purchase time of purchase executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, and the Insider Letter. (j) The Units, the Common Stock Class A Ordinary Shares and the Public Warrants shall have been approved for listing on Nasdaq, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase time of purchase or each Additional Time Of Purchaseadditional time of purchase, as the case may be. (k) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof, at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchaseadditional time of purchase, the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Representatives Company shall have received furnish to the Representative at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchaseadditional time of purchase, an opinion and negative assurance letter of Ellenoff Gxxxxxxx Xxxxxxxx & Schole Xxxxx LLP, U.S counsel to the Company, and an opinion of Xxxxxxx, Cayman Islands counsel to the Company, each addressed to the UnderwritersUnderwriters (with executed copies for each Underwriter), dated the Time Of Purchase time of purchase or the Additional Time Of Purchasesuch additional time of purchase, as the case may be, with executed copies for each Underwriter, and in form and substance satisfactory to the RepresentativesRepresentative. (b) The Representatives Representative shall have received from Mxxxxx LLP WithumSmith+Xxxxx, PC letters dated, respectively, the date of this Agreement, the Time Of Purchase date of the Prospectus, the time of purchase and, if applicable, each Additional Time Of Purchaseadditional time of purchase, each addressed to the Underwriters (with executed copies for each Underwriter) in form and substance satisfactory to the RepresentativesRepresentative, which letters of shall cover, without limitation, the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the various financial statements and certain financial information disclosures contained or incorporated by reference in the in the Registration Statement, the Disclosure Package and the Prospectus. (c) The Representatives Representative shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchaseadditional time of purchase, an opinion and negative assurance letter of Gxxxxxxxx Txxxxxx Ellenoff Xxxxxxxx & Schole LLP, counsel to the Underwriters, dated the Time Of Purchase time of purchase or such Additional Time Of Purchaseadditional time of purchase, as the case may be, in form and substance reasonably satisfactory to the RepresentativesRepresentative. (d) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which either the Representative shall have objected in writing. (e) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement registration statement required to be filed, prior to the sale of the Units, under the Act pursuant to Rule 462(b) shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be. If Rule 430A under the Act is used, and the Prospectus, and any supplement thereto, Prospectus shall have been filed in with the manner and within the time period required by Commission pursuant to Rule 424(b) under the Act at or before 5:30 P.M., New York City time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Act). (f) Prior to and at the Time time of Purchasepurchase, and, if applicable, each Additional Time additional time of Purchasepurchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall 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; (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; (iv) the no Disclosure Package, and any no amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written Communications, if any, shall include an 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 are made, not misleading. (g) The Company will, at the Time time of Purchase, purchase and, if applicable, at each Additional Time additional time of Purchasepurchase, deliver to the Representatives Representative a certificate of its Chief Executive Officer Chairman and its Chief Financial Executive Officer, dated the Time time of Purchase purchase or such Additional Time additional time of Purchasepurchase, as the case may be, in the form attached as Exhibit B A hereto. (h) The Company shall have furnished to the Representatives Representative such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus or the Prospectus as of the Time Of Purchase time of purchase and, if applicable, each Additional Time Of Purchaseadditional time of purchase, as the Representatives Representative may reasonably request. (i) The Company shall have furnished to the Representatives Representative at the Time Of Purchase time of purchase executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Insider Letter and the Administrative Services Agreement, and the Insider Letter. (j) The Units, the Common Stock Class A Ordinary Shares and the Public Warrants shall have been approved for listing on Nasdaq, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase time of purchase or each Additional Time Of Purchaseadditional time of purchase, as the case may be. (k) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof, at the Time Of Purchase and, if applicable, at each Additional Time Of Purchase, the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Representatives Representative shall have received at the Time Of Purchase and, if applicable, at each Additional Time Of Purchase, an opinion of Ellenoff Gxxxxxxx & Schole LLP, counsel to the Company, addressed to the Underwriters, dated the Time Of Purchase or the Additional Time Of Purchase, as the case may be, with executed copies for each Underwriter, in form and substance satisfactory to the RepresentativesRepresentative. (b) The Representatives Representative shall have received from Mxxxxx LLP WithumSmith+Bxxxx, PC letters dated, respectively, the date of this Agreement, the Time Of Purchase and, if applicable, each Additional Time Of Purchase, each addressed to the Underwriters in form and substance satisfactory to the RepresentativesRepresentative, which letters of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial statements and certain financial information contained or incorporated by reference in the in the Registration Statement, the Disclosure Package and the Prospectus. (c) The Representatives Representative shall have received at the Time Of Purchase and, if applicable, at each Additional Time Of Purchase, an opinion of Gxxxxxxxx Txxxxxx LLP, counsel to the Underwriters, dated the Time Of Purchase or such Additional Time Of Purchase, as the case may be, in form and substance reasonably satisfactory to the RepresentativesRepresentative. (d) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which either the Representative shall have objected in writing. (e) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement required to be filed, prior to the sale of the Units, shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be, and the Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b). (f) Prior to and at the Time of Purchase, and, if applicable, each Additional Time of Purchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall 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; (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; (iv) the Disclosure Package, and any amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written Communications, if any, shall include an 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 are made, not misleading. (g) The Company will, at the Time of Purchase, and, if applicable, each Additional Time of Purchase, deliver to the Representatives Representative a certificate of its Chief Executive Officer and its Chief Financial Officer, dated the Time of Purchase or such Additional Time of Purchase, as the case may be, in the form attached as Exhibit B hereto. (h) The Company shall have furnished to the Representatives Representative such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus or the Prospectus as of the Time Of Purchase and, if applicable, each Additional Time Of Purchase, as the Representatives Representative may reasonably request. (i) The Company shall have furnished to the Representatives Representative at the Time Of Purchase executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, and the Insider Letter. (j) The Units, the Common Stock and the Public Warrants shall have been approved for listing on Nasdaq, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase or each Additional Time Of Purchase, as the case may be. (k) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof, at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchaseadditional time of purchase, the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Representatives Company shall have received furnish to the Representative at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchaseadditional time of purchase, an opinion of Ellenoff Gxxxxxxx White & Schole Case LLP, U.S counsel to the Company, and an opinion of Xxxxxx and Xxxxxx, Cayman Islands counsel to the Company, each addressed to the UnderwritersUnderwriters (with executed copies for each Underwriter), dated the Time Of Purchase time of purchase or the Additional Time Of Purchasesuch additional time of purchase, as the case may be, with executed copies for each Underwriter, and in form and substance satisfactory to the RepresentativesRepresentative. (b) The Representatives Representative shall have received from Mxxxxx LLP WithumSmith+Xxxxx, PC letters dated, respectively, the date of this Agreement, the Time Of Purchase date of the Prospectus, the time of purchase and, if applicable, each Additional Time Of Purchaseadditional time of purchase, each addressed to the Underwriters (with executed copies for each Underwriter) in form and substance satisfactory to the RepresentativesRepresentative, which letters of shall cover, without limitation, the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the various financial statements and certain financial information disclosures contained or incorporated by reference in the in the Registration Statement, the Disclosure Package and the Prospectus. (c) The Representatives Representative shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchaseadditional time of purchase, an opinion of Gxxxxxxxx Txxxxxx Ellenoff Xxxxxxxx & Schole LLP, U.S. counsel to the Underwriters, dated the Time Of Purchase time of purchase or such Additional Time Of Purchaseadditional time of purchase, as the case may be, in form and substance reasonably satisfactory to the RepresentativesRepresentative. (d) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which either the Representative shall have objected in writing. (e) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement registration statement required to be filed, prior to the sale of the Units, under the Act pursuant to Rule 462(b) shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be. If Rule 430A under the Act is used, and the Prospectus, and any supplement thereto, Prospectus shall have been filed in with the manner and within the time period required by Commission pursuant to Rule 424(b) under the Act at or before 5:30 P.M., New York City time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Act). (f) Prior to and at the Time time of Purchasepurchase, and, if applicable, each Additional Time additional time of Purchasepurchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall 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; (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; (iv) the no Disclosure Package, and any no amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written Communications, if any, shall include an 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 are made, not misleading. (g) The Company will, at the Time time of Purchase, purchase and, if applicable, at each Additional Time additional time of Purchasepurchase, deliver to the Representatives Representative a certificate of its Chief Executive Officer and its Chief Financial Officer, dated the Time time of Purchase purchase or such Additional Time additional time of Purchasepurchase, as the case may be, in the form attached as Exhibit B hereto. (h) The Company shall have furnished to the Representatives Representative such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus or the Prospectus as of the Time Of Purchase time of purchase and, if applicable, each Additional Time Of Purchaseadditional time of purchase, as the Representatives Representative may reasonably request. (i) The Company shall have furnished to the Representatives Representative at the Time Of Purchase time of purchase executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Insider Letter and the Administrative Services Agreement, and the Insider Letter. (j) The Units, the Common Stock Class A Ordinary Shares and the Public Warrants shall have been approved for listing on Nasdaqthe NYSE, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase time of purchase or each Additional Time Of Purchaseadditional time of purchase, as the case may be. (k) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company Holdings and each Selling Stockholder on the date hereof, at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, the performance by the Company Holdings and each Selling Stockholder of its each of their respective obligations hereunder (except as would have a de minimis effect) and to the following additional conditions precedent: (a) The Representatives Holdings shall have received furnish to you at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, (i) an opinion letter and a negative assurance letter of O’Melveny & Xxxxx LLP, counsel for Holdings, substantially in the form as set forth in Exhibit B-1 hereto, (ii) an opinion of Ellenoff Gxxxxxxx & Schole LLPXxxxxx X. Xxxxxx, Senior Vice President, General Counsel and Secretary of Holdings, in the form as set forth in Exhibit B-2 hereto; and (iii) an opinion of Xxx Xxxxxxx Xxxxxxxxx Limited, Bermuda counsel to for Holdings, substantially in the Companyform as set forth in Exhibit B-3 hereto; in each case, addressed to the Underwriters, and dated the Time Of Purchase time of purchase or the Additional Time Of Purchaseadditional time of purchase, as the case may be, with executed copies for each Underwriter, in form and substance satisfactory to the Representatives. (b) The Representatives Apollo Selling Stockholders shall furnish to you at the time of purchase and, if applicable, at the additional time of purchase, an opinion of (i) O’Melveny & Xxxxx LLP, counsel for the Apollo Selling Stockholders, substantially in the form as set forth in Exhibit C-1 hereto; (ii) Walkers, Cayman Islands counsel for certain of the Apollo Selling Stockholders, substantially in the form as set forth in Exhibit C-2 hereto; (iii) Xxxxxx & Xxxxxxx P.C., Xxxxxxxx Islands counsel for one certain Apollo Selling Stockholder, substantially in the form of Exhibit C-3 hereto; and (iv) Xxxxx Xxxxx, Guernsey counsel for one certain Apollo Selling Stockholder, substantially in the form of Exhibit C-4 hereto; in each case, addressed to the Underwriters, and dated the time of purchase or the additional time of purchase, as the case may be, with executed copies for each Underwriter. (c) The TPG Selling Stockholders shall furnish to you at the time of purchase and, if applicable, at the additional time of purchase, an opinion of (i) Xxxxxxxx & Xxxxx LLP, counsel for the TPG Selling Stockholders, substantially in the form as set forth in Exhibit D-1 hereto and (ii) Xxxxxx and Calder, Cayman Islands counsel for certain of the TPG Selling Stockholders, substantially in the form as set forth in Exhibit D-2 hereto; in each case, addressed to the Underwriters, and dated the time of purchase or the additional time of purchase, as the case may be, with executed copies for each Underwriter. (d) Star NCLC Holdings Ltd. shall furnish to you at the time of purchase and, if applicable, at the additional time of purchase, an opinion of (i) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for Star NCLC Holdings Ltd., substantially in the form as set forth in Exhibit E-1 hereto and (ii) Xxxxxxx Xxxx & Xxxxxxx Limited, special Bermuda counsel for Star NCLC Holdings Ltd., substantially in the form as set forth in Exhibit E-2 hereto; in each case, addressed to the Underwriters and dated the time of purchase or the additional time of purchase, as the case may be, with executed copies for each Underwriter. (e) You shall have received from Mxxxxx PricewaterhouseCoopers LLP letters dated, respectively, the date of this Agreement, the Time Of Purchase date of the Prospectus, the time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, each and addressed to the Underwriters (with executed copies for each Underwriter) in form and substance the forms reasonably satisfactory to the Representatives, which letters of shall cover, without limitation, the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the various financial statements and certain financial information disclosures contained or incorporated by reference in the in the Registration Statement, the Disclosure Package and the Prospectus. (cf) The Representatives You shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an the favorable opinion of Gxxxxxxxx Txxxxxx LLPXxxxxx Xxxxxx & Xxxxxxx llp, counsel to for the Underwriters, dated the Time Of Purchase time of purchase or such Additional Time Of Purchasethe additional time of purchase, as the case may be, in form and substance reasonably satisfactory to the Representatives. (dg) No Prospectus You shall have received at the time of purchase and, if applicable, at the additional time of purchase, the favorable opinion of Xxxxxxx (Bermuda) Limited, Bermuda counsel for the Underwriters, dated the time of purchase or amendment or supplement the additional time of purchase, as the case may be, in form and substance reasonably satisfactory to the Registration Statement or the Prospectus shall have been filed to which either Representative shall have objected in writingRepresentatives. (eh) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement registration statement required to be filed, prior to the sale of the UnitsShares, under the Act pursuant to Rule 462(b) shall have been filed and shall have become effective under the Act. If Rule 430A under the Act or is used, the Exchange Act, as the case may be, and the Prospectus, and any supplement thereto, Prospectus shall have been filed in with the manner and within the time period required by Commission pursuant to Rule 424(b) under the Act at or before 5:30 P.M., New York City time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Act). (fi) Prior to and at the Time time of Purchasepurchase, and, if applicable, each Additional Time the additional time of Purchasepurchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall 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; (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; (iv) the Disclosure Package, and any amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written Communications, if any, shall include an 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 are made, not misleading. (gj) The Company Holdings will, at the Time time of Purchase, purchase and, if applicable, each Additional Time at the additional time of Purchasepurchase, deliver to the Representatives you a certificate of its President and Chief Executive Officer and its Executive Vice President and Chief Financial Officer, dated the Time time of Purchase purchase or such Additional Time the additional time of Purchasepurchase, as the case may be, in the form attached as Exhibit B F hereto. (hk) The Company shall have furnished to Each Selling Stockholder will, at the Representatives such other documents and certificates as to the accuracy and completeness time of any statement in the Registration Statement, any Preliminary Prospectus or the Prospectus as of the Time Of Purchase purchase and, if applicable, each Additional Time Of Purchaseat the additional time of purchase, deliver to you a certificate, dated the time of purchase or the additional time of purchase, as the Representatives case may reasonably requestbe, in the form attached as Exhibit G hereto. (il) The Company You shall have furnished received each of the signed Lock-Up Agreements referred to the Representatives in Section 3(u) hereof, and each such Lock-Up Agreement shall be in full force and effect at the Time Of Purchase executed copies time of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, purchase and the Insider Letter. (j) The Units, the Common Stock and the Public Warrants shall have been approved for listing on Nasdaq, subject only to notice additional time of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase or each Additional Time Of Purchasepurchase, as the case may be. (km) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder to purchase Shares at the Closing Time or on each Option Closing Time, as applicable, are subject to the accuracy of the representations and warranties on the part of the Company on hereunder as of the date hereof, Initial Sale Time and at the Time Of Purchase andClosing Time, if and on each Option Closing Time, as applicable, at each Additional Time Of Purchase, the performance by the Company of its obligations hereunder and to the satisfaction of the following additional further conditions precedentat the Closing Time or on each Option Closing Time, as applicable: (a) The Representatives the Company shall have received furnish to the Underwriters at the Closing Time Of Purchase and, if applicable, at and on each Additional Option Closing Time Of Purchase, an opinion of Ellenoff Gxxxxxxx & Schole LLPEversheds Sutherlaxx (XX) XXP, counsel to for the Company, addressed to the Underwriters, Underwriters and dated the Closing Time Of Purchase or and such Option Closing Time, substantially in the Additional form in Exhibit A; (b) the Representative shall have received from KPMG LLP letters dated, respectively: (i) the date of this Agreement; (ii) the Closing Time; and (iii) each Option Closing Time Of Purchase(if any), as and addressed to the case may be, with executed copies for each UnderwriterRepresentative, in form and substance satisfactory to the Representatives.Representative, containing statements and information of the type specified in AU Section 634 “Letters for Underwriters and Certain other Requesting Parties” issued by the American Institute of Certified Public Accountants with respect to the financial statements, including any pro forma financial statements (if any), and certain financial information of the Company included in the Registration Statement, the Preliminary Prospectus and the Prospectus, and such other matters customarily covered by comfort letters issued in connection with registered public offerings; provided, however, that the letters delivered at the Closing Time and each Option Closing Time (if any) shall use a “cut-off” date no more than two business days prior to such date of the Closing Time or such Option Closing Time, as the case may be; (bc) The Representatives the Representative shall have received from Mxxxxx LLP letters datedat the Closing Time and on each Option Closing Time the favorable opinion of Dechert LLP, respectivelycounsel for the Underwriters, dated the date of this AgreementClosing Time or such Option Closing Time, the Time Of Purchase and, if applicable, each Additional Time Of Purchase, each addressed to the Underwriters Representative and in form and substance satisfactory to the Representatives, which letters of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial statements and certain financial information contained or incorporated by reference in the in the Registration Statement, the Disclosure Package and the Prospectus. (c) The Representatives shall have received at the Time Of Purchase and, if applicable, at each Additional Time Of Purchase, an opinion of Gxxxxxxxx Txxxxxx LLP, counsel to the Underwriters, dated the Time Of Purchase or such Additional Time Of Purchase, as the case may be, in form and substance reasonably satisfactory to the Representatives.Representative; (d) No Prospectus or the Company shall furnish to the Underwriters at the Initial Sale Time, the Closing Time and on each Option Closing Time, a certificate of its Chief Financial Officer in the form attached as Exhibit B hereto; (e) no amendment or supplement to the Registration Statement Statement, the Preliminary Prospectus or the Prospectus shall have been filed to which either Representative the Underwriters shall have reasonably objected in writing. (e) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement required to be filed, prior to the sale of the Units, shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be, and the Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b).; (f) Prior prior to the Closing Time and at the Time of Purchase, and, if applicable, each Additional Time of Purchase, Option Closing Time: (i) no stop order with respect to suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus shall have been issued under issued, and no proceedings for such purpose shall have been initiated or threatened, by the Act or proceedings initiated under Section 8(d) or 8(e) Commission, and no suspension of the Actqualification of the Shares for offering or sale in any jurisdiction, or the initiation or threatening of any proceedings for any of such purposes, has occurred; and (ii) all requests for additional information on the Registration Statement and all amendments thereto shall 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; (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light part of the circumstances under which they are made, not misleading; (iv) Commission shall have been complied with to the Disclosure Package, and any amendment or supplement thereto, shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light reasonable satisfaction of the circumstances under which they are made, not misleading; and (v) none of the Permitted Exempt Written Communications, if any, shall include an 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 are made, not misleading.Representative; (g) all filings with the Commission required by Rule 497 under the Securities Act to have been filed by the Closing Time shall have been made within the applicable time period prescribed for such filing by such Rule 497; (h) between the time of execution of this Agreement and the Closing Time or the relevant Option Closing Time, there shall not have been any Material Adverse Change or Advisor/Administrator Material Adverse Effect; (i) the Company shall have applied to have the Shares listed for trading on The Nasdaq Capital Market; (j) the Company willwill have delivered, at the Closing Time of Purchaseand on each Option Closing Time, and, if applicable, each Additional Time of Purchase, deliver to the Representatives Underwriters a certificate of the Company signed on its behalf by its Chief Executive Officer and its or Chief Financial Officer, dated to the Time effect that: (i) the representations and warranties of Purchase or such Additional Time of Purchasethe Company in this Agreement are true and correct, as if made on and as of the case may beClosing Time or any Option Closing Time, as applicable, 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 the Closing Time or any Option Closing Time, as applicable; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued and no proceedings for that purpose have been instituted or are pending or threatened under the Securities Act; (iii) to the best of the signers’ knowledge, after reasonable investigation, when the Registration Statement became effective and at all times subsequent thereto up to the Closing Time or any Option Closing Time, as applicable, the representations and warranties in Sections 3(q), 3(r) and 3(s) were true and correct; and (iv) subsequent to the respective dates as of which information is given in the form attached as Exhibit B hereto.Registration Statement, the Preliminary Prospectus and the Prospectus, there has not been (a) any Material Adverse Change, (b) any transaction that is material to the Company, except transactions entered into in the ordinary course of business, (c) any change in the capital stock or outstanding indebtedness of the Company that is material to the Company, (d) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company, or (e) any loss or damage (whether or not insured) to the property of the Company which has been sustained or will have been sustained which has a Material Adverse Effect; (hk) The the Advisor will have delivered, at the Closing Time and on each Option Closing Time to the Underwriters a certificate of the Advisor signed by an executive officer of the Advisor to the effect that the representations and warranties of the Advisor in this Agreement are true and correct as if made on and as of the Closing Time or any Option Closing Time, as applicable, and the Advisor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Time or any Option Closing Time, as applicable; the Administrator will have delivered, at the Closing Time and on each Option Closing Time to the Underwriters a certificate of the Administrator signed by an executive officer of the Administrator to the effect that the representations and warranties of the Administrator in this Agreement are true and correct as if made on and as of the Closing Time or any Option Closing Time, as applicable, and the Administrator has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Time or any Option Closing Time, as applicable; (l) [reserved] (m) the Underwriters shall have obtained a No Objections Letter from FINRA regarding the fairness and reasonableness of the Underwriting terms and arrangements and FINRA shall not have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements; and (n) the Company shall have furnished to the Representatives Underwriters such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any the Preliminary Prospectus or and the Prospectus Prospectus, the representations, warranties and statements of the Company contained herein, and the performance by the Company of its covenants contained herein, and the fulfillment of any conditions contained herein, as of the Closing Time Of Purchase and, if applicable, each Additional Time Of Purchaseor any Option Closing Time, as the Representatives Underwriters may reasonably request. (i) The Company shall have furnished to the Representatives at the Time Of Purchase executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, and the Insider Letter. (j) The Units, the Common Stock and the Public Warrants shall have been approved for listing on Nasdaq, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase or each Additional Time Of Purchase, as the case may be. (k) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters Underwriter hereunder are subject to the accuracy of the representations and warranties on the part of the Company Holdings and each Selling Stockholder on the date hereof, hereof and at the Time Of Purchase and, if applicable, at each Additional Time Of Purchasetime of purchase, the performance by the Company Holdings and each Selling Stockholder of its each of their respective obligations hereunder (except as would have a de minimis effect) and to the following additional conditions precedent: (a) The Representatives Holdings shall have received furnish to you at the Time Of Purchase andtime of purchase (i) an opinion letter and a negative assurance letter of O’Melveny & Mxxxx LLP, if applicablecounsel for Holdings, at each Additional Time Of Purchasesubstantially in the form as set forth in Exhibit B-1 hereto, (ii) an opinion of Ellenoff Gxxxxxxx & Schole LLPDxxxxx X. Xxxxxx, Senior Vice President, General Counsel and Assistant Secretary of Holdings, in the form as set forth in Exhibit B-2 hereto; and (iii) an opinion of Taylors, Bermuda counsel to for Holdings, substantially in the Companyform as set forth in Exhibit B-3 hereto; in each case, addressed to the UnderwritersUnderwriter, and dated the Time Of Purchase or the Additional Time Of Purchase, as the case may betime of purchase, with executed copies for each Underwriter, in form and substance satisfactory to the Representatives. (b) [Reserved]. (c) The Representatives Apollo Selling Stockholders shall furnish to you at the time of purchase an opinion of (i) Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP, counsel for the Apollo Selling Stockholders, substantially in the form as set forth in Exhibit C-1 hereto; (ii) Walkers, Cayman Islands counsel for certain of the Apollo Selling Stockholders, substantially in the form as set forth in Exhibit C-2 hereto; and (iii) Cxxxx Xxxxx, Guernsey counsel for one certain Apollo Selling Stockholder, substantially in the form of Exhibit C-3 hereto; in each case, addressed to the Underwriter, and dated the time of purchase, with executed copies for the Underwriter. (d) Star NCLC shall furnish to you at the time of purchase an opinion of (i) Cxxxxx Xxxxxxxx Xxxxx & Hxxxxxxx LLP, counsel for Star NCLC, substantially in the form as set forth in Exhibit D-1 hereto and (ii) Cxxxxxx Dxxx & Pxxxxxx Limited, special Bermuda counsel for Star NCLC, substantially in the form as set forth in Exhibit D-2 hereto; in each case, addressed to the Underwriter and dated the time of purchase with executed copies for the Underwriter. (e) You shall have received from Mxxxxx PricewaterhouseCoopers LLP letters dated, respectively, the date of this Agreement, Agreement and the Time Of Purchase and, if applicable, each Additional Time Of Purchase, each time of purchase and addressed to the Underwriters Underwriter in form and substance the forms reasonably satisfactory to the RepresentativesUnderwriter, which letters of shall cover, without limitation, the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the various financial statements and certain financial information disclosures contained or incorporated by reference in the in the Registration Statement, the Disclosure Package and the Prospectus. (cf) The Representatives [Reserved.] (g) You shall have received at the Time Of Purchase and, if applicable, at each Additional Time Of Purchase, an time of purchase the favorable opinion of Gxxxxxxxx Txxxxxx LLPCxxxxx Xxxxxx & Rxxxxxx llp, counsel to for the UnderwritersUnderwriter, dated the Time Of Purchase or such Additional Time Of Purchase, as the case may betime of purchase, in form and substance reasonably satisfactory to the RepresentativesUnderwriter. (dh) No Prospectus or amendment or supplement You shall have received at the time of purchase the favorable opinion of Axxxxxx (Bermuda) Limited, Bermuda counsel for the Underwriter, dated the time of purchase, form and substance reasonably satisfactory to the Registration Statement or the Prospectus shall have been filed to which either Representative shall have objected in writingUnderwriter. (ei) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement required to be filed, prior to the sale of the Units, shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be, and the Prospectus, and any supplement thereto, . The Prospectus shall have been filed with the Commission in accordance with the manner rules and within regulations under the time period required by Rule 424(b)Act. (fj) Prior to and at the Time time of Purchasepurchase, and, if applicable, each Additional Time of Purchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall 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; (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; (iv) the Disclosure Package, and any amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written Communications, if any, shall include an 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 are made, not misleading. (gk) The Company Holdings will, at the Time time of Purchase, and, if applicable, each Additional Time of Purchasepurchase, deliver to the Representatives you a certificate of its President and Chief Executive Officer and its Executive Vice President and Chief Financial Officer, dated the Time time of Purchase or such Additional Time of Purchase, as the case may be, purchase in the form attached as Exhibit B E hereto. (h) The Company shall have furnished to the Representatives such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus or the Prospectus as of the Time Of Purchase and, if applicable, each Additional Time Of Purchase, as the Representatives may reasonably request. (i) The Company shall have furnished to the Representatives at the Time Of Purchase executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, and the Insider Letter. (j) The Units, the Common Stock and the Public Warrants shall have been approved for listing on Nasdaq, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase or each Additional Time Of Purchase, as the case may be. (k) 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. (l) At least one business day prior Each Selling Stockholder will, at the time of purchase, deliver to you a certificate, dated the Time Of Purchase, time of purchase in the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Accountform attached as Exhibit F hereto. (m) No order preventing or suspending the sale You shall have received each of the Units signed Lock-Up Agreements referred to in any jurisdiction designated by the Representative pursuant to Section ‎4(a3(u) hereof shall have been issued as of the Time Of Purchasehereof, and no proceedings for that purpose each such Lock-Up Agreement shall have been instituted or shall have been threatenedbe in full force and effect at the time of purchase. (n) 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. (o) Contemporaneously with the consummation of the offering of the Shares, the Share Repurchase will be consummated.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof, at the Time Of Purchase and, if applicable, at each Additional Time Of of Purchase, the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Representatives Company shall have received furnish to the Underwriters at the Time Of of Purchase and, if applicable, at each Additional Time Of Purchase, an opinion of Ellenoff Gxxxxxxx Fenwick & Schole West LLP, counsel to for the Company, addressed to the Underwriters, and dated the Time Of Purchase or the Additional Time Of of Purchase, as the case may be, with executed copies for each Underwriter, in form and substance satisfactory to the RepresentativesUnderwriters, as to the matters set forth in Exhibit B hereto. (b) The Representatives Company shall furnish to the Underwriters at the Time of Purchase an opinion of King & Sxxxxxxxx LLP, special regulatory counsel for the Company, addressed to the Underwriters, and dated the Time of Purchase, in form and substance satisfactory to the Underwriters, as to the matters set forth in Exhibit C hereto. (c) The Company shall furnish to the Underwriters at the Time of Purchase an opinion of Kxxxxx Martens Oxxxx & Bear LLP, special intellectual property counsel for the Company, addressed to the Underwriters, and dated the Time of Purchase, in form and substance satisfactory to the Underwriters, as to the matters set forth in Exhibit D hereto. (d) The Underwriters shall have received from Mxxxxx Ernst & Young LLP letters dated, respectively, the date of this Agreement, Agreement and the Time Of of Purchase and, if applicable, each Additional Time Of Purchase, each and addressed to the Underwriters in form and substance the forms satisfactory to the RepresentativesUnderwriters, which letters of shall cover the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the various financial statements and certain financial information disclosures contained or incorporated by reference in the in the Registration Statement, the Disclosure Package Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any. (ce) The Representatives Underwriters shall have received at the Time Of Purchase and, if applicable, at each Additional Time Of of Purchase, an the favorable opinion of Gxxxxxxxx Txxxxxx Cxxxxx, Hxxx & Sxxxxxx LLP, counsel to for the Underwriters, dated the Time Of Purchase or such Additional Time Of of Purchase, as the case may be, in form and substance reasonably satisfactory to the RepresentativesUnderwriters. (df) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which either Representative the Underwriters shall have objected in writing. (eg) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement required to be filed, prior to the sale of the Units, Prospectus Supplement shall have been filed and shall have become effective with the Commission pursuant to Rule 424(b) under the Act at or before 5:30 P.M., Boston time, on the Exchange second full business day after the date of this Agreement (or such earlier time as may be required under the Act, as the case may be, and the Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b). (fh) Prior to and at the Time of Purchase, and, if applicable, each Additional Time of Purchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall 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; (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, thereto shall include an 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 are made, not misleading; (iv) neither the Disclosure Package, and nor any amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written CommunicationsFree Writing Prospectuses, if any, shall include an 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 are made, not misleading. (gi) The Company will, at the Time of Purchase, and, if applicable, each Additional Time of Purchase, Purchase deliver to the Representatives Underwriters a certificate of its Chief Executive Officer and its Chief Financial Officer, dated the Time of Purchase or Purchase, in a form satisfactory to the Underwriters. (j) The Underwriters shall have received each of the signed Lock-Up Agreements referred to in Section 3(jj) hereof, and each such Additional Lock-Up Agreement shall be in full force and effect at the Time of Purchase, as the case may be, in the form attached as Exhibit B hereto. (hk) The Company shall have furnished to the Representatives Underwriters such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary the Prospectus or the any Permitted Free Writing Prospectus as of the Time Of of Purchase and, if applicable, each Additional Time Of Purchase, as the Representatives Underwriters may reasonably request. (il) The Company shall have furnished to the Representatives at the Time Of Purchase executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, and the Insider Letter. (j) The Units, the Common Stock and the Public Warrants Shares shall have been approved for listing on NasdaqNASDAQ, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase or each Additional Time Of of Purchase, as the case may be. (km) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company Partnership on the date hereof, at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, the performance by the Company Partnership of its obligations hereunder and to the following additional conditions precedent: (a) The Representatives Partnership shall have received furnish to you at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an opinion of Ellenoff Gxxxxxxx Xxxxxx & Schole Xxxxxx LLP, counsel to for the CompanyPartnership, addressed to the Underwriters, and dated the Time Of Purchase time of purchase or the Additional Time Of Purchaseadditional time of purchase, as the case may be, with executed copies for each Underwriter, and in form and substance satisfactory to the RepresentativesRepresentatives and the Underwriters’ counsel, in the form set forth in Exhibit B hereto. (b) The Partnership shall furnish to you at the time of purchase and, if applicable, at the additional time of purchase, an opinion of Xxxxxxx X. Xxxxxxxxx, “General Counsel” of G&P LLC, addressed to the Underwriters, and dated the time of purchase or the additional time of purchase, as the case may be, with executed copies for each Underwriter, and in form and substance satisfactory to the Representatives and the Underwriters’ counsel, in the form set forth in Exhibit C hereto. (c) You shall have received from Mxxxxx LLP each of (i) KPMG, (ii) DT and (iii) GT letters dated, respectively, the date of this Agreement, the Time Of Purchase time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, each and addressed to the Underwriters (with executed copies for each Underwriter) in form and substance the forms satisfactory to the RepresentativesRepresentatives and the Underwriters’ counsel, which letters of shall cover, without limitation, the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the various financial statements and certain financial information disclosures contained or incorporated by reference in the in the Registration Statement, the Pre-Pricing Prospectuses, the Disclosure Package Package, the Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any. (cd) The You shall have received from CGA letters dated, respectively, the date of this Agreement, the time of purchase and, if applicable, the additional time of purchase, and addressed to the Underwriters (with executed copies for each Underwriter) in the forms satisfactory to the Representatives and the Underwriters’ counsel, which letters shall cover, without limitation, the various oil and natural gas reserve disclosures contained in the Registration Statement, the Pre-Pricing Prospectuses, the Disclosure Package, the Prospectus and the Permitted Free Writing Prospectuses, if any. (e) You shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an the favorable opinion of Gxxxxxxxx Txxxxxx Xxxxxx & Xxxxxxx LLP, counsel to for the Underwriters, dated the Time Of Purchase time of purchase or such Additional Time Of Purchasethe additional time of purchase, as the case may be, in form and substance reasonably satisfactory to the Representatives. (df) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which either Representative you shall have reasonably objected in writing. (eg) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement registration statement required to be filed, prior to the sale of the Units, under the Act pursuant to Rule 462(b) shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be, and the Prospectus, and any supplement thereto, . The Prospectus Supplement shall have been filed in with the manner and within the time period required by Commission pursuant to Rule 424(b) under the Act at or before 5:30 P.M., New York City time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Act).. The Partnership shall have complied with all filing requirements applicable to any Permitted Free Writing Prospectus used or referred to after the date hereof (fh) Prior to and at the Time time of Purchasepurchase, and, if applicable, each Additional Time the additional time of Purchasepurchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall 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; (iii) neither none of the latest Preliminary Prospectus nor Pre-Pricing Prospectuses, the Disclosure Package, or the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; (iv) the no Disclosure Package, and any no amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written CommunicationsFree Writing Prospectuses, if any, shall include an 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 are made, not misleading. (gi) The Company Partnership will, at the Time time of Purchase, purchase and, if applicable, each Additional Time at the additional time of Purchasepurchase, deliver to the Representatives you a certificate of its Chief Executive Officer and its Chief Financial Officer, dated the Time time of Purchase purchase or such Additional Time the additional time of Purchasepurchase, as the case may be, in the form attached as Exhibit B D hereto. (hj) The Company Partnership will, at the time of purchase and, if applicable, at the additional time of purchase, deliver to you a certificate of its Chief Financial Officer, dated the time of purchase or the additional time of purchase, as the case may be, in the form attached as Exhibit E hereto. (k) You shall have received each of the signed Lock-Up Agreements referred to in Section 3(yy) hereof, and each such Lock-Up Agreement shall be in full force and effect at the time of purchase and the additional time of purchase, as the case may be. (l) Except as described in the Pre-Pricing Prospectus, (i) neither the Partnership nor any of its Subsidiaries shall have sustained, since the date of the latest audited financial statements included or incorporated by reference in the most recent Preliminary Prospectus, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree or (ii) since such date there shall not have been any change in the capital stock or long-term debt of the Partnership or any of its Subsidiaries or any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, stockholders’ equity, properties, management, business or prospects of the Partnership and its Subsidiaries taken as a whole, the effect of which, in any such case described in clause (i) or (ii), is, individually or in aggregate, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units being delivered on such time of purchase on the terms and in the manner contemplated in the Prospectus. (m) The Partnership shall have furnished to the Representatives you such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Pre-Pricing Prospectus, the Disclosure Package, the Prospectus or the any Permitted Free Writing Prospectus as of the Time Of Purchase time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, as the Representatives you may reasonably request. (in) The Company shall have furnished to the Representatives at the Time Of Purchase executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, and the Insider Letter. (j) The Units, the Common Stock and the Public Warrants Units shall have been approved for listing quotation on Nasdaqthe NASDAQ, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase time of purchase or each Additional Time Of Purchasethe additional time of purchase, as the case may be. (ko) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof, hereof and at the Time Of Purchase and, if applicable, at each Additional Time Of of Purchase, the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Representatives Company shall have received furnish to the Underwriters at the Time Of of Purchase andopinions and negative assurances statement of Proskauer Rose, if applicableLLP, at each Additional special counsel for the Company, dated the Time Of of Purchase, in form and substance reasonably satisfactory to the Representative. (b) The Company shall furnish to the Underwriters at the Time of Purchase an opinion of Ellenoff Gxxxxxxx Xxxxxx Xxxxxxx Xxxxx & Schole Bear LLP, special intellectual property counsel to for the Company, addressed to the Underwriters, and dated the Time Of Purchase or the Additional Time Of of Purchase, as the case may be, with executed copies for each Underwriter, in form and substance reasonably satisfactory to the RepresentativesRepresentative. (bc) The Representatives Company shall furnish to the Underwriters at the Time of Purchase an opinion of Xxxxxxxx and Wedge, Nevada counsel for the Company, addressed to the Underwriters, and dated the Time of Purchase, in form and substance reasonably satisfactory to the Representative. (d) The Underwriters shall have received from Mxxxxx LLP Xxxx Xxxxx & Co. letters dated, respectively, the date of this Agreement, Agreement and the Time Of of Purchase and, if applicable, each Additional Time Of Purchase, each and addressed to the Underwriters in form and substance forms satisfactory to the RepresentativesRepresentative, which letters of shall cover, together with the type ordinarily included in accountants’ “comfort letters” letters delivered pursuant to underwritersSection 6(f), with respect to the various financial statements and certain financial information disclosures contained or incorporated by reference in the in the Registration Statement, the Disclosure Package Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any. (ce) The Representatives Company shall have received furnish to the Underwriters at the Time Of of Purchase and, if applicable, at each Additional Time Of Purchase, an opinion of Gxxxxxxxx Txxxxxx LLPits internal counsel, counsel addressed to the Underwriters, and dated the Time Of Purchase or such Additional Time Of of Purchase, as the case may be, in form and substance reasonably satisfactory to the RepresentativesRepresentative. (df) The Underwriters shall have received at the Time of Purchase, the favorable opinion and negative assurances statement of Xxxxxx, Hall & Xxxxxxx LLP, counsel for the Underwriters, dated the Time of Purchase, in form and substance reasonably satisfactory to the Representative. (g) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which either the Representative shall have objected in writing. (eh) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement required to be filed, prior to the sale of the Units, Prospectus Supplement shall have been filed and shall have become effective with the Commission pursuant to Rule 424(b) under the Act at or before 5:30 P.M., Boston time, on the Exchange second full business day after the date of this Agreement (or such earlier time as may be required under the Act, as the case may be, and the Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b). (fi) Prior to and at the Time of Purchase, and, if applicable, each Additional Time of Purchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall 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; (iii) neither the latest Preliminary Prospectus nor amendment or supplement thereto shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the Prospectusstatements therein, in the light of the circumstances under which they are made, not misleading; (iv) the Disclosure Package, and no amendment or supplement thereto, shall include an 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 are made, not misleading; (iv) the Disclosure Package, and any amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written CommunicationsFree Writing Prospectuses, if any, shall include an 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 are made, not misleading. (gj) The Company will, will at the Time of Purchase, and, if applicable, each Additional Time of Purchase, Purchase deliver to the Representatives Underwriters a certificate of its Chief Executive Officer and its Chief Financial Officer, dated the Time of Purchase or such Additional Time of Purchase, as the case may be, in the form attached as Exhibit B hereto. (h) The Company shall have furnished reasonably satisfactory to the Representatives such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus or the Prospectus as of the Time Of Purchase and, if applicable, each Additional Time Of Purchase, as the Representatives may reasonably requestRepresentative. (i) The Company shall have furnished to the Representatives at the Time Of Purchase executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, and the Insider Letter. (j) The Units, the Common Stock and the Public Warrants shall have been approved for listing on Nasdaq, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase or each Additional Time Of Purchase, as the case may be. (k) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder to purchase Shares at the Closing Time or on the Date of Delivery, as applicable, are subject to the accuracy of the representations and warranties on the part of the Company and on the part of the Selling Stockholders in all material respects on the date hereof, hereof and at the Closing Time Of Purchase andand on each Date of Delivery, if as applicable, at each Additional Time Of Purchase, the performance by the Company and of its the Selling Stockholders of their obligations hereunder in all material respects and to the satisfaction of the following additional further conditions precedentat the Closing Time or on the Date of Delivery, as applicable: (a) The Representatives shall have received at received, dated as of the Closing Time Of Purchase and, if applicable, at and on each Additional Time Of PurchaseDate of Delivery, an opinion of Ellenoff Gxxxxxxx O’Melveny & Schole LLPXxxxx LLP (which may rely upon the opinion of Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx LLP to the extent any opinion thereunder pertains to Maryland law), as special corporate counsel to for the Company, addressed to and in form and substance satisfactory to the Underwriters covering the matters described in Exhibit A hereto. (b) The Representatives shall have received, dated as of the Closing Time and on each Date of Delivery, an opinion of Xxxxxxx Xxxxx Xxxxxxx & Ingersoll LLP, as special Maryland counsel for the Company, addressed to and in form and substance satisfactory to the Underwriters covering the matters described in Exhibit B hereto. (c) The Underwriters shall have received at the Closing Time the favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, as counsel for the Underwriters, dated the Time Of Purchase or the Additional Time Of Purchase, as the case may be, with executed copies for each UnderwriterClosing Time, in form and substance satisfactory to the Representatives. (bd) The Representatives shall have received from Mxxxxx LLP Deloitte & Touche LLP, letters dated, respectively, as of the date of this Agreement, the Closing Time Of Purchase and, if applicable, and each Additional Time Of Purchase, each addressed to the Underwriters in form and substance satisfactory to the Representatives, which letters Date of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial statements and certain financial information contained or incorporated by reference in the in the Registration Statement, the Disclosure Package and the Prospectus. (c) The Representatives shall have received at the Time Of Purchase and, if applicable, at each Additional Time Of Purchase, an opinion of Gxxxxxxxx Txxxxxx LLP, counsel to the Underwriters, dated the Time Of Purchase or such Additional Time Of PurchaseDelivery, as the case may be, addressed to the Representatives, in form and substance reasonably satisfactory to the Representatives, relating to the financial statements, including any pro forma financial statements, of the Company, and such other matters customarily covered by comfort letters issued in connection with registered public offerings. (de) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which either Representative the Underwriters shall have objected in writing. (ef) The Registration Statement, Notification from the Exchange Act Company that the Registration Statement and any Rule 462(b) Registration Statement required to be filed, prior to the sale of the Units, has become effective shall have been filed received by the Representatives and the Prospectus shall have become effective under been timely filed with the Act or the Exchange Act, as the case may be, and the Prospectus, and any supplement thereto, have been filed Commission in the manner and within the time period required by Rule 424(b)accordance with Section 4.1(b) of this Agreement. (fg) Prior to the Closing Time and at the Time each Date of Purchase, and, if applicable, each Additional Time of Purchase, Delivery (i) no stop order with respect to suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of any Preliminary Prospectus or Prospectus shall have been issued under issued, and no proceedings for such purpose shall have been initiated or threatened, by the Act or proceedings initiated under Section 8(d) or 8(e) Commission, and no suspension of the Actqualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, shall have occurred and, in any such instance, not been waived by the Commission; and (ii) the Registration Statement and all amendments thereto the Prospectus shall 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; (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; (iv) the Disclosure Package, and any amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written Communications, if any, shall include an 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 are were made, not misleading. (gh) Between the time of execution of this Agreement and the Closing Time or the relevant Date of Delivery (i) no material and adverse change in the assets, business, operations, earnings, properties or condition (financial or otherwise) of the Company shall occur or become known (whether or not arising in the ordinary course of business), and (ii) no transaction which is material and adverse to the Company shall have been entered into by the Company. (i) The Shares shall have been approved for inclusion in the New York Stock Exchange. (j) If the issuance and sale of the Initial Shares and/or Option Shares to the Underwriters will result in the Underwriters individually or in the aggregate exceeding the Aggregate Stock Ownership Limit (as defined in the Company Charter Documents) with respect to the Company’s capital stock, then, on or prior to the Closing Time or the relevant Date of Delivery, the Underwriters shall have received from the Company’s Board of Directors a waiver or exemption from the Aggregate Stock Ownership Limit with respect to the issuance and sale of such Shares, in form and substance reasonably satisfactory to the Underwriters. (k) The NASD shall not have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements between the date of this Agreement and the Closing Time or the Date of Delivery, as applicable. (l) The Representatives shall have received lock-up agreements from Seneca and each of the officers and directors of the Company (a “Lock-Up Agreement”) substantially in the form of Exhibit C attached hereto, and such agreements shall be in full force and effect. (m) The Company will, at the Closing Time and on each Date of Purchase, and, if applicable, each Additional Time of PurchaseDelivery, deliver to the Representatives Underwriters a certificate of its Chairman of the Board, President and Chief Executive Officer and its Vice President and Chief Financial Officer, dated to the Time effect that, to each of Purchase or such Additional Time officer’s knowledge, the representations and warranties of Purchasethe Company set forth in this Agreement are true and correct in all material respects and the conditions set forth in paragraphs (g), (h) and (i) have been satisfied, in each case as of such date. (n) The Underwriters shall have received the case may bemanager certificate from Seneca (the “Manager Certificate”), substantially in the form attached hereto as Exhibit B hereto.D; (ho) The Company shall have furnished to the Representatives Underwriters such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus or Statement and the Prospectus and the performance by the Company of its covenants contained herein and therein, as of the Closing Time Of Purchase and, if applicable, each Additional Time Of Purchase, or any Date of Delivery as the Representatives Underwriters may reasonably request. (ip) Each Selling Stockholder shall have furnished to the Underwriters such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement and the Prospectus furnished by or on behalf of such Selling Stockholder, and the performance by the Selling Stockholder of its covenants contained herein, as of the Closing Time as the Underwriters may reasonably request. (q) The Company shall have furnished performed its obligations under this Agreement as are to be performed by the Representatives at the Time Of Purchase executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, terms hereof and the Insider Letter. (j) The Units, the Common Stock and the Public Warrants shall have been approved for listing on Nasdaq, subject only to notice of issuance and evidence of satisfactory distribution thereof at or prior to before the Closing Time Of Purchase or each Additional Time Of Purchase, as the case may berelevant Date of Delivery. (k) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder to purchase Shares at the Closing Time or on each Option Closing Time, as applicable, are subject to (i) the accuracy of the representations and warranties on the part of the Company Company, on the date hereof, hereof and at the Closing Time Of Purchase andand on each Option Closing Time, if as applicable, at each Additional Time Of Purchase, (ii) the performance by the Company of its obligations hereunder and to (iii) the satisfaction of the following additional further conditions precedentat the Closing Time or on each Option Closing Time, as applicable: (a) The Representatives Company shall have received furnish to the Underwriters at the Closing Time Of Purchase and, if applicable, at and on each Additional Option Closing Time Of Purchase, an opinion of Ellenoff Gxxxxxxx Xxxxxxxx & Schole Xxxxx LLP, counsel to for the Company, addressed to the Underwriters, Underwriters and dated the Closing Time Of Purchase or and each Option Closing Time and in form and substance reasonably satisfactory to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Additional Underwriters. (b) The Company shall furnish to the Underwriters at the Closing Time Of Purchaseand on each Option Closing Time an opinion of the general counsel of the Company, addressed to the Underwriters and dated the Closing Time and each Option Closing Time and in form and substance reasonably satisfactory to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Underwriters. (c) The Company shall furnish to the Underwriters on the date hereof, at the Closing Time and on each Option Closing Time a written certificate executed by the chief financial officer of the Company, the form of which is attached as Exhibit B. (d) On the case may bedate of this Agreement and at the Closing Time and each Option Closing Time (if applicable), with executed copies for each Underwriterthe Representative shall have received from Xxxxx Xxxxxxxx LLP letters dated the respective dates of delivery thereof and addressed to the Representative, in form and substance satisfactory to the Representatives. (b) The Representatives shall have received from Mxxxxx LLP letters datedRepresentative, respectively, the date of this Agreement, the Time Of Purchase and, if applicable, each Additional Time Of Purchase, each addressed to the Underwriters in form containing statements and substance satisfactory to the Representatives, which letters information of the type ordinarily included specified in accountants’ AU Section 634 “comfort lettersLetters for Underwriters and Certain Other Requesting Parties” to underwriters, issued by the PCAOB with respect to the financial statements statements, including any pro forma financial statements, and certain financial information contained or incorporated by reference in of the Company and the other members of the Company Group included in the Registration Statement, any Statutory Prospectus and the Disclosure Package Package, and such other matters customarily covered by comfort letters issued in connection with registered public offerings; provided, that the Prospectusletters delivered at the Closing Time and each Option Closing Time (if applicable) shall use a “cut-off” date no more than three (3) business days prior to such Closing Time or such Option Closing Time, as the case may be. In the event that the letters referred to above set forth any changes in indebtedness, decreases in total assets or retained earnings or increases in borrowings, it shall be a further condition to the obligations of the Underwriters that (A) such letters shall be accompanied by a written explanation of the Company as to the significance thereof, unless the Representative deems such explanation unnecessary, and (B) such changes, decreases or increases do not, in the sole judgment of the Representative, make it impractical or inadvisable to proceed with the purchase and delivery of the Shares as contemplated by the Registration Statement. (ce) The Representatives Representative shall have received at the Closing Time Of Purchase and, if applicable, at and on each Additional Option Closing Time Of Purchase, an the favorable opinion of Gxxxxxxxx Txxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the Underwriters, dated the Closing Time Of Purchase or such Additional Time Of PurchaseOption Closing Time, as addressed to the case may be, Representative and in form and substance reasonably satisfactory to the RepresentativesRepresentative. (df) No Prospectus or amendment or supplement to the Registration Statement Statement, any Statutory Prospectus or any document in the Prospectus Disclosure Package shall have been filed to which either Representative the Underwriters shall have reasonably objected in writingwriting prior to its filing unless such objection has been withdrawn. (e) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement required to be filed, prior to the sale of the Units, shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be, and the Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b). (fg) Prior to the Closing Time and at the each Option Closing Time of Purchase, and, if applicable, each Additional Time of Purchase, (i) no stop order with respect to suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order preventing or suspending the use of any Statutory Prospectus or any document in the Disclosure Package shall have been issued under issued, and no proceedings for such purpose shall have been initiated or threatened, by the Act or proceedings initiated under Section 8(d) or 8(e) Commission, and no suspension of the Act; qualification of the Shares for offering or sale in any jurisdiction, or the initiation or threatening of any proceedings for any of such purposes, has occurred, (ii) all requests for additional information on the part of the Commission, if any, shall have been complied with to the reasonable satisfaction of the Representative, (iii) the Registration Statement and all amendments thereto shall 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; misleading and (iiiiv) neither any Statutory Prospectus and the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, Disclosure Package shall include not contain an 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 are made, not misleading; (iv) the Disclosure Package, and any amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written Communications, if any, shall include an 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 are were made, not misleading. (gh) All filings with the Commission required by Rule 424 under the Securities Act to have been filed by the Closing Time shall have been made within the applicable time period prescribed for such filing by such rule. (i) Between the time of execution of this Agreement and the Closing Time or the relevant Option Closing Time: (i) there shall not have been any Material Adverse Effect, and no transaction which is material and unfavorable to the Company shall have been entered into by the Company or any other member of the Company Group, in each case, which in the Representative’s sole judgment, makes it impracticable or inadvisable to proceed with the public offering of the Shares as contemplated by the Registration Statement; and (ii) there shall not have occurred 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 the Company or any other member of the Company Group or any of their securities or indebtedness by any “nationally recognized statistical rating organization” as such term is defined by the Commission for purposes of Section 3(a)(62) of the Exchange Act. (j) The Shares shall have been approved for listing on NASDAQ. (k) The FINRA shall not have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. (l) The Representative shall have received lock-up agreements as set forth in Section 4(s). (m) The Company shall have delivered to the Underwriters a certificate, executed by the Secretary of the Company and dated as of the Closing Time and each Option Closing Time (if any) as to (i) the resolutions adopted by the Company’s board of directors in form and substance reasonably acceptable to the Representative, (ii) the Company’s certificate of incorporation, as amended and (iii) the Company’s bylaws, as amended, each as in effect at the Closing Time and each Option Closing Time (if any). (n) The Company will, at the Closing Time of Purchase, and, if applicable, and on each Additional Time of PurchaseOption Closing Time, deliver to the Representatives Underwriters a certificate of its Chief Executive Officer and its Chief Financial Officer, dated to the effect set forth in Section 6(i)(ii) hereof, and further to the effect that: (i) for the period from and after the date of this Agreement and prior to the Closing Time of Purchase or such Additional Time of Purchasethe Option Closing Time, as applicable, there has not occurred any Material Adverse Effect; (ii) the case may berepresentations, warranties and covenants of the Company set forth in Section 3 hereof were true and correct as of the form attached date hereof and are true and correct as Exhibit B heretoof the Closing Time or the Option Closing Time, as applicable, with the same force and effect as though expressly made on and as of the Closing Time or the Option Closing Time, as applicable; and (iii) 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 the Closing Time or the Option Closing Time, as applicable, included in this Agreement. (ho) The Company shall have furnished to the Representatives Underwriters such other documents and certificates as to the accuracy and completeness of any statement in (i) the Registration Statementrepresentations, warranties and statements of the Company contained herein, (ii) the performance by the Company of its respective covenants contained herein and therein, and (iii) the fulfillment of any Preliminary Prospectus conditions contained herein or the Prospectus therein, as of the Closing Time Of Purchase and, if applicable, each Additional Time Of Purchaseor any Option Closing Time, as the Representatives Underwriters may reasonably request. (i) The Company shall have furnished to the Representatives at the Time Of Purchase executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, and the Insider Letter. (j) The Units, the Common Stock and the Public Warrants shall have been approved for listing on Nasdaq, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase or each Additional Time Of Purchase, as the case may be. (k) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company each Capital Party on the date hereof, at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, the performance by the Company each Capital Party of its respective obligations hereunder and to the following additional conditions precedent: (a) The Representatives shall have received at At the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, the Underwriters shall have received an opinion and a negative assurance letter of Xxxxxxxx & Xxxxxxxx LLP, United States counsel for the Capital Parties, addressed to the Underwriters, and dated the time of purchase or the additional time of purchase, as the case may be, in the forms set forth, respectively, in Exhibit B and Exhibit C hereto. (b) At the time of purchase and, if applicable, at the additional time of purchase, the Underwriters shall have received an opinion of Ellenoff Gxxxxxxx Xxxxxx, Xxxxxx & Schole Xxxxxxxx (New York) LLP, Republic of The Xxxxxxxx Islands counsel for the Company, Capital Maritime and Crude Carriers Investments Corp., addressed to the Underwriters, and dated the time of purchase or the additional time of purchase, as the case may be, in the form set forth in Exhibit D hereto. (c) At the time of purchase and, if applicable, at the additional time of purchase, the Underwriters shall have received an opinion of [___], Republic of Panama counsel for the Manager, addressed to the Underwriters, and dated the time of purchase or the additional time of purchase, as the case may be, in the form set forth in Exhibit E hereto. (d) At the time of purchase and, if applicable, at the additional time of purchase, the Underwriters shall have received an opinion of Xxxxxx, Xxxxxx & Xxxxxxxx (New York) LLP, Liberian counsel for the Company, addressed to the Underwriters, and dated the Time Of Purchase time of purchase or the Additional Time Of Purchaseadditional time of purchase, as the case may be, with executed copies for each Underwriter, in the form and substance satisfactory to the Representativesset forth in Exhibit F hereto. (be) The Representatives At the time of purchase and, if applicable, at the additional time of purchase, the Underwriters shall have received an opinion of [Bairactaris & Partners], Greek counsel for the Capital Parties, addressed to the Underwriters, and dated the time of purchase or the additional time of purchase, as the case may be, in the form set forth in Exhibit G hereto. (f) At the time of purchase and, if applicable, at the additional time of purchase, the Underwriters shall have received an opinion of [___], English counsel for the Company, addressed to the Underwriters, and dated the time of purchase or the additional time of purchase, as the case may be, in the form set forth in Exhibit H hereto. (g) You shall have received from Mxxxxx LLP Deloitte. Hadjipavlou, Sofianos & Cambanis S.A. letters dated, respectively, the date of this Agreement, the Time Of Purchase date of the Prospectus, the time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, each and addressed to the Underwriters (with executed copies for each Underwriter) in form and substance the forms satisfactory to the RepresentativesUBS, which letters of shall cover, without limitation, the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the various financial statements and certain financial information disclosures contained or incorporated by reference in the in the Registration Statement, the Disclosure Package Preliminary Prospectuses, the Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any. (ch) The Representatives You shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an the favorable opinion and negative assurance letter of Gxxxxxxxx Txxxxxx Cravath, Swaine & Xxxxx LLP, counsel to for the Underwriters, dated the Time Of Purchase time of purchase or such Additional Time Of Purchasethe additional time of purchase, as the case may be, in form and substance reasonably satisfactory to the RepresentativesUBS. (di) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which either Representative you shall have reasonably objected in writing. (ej) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement registration statement required to be filed, prior to the sale of the UnitsShares, under the Act pursuant to Rule 462(b) shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be. If Rule 430A under the Act is used, and the Prospectus, and any supplement thereto, Prospectus shall have been filed in with the manner and within the time period required by Commission pursuant to Rule 424(b) under the Act at or before 5:30 P.M., New York City time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Act). (fk) Prior to and at the Time time of Purchasepurchase, and, if applicable, each Additional Time the additional time of Purchasepurchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall 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; (iii) neither none of the latest Preliminary Prospectus nor Prospectuses or the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; (iv) the no Disclosure Package, and any no amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written CommunicationsFree Writing Prospectuses, if any, shall include an 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 are made, not misleading. (gl) The Company willEach Capital Party shall, at the Time time of Purchase, purchase and, if applicable, each Additional Time at the additional time of Purchasepurchase, deliver have delivered to the Representatives you a certificate of its Chief Executive Officer and its Chief Financial Officer, dated the Time time of Purchase purchase or such Additional Time the additional time of Purchasepurchase, as the case may be, in the form attached forms attached, respectively, as Exhibit B I, Exhibit J, Exhibit K, and Exhibit L hereto. (hm) You shall have received each of the signed Lock-Up Agreements referred to in Section 4(ss) hereof, and each such Lock-Up Agreement shall be in full force and effect at the time of purchase and the additional time of purchase, as the case may be. (n) Prior to the time of purchase, the Board of Directors of the Company shall have validly adopted a policy for the review, approval and monitoring of transactions involving the Company and related persons, as described in the section of the Registration Statement, the Preliminary Prospectuses and the Prospectus entitled “Certain Relationships and Related-Party Transactions”. (o) The Company Capital Parties shall have furnished to the Representatives you such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus, the Prospectus or the any Permitted Free Writing Prospectus as of the Time Of Purchase time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, as the Representatives you may reasonably request. (ip) The Company shall have furnished to the Representatives at the Time Of Purchase executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, and the Insider Letter. (j) The Units, the Common Stock and the Public Warrants Shares shall have been approved for listing on Nasdaqthe NYSE, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase time of purchase or each Additional Time Of Purchasethe additional time of purchase, as the case may be. (kq) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters Underwriter hereunder shall be subject to the performance by the Issuer, the Borrower, the Letter of Credit Bank and each Confirming Bank of their respective obligations and agreements to be performed hereunder, at or prior to the Closing Date; to the accuracy as of the date hereof of the representations and warranties of the Issuer and the Borrower contained herein; and to the accuracy of such representations and warranties as if made on and as of the Closing Date. The obligations of the Underwriter hereunder are subject to the accuracy following further conditions: (a) On or prior to the Closing Date, the Underwriter shall have received: (i) Opinions, dated the Closing Date, of counsel to the Borrower to the effect set forth in Appendix A hereto; of Bond Counsel, to the effect set forth in Appendix B hereto; of counsel to the Letter of Credit Bank to the effect set forth in Appendix C hereto; of counsel to each Confirming Bank to the effect set forth in Appendix D hereto; and of counsel to the Issuer substantially in the form set forth in Appendix E hereto. (ii) A certificate, dated the Closing Date, signed by an official of the Issuer in the form attached hereto as Appendix F. (iii) A certificate, dated the Closing Date, signed by the Borrower reasonably satisfactory to the Underwriter, to the effect that (A) each of the representations and warranties of the Borrower set forth in Section 4 hereof and in the Agreement is true, accurate and complete in all material respects on the part Closing Date as if made on and as of the Company on Closing Date; and (B) each of the date hereof, at agreements of the Time Of Purchase and, if applicable, at Borrower to be complied with and each Additional Time Of Purchase, of the performance by obligations of the Company of its obligations Borrower to be performed hereunder and under the Agreement on or prior to the following additional conditions precedent:Closing Date has been complied with and performed in all material respects. (aiv) The Representatives shall have received at the Time Of Purchase and, if applicable, at each Additional Time Of Purchase, an opinion of Ellenoff Gxxxxxxx & Schole LLP, counsel to the Company, addressed to the UnderwritersCertificates, dated the Time Of Purchase Closing Date, signed by a duly authorized officer of the Letter of Credit Bank and each Confirming Bank reasonably satisfactory to the Underwriter, to the effect that each of the agreements of the Letter of Credit Bank and each Confirming Bank, respectively, to be complied with and each of the obligations of the Letter of Credit Bank and each Confirming Bank to be performed under the Reimbursement Agreement and under the Letter of Credit or the Additional Time Of Purchaseany Confirming Letter of Credit, as the case may be, on or prior to the Closing Date has been complied with executed copies for and performed. (v) Such additional certificates (including appropriate “no litigation” certificates), opinions, instruments or other documents as the Underwriter may reasonably request to evidence the truth, accuracy and completeness as of the Closing Date, of the representations and warranties of the Issuer and the Borrower contained herein and the due performance and satisfaction by the Issuer, the Borrower, the Letter of Credit Bank and each UnderwriterConfirming Bank at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by each of them, as appropriate, in form connection with this Bond Purchase Agreement, the Indenture, the Agreement, the Note, the Reimbursement Agreement and, in the case of the Letter of Credit Bank and substance satisfactory to each Confirming Bank, the RepresentativesLetter of Credit and any Confirming Letter of Credit, respectively. (vi) On the Closing Date, the purchase price for the Bonds in the full principal amount thereof, plus accrued interest, if any, by wire transfer or other immediately available funds from the purchaser or purchasers of the Bonds. (b) The Representatives Between the date hereof and the Closing Date, legislation shall not have been enacted by the Congress or be actively considered for enactment by Congress, or recommended to the Congress for passage by the President of the United States, or introduced or favorably reported for passage to either house of the Congress, and neither a decision, order or decree of a court of competent jurisdiction, nor an order, ruling, regulation or official statement of or on behalf of the Securities and Exchange Commission shall have received from Mxxxxx LLP letters datedbeen rendered or made, respectivelywith the purpose or effect that the issuance, offering or sale of the Bonds or any related security or obligations of the general character of the Bonds or any related security as contemplated hereby, or the execution and delivery of the Indenture or indentures similar thereto, is or would be in violation of any provision of, or is or would be subject to registration or qualification requirements under, the date Securities Act of this Agreement, 1933 or the Time Of Purchase and, if applicable, each Additional Time Of Purchase, each addressed to the Underwriters in form and substance satisfactory to the Representatives, which letters Trust Indenture Act of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial statements and certain financial information contained or incorporated by reference in the in the Registration Statement, the Disclosure Package and the Prospectus1939. (c) The Representatives Between the date hereof and the Closing Date, there shall not have received at occurred any action by the Time Of Purchase and, if applicable, at each Additional Time Of Purchase, an opinion Comptroller of Gxxxxxxxx Txxxxxx LLP, counsel to the Underwriters, dated Currency or any governmental agency or court which calls into question the Time Of Purchase validity or such Additional Time Of Purchase, as enforceability of the case may be, in form and substance reasonably satisfactory to the RepresentativesLetter of Credit or any Confirming Letter of Credit. (d) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus event shall have been filed occurred or fact exist which makes untrue, incorrect or inaccurate, in any material respect as of the time the same purports to speak, any statement or information contained in the Offering Memorandum, or which either Representative shall have objected is not reflected in writing. (e) The Registration Statement, the Exchange Act Registration Statement Offering Memorandum but should be reflected therein as of the time and any Rule 462(b) Registration Statement required for the purpose for which the Offering Memorandum is to be filed, prior to the sale of the Units, shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be, and the Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b). (f) Prior to and at the Time of Purchase, and, if applicable, each Additional Time of Purchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall 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; (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary used in order to make the statements thereinand information contained therein not misleading in any material respect as of such time. (e) None of the following shall have occurred: (i) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange or such trading shall have been suspended; (ii) the New York Stock Exchange or other national securities exchange, or the National Association of Securities Dealers, Inc. or other national securities association, or the Municipal Securities Rulemaking Board or other similar national self-regulatory rule-making board, or any governmental authority, shall impose, as to the Bonds or similar obligations, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or change in the net capital requirements of, underwriters; (iii) a general banking moratorium shall have been declared by Federal or Georgia authorities; or (iv) a war involving the United States of America shall have been declared, or any other national or international calamity or crisis, or a financial crisis, shall have occurred, the effect of which, in the light reasonable judgment of the circumstances under which they are madeUnderwriter, not misleading; (iv) would make it impracticable to market the Disclosure Package, Bonds or would materially and any amendment or supplement thereto, shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make adversely affect the statements therein, in the light ability of the circumstances under which they are made, not misleading; and (v) none Underwriter to enforce contracts for the sale of the Permitted Exempt Written Communications, if any, shall include an 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 are made, not misleadingBonds. (gf) The Company will, at the Time of Purchase, and, if applicable, each Additional Time of Purchase, deliver All matters relating to the Representatives a certificate of its Chief Executive Officer and its Chief Financial Officer, dated the Time of Purchase or such Additional Time of Purchase, as the case may be, in the form attached as Exhibit B hereto. (h) The Company shall have furnished to the Representatives such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus or the Prospectus as of the Time Of Purchase and, if applicable, each Additional Time Of Purchase, as the Representatives may reasonably request. (i) The Company shall have furnished to the Representatives at the Time Of Purchase executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants this Bond Purchase Agreement, the Registration Rights Offering Memorandum, the Bonds, the Resolution, the Indenture, the Agreement, the Administrative Services Note, the Letter of Credit, each Confirming Letter of Credit, the Reimbursement Agreement and the consummation of the transactions contemplated by this Bond Purchase Agreement and the Offering Memorandum, shall be reasonably satisfactory to and subject to the reasonable approval of the Underwriter. If any of the conditions specified in the preceding provisions of this Section shall have not been fulfilled when and as required by this Bond Purchase Agreement, this Bond Purchase Agreement and the Insider Letter. (j) The UnitsUnderwriter’s obligations hereunder may be terminated by the Underwriter at, or at any time prior to, the Common Stock and Closing Date. Any such termination shall be without liability on the Public Warrants shall have been approved for listing on Nasdaq, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase or each Additional Time Of Purchase, as the case may beUnderwriter’s part. (k) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company Capitala Entities on the date hereof, at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, the performance by the Company Capitala Entities of its their obligations hereunder and to the following additional conditions precedent: (a) The Representatives Company shall have received furnish to you at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an opinion of Ellenoff Gxxxxxxx & Schole Eversheds Sxxxxxxxxx (US) LLP, counsel to for the Company, addressed to the Underwriters, and dated the Time Of Purchase time of purchase or the Additional Time Of Purchaseadditional time of purchase, as the case may be, with executed copies for each Underwriter, and in form and substance satisfactory to the RepresentativesManager, in the form set forth in Exhibit A hereto. (b) The Representatives Company shall furnish to you at the time of purchase and, if applicable, at the additional time of purchase, an opinion of Rxxxxxxx, Bxxxxxxx & Hxxxxx, P.A. counsel for the Company, addressed to the Underwriters, and dated the time of purchase or the additional time of purchase, as the case may be, with executed copies for each Underwriter, and in form and substance satisfactory to the Manager, in the form set forth in Exhibit B hereto. (c) You shall have received from Mxxxxx Ernst & Young LLP letters dated, respectively, the date of this Agreement, the Time Of Purchase date of the Prospectus, the time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, each and addressed to the Underwriters (with executed copies for each Underwriter) in form and substance the forms satisfactory to the RepresentativesManager, which letters of the type ordinarily included in accountants’ “comfort letters” to underwritersshall cover, with respect without limitation, various financial disclosures relating to the financial statements and certain financial information Company contained or incorporated by reference in the in the Registration Statement, the Disclosure Package and the Prospectus. (cd) The Representatives You shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an the favorable opinion of Gxxxxxxxx Txxxxxx Freshfields Bruckhaus Dxxxxxxx US LLP, counsel to for the Underwriters, dated the Time Of Purchase time of purchase or such Additional Time Of Purchasethe additional time of purchase, as the case may be, in form and substance reasonably satisfactory to the RepresentativesManager. (de) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which either Representative you shall have objected in writing. (ef) The Registration Statement, and the Exchange Act Registration Statement and any Rule 462(b) Registration Statement registration statement required to be filed, prior to the sale of the UnitsNotes, under the Act pursuant to Rule 462(b) shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be. If Rule 430C under the Act is used, and the Prospectus, and any supplement thereto, Prospectus shall have been filed in with the manner and within Commission pursuant to Rule 497 under the Act at or before 5:30 P.M., New York City time, on the second full business day after the date of this Agreement (or such earlier time period as may be required by Rule 424(bunder the Act). (fg) Prior to and at the Time time of Purchasepurchase, and, if applicable, each Additional Time the additional time of Purchasepurchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall 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; (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; and (iv) the no Disclosure Package, and any no amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written Communications, if any, shall include an 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 are made, not misleading. (gh) The Company Each of the Capitala Entities will, at the Time time of Purchase, purchase and, if applicable, each Additional Time at the additional time of Purchasepurchase, deliver to the Representatives you a certificate of its Chief Executive Officer and its Chief Financial Officer, dated the Time time of Purchase purchase or such Additional Time the additional time of Purchasepurchase, as the case may be, in the form attached as Exhibit B C hereto. (hi) The Company shall have furnished to the Representatives you such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any the Preliminary Prospectus or the Prospectus as of the Time Of Purchase time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, as the Representatives you may reasonably request. (i) The Company shall have furnished to the Representatives at the Time Of Purchase executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, and the Insider Letter. (j) The Units, the Common Stock and the Public Warrants shall have been approved for listing on Nasdaq, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase or each Additional Time Of Purchase, as the case may be. (k) 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. (k) At the time of the purchase and, if applicable, the additional time of purchase, the Company shall have applied to list the Notes on NASDAQ. (l) At least one business day On or prior to the Time Of Purchasetime of purchase, the Sponsor Company and the Trustee shall have caused a portion of executed and delivered the purchase price for Indenture and the Private Placement Warrants to be deposited into the Trust AccountNotes. (m) No order preventing or suspending The “lock-up” agreements, each substantially in the sale form of Exhibit D hereto, from all the officers and directors of the Units Company listed in any jurisdiction designated by Schedule C and from the Representative pursuant Advisor, relating to Section ‎4(a) hereof sales and certain other dispositions of shares of common stock or certain other securities, delivered to you on or before the date hereof, shall have been issued be in full force and effect as of the Time Of Purchasetime pf purchase and, and no proceedings for that purpose shall have been instituted or shall have been threatenedif applicable, the additional time of purchase. (n) FINRA Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, if there are any debt securities or preferred stock of, or guaranteed, by, the Company or any of its subsidiaries that are rated by a “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act, (i) no downgrading shall not have raised occurred in the rating accorded any objection such debt securities or preferred stock and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock (other than an announcement with positive implications of a possible upgrading). (o) On or prior to time of purchase and, if applicable, the additional time of purchase, the Company shall have furnished to the fairness or reasonableness of Manager such further certificates and documents as the underwriting, or other arrangements of the transactions, contemplated herebyManager may reasonably request.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder to purchase Shares at the Closing Time are subject to the accuracy of the representations and warranties on the part of the Company Company, the Operating Partnership and the Advisor hereunder on the date hereof, hereof and at the Closing Time Of Purchase and, (as if applicable, at each Additional Time Of Purchasemade on and as of such date), the performance by the Company Company, the Operating Partnership and the Advisor of its their respective obligations hereunder and to the satisfaction of the following additional further conditions precedentat the Closing Time: (a) The Company shall furnish to the Representatives at the Closing Time opinions of Xxxxxxx Xxxxx LLP, counsel for the Company, the Subsidiaries and the Advisor, addressed to the Representatives and dated the Closing Time and in form and substance satisfactory to counsel for the Underwriters to the effect set forth in Exhibit A and Exhibit B hereto and to such further effect as counsel to the Underwriters may reasonably request. (b) The Company shall furnish to the Representatives at the Closing Time an opinion of in-house counsel for the Company, the Subsidiaries and the Advisor, addressed to the Representatives and dated the Closing Time and in form and substance satisfactory to counsel for the Underwriters to the effect set forth in Exhibit C hereto and to such further effect as counsel to the Underwriters may reasonably request. (c) The Company shall furnish to the Representatives at the Closing Time an opinion of Xxxxx Lovells US LLP, special Maryland counsel for the Company, addressed to the Representatives and dated the Closing Time and in form and substance satisfactory to counsel for the Underwriters to the effect set forth in Exhibit D hereto and to such further effect as counsel to the Underwriters may reasonably request. (d) The Representatives shall have received from BDO USA, LLP a letter dated as of the date of this Agreement and the Closing Time addressed to the Representatives, in form and substance satisfactory to the Representatives relating to the combined financial statements of the Company and the Subsidiaries, and such other matters customarily covered by comfort letters issued in connection with registered public offerings. (e) The Representatives shall have received from Ernst & Young LLP a letter dated as of the date of this Agreement and the Closing Time addressed to the Representatives, in form and substance satisfactory to the Representatives relating to the combined financial statements of the Company and the Subsidiaries and the financial statements of the PIM Highland Holding LLC and its subsidiaries and included in the Registration Statement, the General Disclosure Package and the Prospectus, and such other matters customarily covered by comfort letters issued in connection with registered public offerings. (f) The Representatives shall have received at the Closing Time Of Purchase and, if applicable, at each Additional Time Of Purchase, an opinion of Ellenoff Gxxxxxxx & Schole LLPDLA Piper LLP (US), counsel to for the CompanyUnderwriters, addressed to the Underwriters, Representatives and dated the Closing Time Of Purchase or the Additional Time Of Purchase, as the case may be, with executed copies for each Underwriter, and in form and substance satisfactory to the Representatives. (b) The Representatives shall have received from Mxxxxx LLP letters dated, respectively, the date of this Agreement, the Time Of Purchase and, if applicable, each Additional Time Of Purchase, each addressed to the Underwriters in form and substance satisfactory to the Representatives, which letters of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial statements and certain financial information contained or incorporated by reference in the in the Registration Statement, the Disclosure Package and the Prospectus. (c) The Representatives shall have received at the Time Of Purchase and, if applicable, at each Additional Time Of Purchase, an opinion of Gxxxxxxxx Txxxxxx LLP, counsel to the Underwriters, dated the Time Of Purchase or such Additional Time Of Purchase, as the case may be, in form and substance reasonably satisfactory to the Representatives. (dg) No Prospectus or amendment or supplement to the Registration Statement Statement, the General Disclosure Package or the Prospectus shall have been filed to which either Representative the Underwriters shall have reasonably objected in writing. (e) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement required to be filed, prior to the sale of the Units, shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be, and the Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b). (fh) Prior to and at the Closing Time of Purchase, and, if applicable, each Additional Time of Purchase, (i) the Registration Statement shall be effective with the Commission and no stop order with respect to suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of any preliminary prospectus or Prospectus shall have been issued under issued, and no proceedings for such purpose shall have been initiated or threatened, by the Act or proceedings initiated under Section 8(d) or 8(e) Commission, and no suspension of the Actqualification of the Shares for offering or sale in any jurisdiction, or the initiation or threatening of any proceedings for any of such purposes, has occurred; (ii) all requests for additional information on the part of the Commission shall have been complied with to the reasonable satisfaction of the Representatives; and (iii) the Registration Statement Statement, the General Disclosure Package and all amendments thereto the Prospectus shall 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; (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; (iv) the Disclosure Package, and any amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written Communications, if any, shall include an 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 are were made, not misleading. (gi) All filings with the Commission required by Rule 424 and Rule 430B under the Securities Act to have been filed by the Closing Time shall have been made within the applicable time period prescribed for such filing by such Rules. (j) Between the time of execution of this Agreement and the Closing Time there shall not have been any change, or any development or event that reasonably could be expected to result in a change, that has or reasonably could be expected to have a Material Adverse Effect, whether or not arising in the ordinary course of business, and (ii) no transaction that is material and unfavorable to the Company shall have been entered into by the Company or any of the Subsidiaries, in each case, that in the Representatives’ sole judgment, makes it impracticable or inadvisable to proceed with the public offering of the Shares as contemplated by the Registration Statement. (k) The Company willShares shall have been approved for listing on the New York Stock Exchange, at the Time subject only to official notice of Purchase, and, if applicable, each Additional Time of Purchase, deliver issuance. (l) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. (m) The Articles Supplementary shall have been accepted for record by the Maryland State Department of Assessments and Taxation and shall be effective under the Maryland General Corporation Law. (n) The Representatives shall have received a copy of the Partnership Agreement Amendment duly authorized, executed and delivered by the Company. (o) The Representatives shall have received at or before the Closing Time a certificate of its the Company’s Chief Executive Officer, President or Chief Operating Officer and its Chief Accounting Officer or Chief Financial Officer, dated to the Time effect that: (i) the representations and warranties of Purchase or such Additional Time of Purchasethe Company and the Operating Partnership in this Agreement are true and correct, as if made on and as of such date, and the case may be, Company and the Operating Partnership have complied with all the agreements and satisfied all the conditions on their part to be performed or satisfied at or prior to the date hereof; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued and no proceedings for that purpose have been instituted or are pending or threatened under the Securities Act; and (iii) subsequent to the respective dates as of which information is given in the form attached General Disclosure Package or the Prospectus, there has not been (A) any change, or any development or event that reasonably could be expected to result in a change, that has or reasonably could be expected to have a Material Adverse Effect, whether or not arising in the ordinary course of business, (B) any transaction that is material to the Company and the Subsidiaries considered as Exhibit B heretoone enterprise, (C) any obligation, direct or contingent, that is material to the Company and the Subsidiaries considered as one enterprise, incurred by the Company or the Subsidiaries, (D) any change in the capital stock or outstanding indebtedness of the Company or any Subsidiary that is material to the Company and the Subsidiaries considered as one enterprise, (E) any dividend or distribution of any kind declared, paid or made on the capital stock or other equity interests of the Company or any Subsidiary, or (F) any loss or damage (whether or not insured) to the property of the Company or any Subsidiary that has been sustained or will have been sustained that has or may reasonably be expected to have a Material Adverse Effect. (hp) The Representatives shall have received at or before the Closing Time a certificate of the Advisor’s Chief Executive Officer, President or Chief Operating Officer and Chief Accounting Officer or Chief Financial Officer, to the effect that: (i) the representations and warranties of the Advisor in this Agreement are true and correct, as if made on and as of such date, and the Advisor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the date hereof; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued and no proceedings for that purpose have been instituted or are pending or threatened under the Securities Act; and (iii) subsequent to the respective dates as of which information is given in the General Disclosure Package or the Prospectus, there has not been (A) any change, or any development or event that reasonably could be expected to result in a change, that has or reasonably could be expected to have an Advisor Material Adverse Effect, whether or not arising in the ordinary course of business, or (B) any transaction that is material to the Advisor. (q) The Representatives shall have received as of the date of this Agreement and the Closing Time an officers’ certificate, executed on behalf of the Company by the Chief Financial Officer of the Company and the Chief Accounting Officer of the Company in form and substance satisfactory to counsel for the Underwriters. (r) The Company, the Operating Partnership and the Advisor shall have furnished to the Representatives Underwriters such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, the General Disclosure Package and the Prospectus, the representations, warranties and statements of the Company, the Operating Partnership and the Advisor contained herein, and the performance by the Company, the Operating Partnership and the Advisor of their covenants contained herein, and the fulfillment of any Preliminary Prospectus or the Prospectus conditions contained herein, as of the Closing Time Of Purchase and, if applicable, each Additional Time Of Purchase, as the Representatives Underwriters may reasonably request. (i) The Company shall have furnished to the Representatives at the Time Of Purchase executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, and the Insider Letter. (j) The Units, the Common Stock and the Public Warrants shall have been approved for listing on Nasdaq, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase or each Additional Time Of Purchase, as the case may be. (k) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder to purchase Shares at the Closing Time or on each Option Closing Time, as applicable, are subject to the accuracy of the representations and warranties on the part of the Company on hereunder as of the date hereof, Initial Sale Time and at the Time Of Purchase andClosing Time, if and on each Option Closing Time, as applicable, at each Additional Time Of Purchase, the performance by the Company of its obligations hereunder and to the satisfaction of the following additional further conditions precedentat the Closing Time or on each Option Closing Time, as applicable: (a) The the Company shall furnish to the Underwriters at the Closing Time and on each Option Closing Time an opinion of [], counsel for the Company and the Subsidiaries, addressed to the Underwriters and dated the Closing Time and such Option Closing Time, substantially in the form in Exhibit B; (b) the Representatives shall have received at from [] letters dated, respectively: (i) the Time Of Purchase and, if applicable, at each Additional Time Of Purchase, an opinion date of Ellenoff Gxxxxxxx & Schole LLP, counsel the Preliminary Prospectus as most recently amended or supplemented immediately prior to the CompanyInitial Sale Time; (ii) the date of this Agreement; (iii) the Closing Time; and (iv) each Option Closing Time (if any), and addressed to the Underwriters, dated the Time Of Purchase or the Additional Time Of Purchase, as the case may be, with executed copies for each UnderwriterRepresentatives, in form and substance satisfactory to the Representatives., containing statements and information of the type specified in AU Section 634 “Letters for Underwriters and Certain other Requesting Parties” issued by the American Institute of Certified Public Accountants with respect to the financial statements, including any pro forma financial statements (if any), and certain financial information of the Company and the Subsidiaries included in the Registration Statement, the Preliminary Prospectus and the Prospectus, and such other matters customarily covered by comfort letters issued in connection with registered public offerings; provided, however, that the letters delivered at the Closing Time and each Option Closing Time (if any) shall use a “cut-off” date no more than three business days prior to such date of the Preliminary Prospectus, the Closing Time or such Option Closing Time, as the case may be; (bc) The the Representatives shall have received from Mxxxxx LLP letters datedat the Closing Time and on each Option Closing Time the favorable opinion of [], respectivelycounsel for the Underwriters, dated the date of this AgreementClosing Time or such Option Closing Time, the Time Of Purchase and, if applicable, each Additional Time Of Purchase, each addressed to the Underwriters Representatives and in form and substance satisfactory to the Representatives, which letters of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial statements and certain financial information contained or incorporated by reference in the in the Registration Statement, the Disclosure Package and the Prospectus. (c) The Representatives shall have received at the Time Of Purchase and, if applicable, at each Additional Time Of Purchase, an opinion of Gxxxxxxxx Txxxxxx LLP, counsel to the Underwriters, dated the Time Of Purchase or such Additional Time Of Purchase, as the case may be, in form and substance reasonably satisfactory to the Representatives.; (d) No Prospectus or The Company shall furnish to the Underwriters at the Initial Sale Time, the Closing Time and on each Option Closing Time, a certificate of its Chief Financial Officer in the form attached as Exhibit C hereto; (e) no amendment or supplement to the Registration Statement Statement, the Preliminary Prospectus or the Prospectus shall have been filed to which either Representative the Underwriters shall have reasonably objected in writing. (e) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement required to be filed, prior to the sale of the Units, shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be, and the Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b).; (f) Prior prior to the Closing Time and at the Time of Purchase, and, if applicable, each Additional Time of Purchase, Option Closing Time: (i) no stop order with respect to suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus shall have been issued under issued, and no proceedings for such purpose shall have been initiated or threatened, by the Act or proceedings initiated under Section 8(d) or 8(e) Commission, and no suspension of the Actqualification of the Shares for offering or sale in any jurisdiction, or the initiation or threatening of any proceedings for any of such purposes, has occurred; and (ii) all requests for additional information on the Registration Statement and all amendments thereto shall 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; (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light part of the circumstances under which they are made, not misleading; (iv) Commission shall have been complied with to the Disclosure Package, and any amendment or supplement thereto, shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light reasonable satisfaction of the circumstances under which they are made, not misleading; and (v) none of the Permitted Exempt Written Communications, if any, shall include an 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 are made, not misleading.Representatives; (g) all filings with the Commission required by Rule 497 under the Securities Act to have been filed by the Closing Time shall have been made within the applicable time period prescribed for such filing by such Rule 497; (h) between the time of execution of this Agreement and the Closing Time or the relevant Option Closing Time, there shall not have been any Material Adverse Change or Advisor/Administrator Material Adverse Effect; (i) the Shares shall have been approved for listing on The Nasdaq Global Select Market, subject to official notice of issuance; (j) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements; (k) the Representatives shall have received Lock-Up Letter Agreements contemplated by Section 5(s) of this Agreement and such Lock-Up Letter Agreements shall be in full force and effect; (l) the Company willwill have delivered, at the Closing Time of Purchaseand on each Option Closing Time, and, if applicable, each Additional Time of Purchase, deliver to the Representatives Underwriters a certificate of the Company signed on its behalf by its Chief Executive Officer and its or Chief Financial Officer, dated to the Time effect that: (i) the representations and warranties of Purchase or such Additional Time of Purchasethe Company in this Agreement are true and correct, as if made on and as of the case may beClosing Time or any Option Closing Time, as applicable, 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 the Closing Time or any Option Closing Time, as applicable; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued and no proceedings for that purpose have been instituted or are pending or threatened under the Securities Act; (iii) to the best of the signers’ knowledge, after reasonable investigation, when the Registration Statement became effective and at all times subsequent thereto up to the Closing Time or any Option Closing Time, as applicable, the representations and warranties in Sections 3(p), 3(q) and 3(r) were true and correct; and (iv) subsequent to the respective dates as of which information is given in the form attached Registration Statement, the Preliminary Prospectus and the Prospectus, there has not been (a) any Material Adverse Change, (b) any transaction that is material to the Company and the Subsidiaries considered as Exhibit B hereto.one enterprise, except transactions entered into in the ordinary course of business, (c) any change in the capital stock or outstanding indebtedness of the Company or any Subsidiary that is material to the Company and the Subsidiaries considered as one enterprise, (d) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company or any Subsidiary, or (e) any loss or damage (whether or not insured) to the property of the Company or any Subsidiary which has been sustained or will have been sustained which has a Material Adverse Effect; (hm) The at the Closing Time and on each Option Closing Time, [] shall have received the Advisor Supplemental Payment and Advisor Sales Load Payment with respect to the Initial Shares and/or the Option Shares, as applicable, from the Advisor; and (n) the Company shall have furnished to the Representatives Underwriters such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any the Preliminary Prospectus or and the Prospectus Prospectus, the representations, warranties and statements of the Company contained herein, and the performance by the Company of its covenants contained herein, and the fulfillment of any conditions contained herein, as of the Closing Time Of Purchase and, if applicable, each Additional Time Of Purchaseor any Option Closing Time, as the Representatives Underwriters may reasonably request. (i) The Company shall have furnished to the Representatives at the Time Of Purchase executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, and the Insider Letter. (j) The Units, the Common Stock and the Public Warrants shall have been approved for listing on Nasdaq, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase or each Additional Time Of Purchase, as the case may be. (k) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof, at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Representatives Company shall have received furnish to you at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an opinion and negative assurance letter of Ellenoff Gxxxxxxx & Schole Xxxxxxxx Chance US LLP, counsel to for the Company, addressed to the Underwriters, and dated the Time Of Purchase time of purchase or the Additional Time Of Purchaseadditional time of purchase, as the case may be, with executed copies for each Underwriter, in form and substance satisfactory to the Representativesforms set forth in Exhibit B hereto. (b) The Representatives Company shall furnish to you at the time of purchase and, if applicable, at the additional time of purchase, an opinion of Marks & Clerk LLP, special counsel for the Company with respect to patents and/or proprietary rights, addressed to the Underwriters, and dated the time of purchase or the additional time of purchase, as the case may be, with executed copies for each Underwriter, in the forms set forth in Exhibit C hereto. (c) The Company shall furnish to you at the time of purchase and, if applicable, at the additional time of purchase, an opinion of Xxxxxxxx & Xxxxxxxx LLP, special counsel for the Company with respect to patents and/or proprietary rights, addressed to the Underwriters, and dated the time of purchase or the additional time of purchase, as the case may be, with executed copies for each Underwriter, in the forms set forth in Exhibit D hereto. (d) The Company shall furnish to you at the time of purchase and, if applicable, at the additional time of purchase, an opinion of Xxxxx Xxxxx, special counsel for the Company with respect to the laws of Jersey, addressed to the Underwriters, and dated the time of purchase or the additional time of purchase, as the case may be, with executed copies for each Underwriter, in the form set forth in Exhibit E hereto. (e) You shall have received from Mxxxxx Ernst & Young LLP letters dated, respectively, the date of this Agreement, the Time Of Purchase time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, each and addressed to the Underwriters (with executed copies for each Underwriter) in form and substance the forms reasonably satisfactory to the RepresentativesJefferies, which letters of shall cover, without limitation, the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the various financial statements and certain financial information disclosures contained or incorporated by reference in the in the Registration Statement, the Disclosure Package and the Prospectus. (cf) The Representatives You shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an the favorable opinion of Gxxxxxxxx Txxxxxx Xxxxxxxxx & Xxxxxxx LLP, counsel to for the Underwriters, dated the Time Of Purchase time of purchase or such Additional Time Of Purchasethe additional time of purchase, as the case may be, in form and substance reasonably satisfactory to the RepresentativesJefferies. (dg) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which either Representative you shall have objected in writing. (eh) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement registration statement required to be filed, prior to the sale of the UnitsShares, under the Act pursuant to Rule 462(b) shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be. If Rule 430A under the Act is used, and the Prospectus, and any supplement thereto, Prospectus shall have been filed in with the manner and within the time period required by Commission pursuant to Rule 424(b) under the Act at or before 5:30 P.M., New York City time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Act). (fi) The written consent of the Jersey Financial Services Commission to circulation of the Prospectus pursuant to the Jersey Companies (General Provisions) (Jersey) Order 2002 shall have been obtained and shall be subsisting, and the written consent of the Jersey Financial Services Commission to the issue or transfer (as applicable) of the Shares pursuant to the Jersey Control Of Borrowing (Jersey) Order 1958 shall have been obtained and shall be subsisting. (j) Prior to and at the Time time of Purchasepurchase, and, if applicable, each Additional Time the additional time of Purchasepurchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall 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; (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; (iv) the no Disclosure Package, and any no amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Free Writing Prospectuses, if any, and none of the Permitted Exempt Written Communications, if any, shall include an 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 are made, not misleading. (gk) The Company will, at the Time time of Purchase, purchase and, if applicable, each Additional Time at the additional time of Purchasepurchase, deliver to the Representatives you a certificate of its Chief Executive Officer and its Chief Financial Officer, dated the Time time of Purchase purchase or such Additional Time the additional time of Purchasepurchase, as the case may be, in the form attached as Exhibit B F hereto. (hl) [Intentionally Omitted.] (m) You shall have received each of the signed Lock-Up Agreements referred to in Section 3(bb) hereof, and each such Lock-Up Agreement shall be in full force and effect at the time of purchase and the additional time of purchase, as the case may be. (n) The Company shall have furnished to the Representatives you such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus or the Disclosure Package and the Prospectus as of the Time Of Purchase time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, as the Representatives you may reasonably request. (io) The Company shall have furnished to the Representatives at the Time Of Purchase executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, and the Insider Letter. (j) The Units, the Common Stock and the Public Warrants Shares shall have been approved for listing on Nasdaq, subject only to notice of issuance and evidence of satisfactory distribution the NASDAQ at or prior to the Time Of Purchase time of purchase or each Additional Time Of Purchasethe additional time of purchase, as the case may be. (kp) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder to purchase Shares at the Closing Time or on each Date of Delivery, as applicable, are subject to the accuracy of the representations and warranties on the part of the Company hereunder on the date hereof, hereof and at the Closing Time Of Purchase andand on each Date of Delivery, if as applicable, at each Additional Time Of Purchase, the performance by the Company of its obligations hereunder and to the satisfaction of the following additional further conditions precedentat the Closing Time or on each Date of Delivery, as applicable: (a) The Representatives Company shall have received furnish to the Underwriters at the Closing Time Of Purchase and, if applicable, at and on each Additional Time Of Purchase, Date of Delivery an opinion of Ellenoff Gxxxxxxx & Schole Blackwell, Sanders, Xxxxx Xxxxxx, LLP, counsel to for the Company, addressed to the Underwriters and dated the Closing Time and each Date of Delivery and in form and substance satisfactory to Winston & Xxxxxx LLP, counsel for the Underwriters, dated stating that: (i) the Time Of Purchase outstanding shares of capital stock, partnership interests, membership interests or other equity interests, as applicable, of the Additional Time Of PurchaseSubsidiaries have been duly and validly authorized and issued and are fully paid and, with respect to shares of capital stock, limited partnership interests and membership interests, non-assessable, and all of the outstanding shares of capital stock, partnership interests, membership interests or other equity interests, as applicable, of the Subsidiaries are directly or indirectly owned of record and beneficially by the Company, free and clear of any perfected security interest, except as disclosed in the Prospectus; except as disclosed in the Prospectus, and to such counsel's knowledge after due inquiry, there are no outstanding (a) securities or obligations of the Company or any of the Subsidiaries convertible into or exchangeable for any capital stock, partnership interests, membership interests or other equity interests, as applicable, of the Company or any such Subsidiary, (b) warrants, rights or options to subscribe for or purchase from the Company or any such Subsidiary any such capital stock, partnership interests, membership interests or other equity interests, as applicable, or any such convertible or exchangeable securities or obligations, or (c) obligations of the Company or any such Subsidiary to issue any shares of capital stock, partnership interests, membership interests or other equity interests, as applicable, or any such convertible or exchangeable securities or obligation, or any such warrants, rights or options; (ii) each of the Subsidiaries has been duly incorporated or formed and is validly existing as a corporation, limited partnership or limited liability company, as the case may be, with executed and, based solely on certificates of applicable public officials, copies for each Underwriterof which are attached to counsel's opinion letter (the "Public Documents"), in form good standing under the laws of its respective jurisdiction of incorporation or formation with full corporate, limited partnership or limited liability company power and substance satisfactory authority to own its respective properties and to conduct its respective businesses as described in the Prospectus; (iii) the Company and each of the Subsidiaries are duly qualified and are in good standing in each in each jurisdiction in which the nature or conduct of its business requires such qualification or license and in which the failure, individually or in the aggregate, to be so qualified or licensed could reasonably be expected have a Material Adverse Effect; except as restricted by the agreements evidencing the mortgage financings disclosed in the Prospectus, no Subsidiary is prohibited or restricted, directly or indirectly, under its respective organizational documents or, to such counsel's knowledge after due inquiry, any other agreement from paying dividends to the Representatives. (b) The Representatives shall have received Company, or from Mxxxxx LLP letters dated, respectively, the date of this Agreement, the Time Of Purchase and, if applicable, each Additional Time Of Purchase, each addressed to the Underwriters in form and substance satisfactory to the Representatives, which letters of the type ordinarily included in accountants’ “comfort letters” to underwriters, making any other distribution with respect to such Subsidiary's capital stock, partnership interests, membership interests or other equity interests, as applicable, or from repaying to the financial statements and certain financial information contained Company or incorporated by reference any other Subsidiary any amounts which may from time to time become due under any loans or advances to such Subsidiary from the Company or such other Subsidiary, or from transferring any such Subsidiary's property or assets to the Company or to any other Subsidiary; other than the Subsidiaries or as disclosed in the in the Registration StatementProspectus and to such counsel's knowledge, the Disclosure Package Company does not own, directly or indirectly, any capital stock or other equity securities of any other corporation or any ownership interest in any partnership, joint venture or other association; (iv) neither the Company nor any of the Subsidiaries is in violation of any term or provision of its organizational documents, is in breach of, or in default under (nor has any event occurred which with notice, lapse of time, or both would constitute a breach of, or default under), any license, indenture, mortgage, deed of trust, loan or credit agreement or any other agreement or instrument identified on a schedule to such counsel's opinion or under any law, regulation or rule or any decree, judgment or order applicable to the Company or any of the Subsidiaries, except such breaches or defaults that would not have a Material Adverse Effect; (v) the execution, delivery and performance of this Agreement and the Prospectus.Reincorporation Agreements by the Company and the Subsidiaries (to the extent a party thereto) and the consummation by the Company and the Subsidiaries of the transactions contemplated by this Agreement and the Reincorporation Agreements (to the extent a party thereto) do not and will not conflict with, or result in any breach of, or constitute a default under (nor constitute any event which with notice, lapse of time, or both would constitute a breach of or default under), (i) any provisions of the charter or bylaws or other organizational documents of the Company or any Subsidiary, (ii) any provision of any license, indenture, mortgage, deed of trust, loan credit or other agreement or instrument identified on a schedule to such counsel's opinion, (iii) any law or regulation binding upon or applicable to the Company or any Subsidiary or any of their respective properties or assets, or (iv) any decree, judgment or order known to such counsel to be applicable to the Company or any Subsidiary; (cvi) The Representatives shall this Agreement has been duly authorized, executed and delivered by the Company; each of the Reincorporation Agreements has been duly authorized, executed and delivered by the Company and the Subsidiaries (to the extent a party thereto); and this Agreement and each of the Reincorporation Agreements is a legal, valid and binding agreement of the Company and the Subsidiaries (to the extent a party thereto) enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, and by general principles of equity; (vii) no approval, authorization, consent or order of or filing with any federal or state governmental or regulatory commission, board, body, authority or agency is required in connection with the execution, delivery and performance of this Agreement or the Reincorporation Agreements, the consummation of the transactions contemplated herein or therein, and the sale and delivery of the Shares by the Company as contemplated herein, other than such as have received at been obtained or made under the Time Of Purchase andSecurities Act and the Securities Act Regulations and the Exchange Act and Exchange Act Regulations, if applicable, at each Additional Time Of Purchase, an opinion and except as (A) may be required under the state securities or blue sky laws of Gxxxxxxxx Txxxxxx LLP, counsel to the various jurisdictions in which the Shares are being offered by the Underwriters, dated or (B) may be required by the Time Of Purchase NASD; (viii) the Company is not subject to registration as an investment company under the Investment Company Act, and the transactions contemplated by this Agreement will not cause the Company to become an "investment company" or such Additional Time Of Purchasea company "controlled" by an investment company within the meaning of the Investment Company Act; (ix) the issuance and sale of the Initial Shares (or the Option Shares, as applicable) by the case may be, in form and substance reasonably satisfactory Company is not subject to preemptive or other similar rights arising under any agreement known to such counsel to which the Representatives.Company or any of the Subsidiaries is a party; (dx) No Prospectus except as disclosed in the Prospectus, to such counsel's knowledge, there are no persons with registration or amendment other similar rights to have any equity or supplement debt securities, including securities that are convertible into or exchangeable for equity securities, registered pursuant to the Registration Statement or otherwise registered by the Prospectus shall Company under the Securities Act; (xi) the Shares and the Reincorporation Shares have been filed approved for listing on the New York Stock Exchange, subject only to which either Representative shall have objected in writing.official notice of issuance; (exii) The Registration Statement, the Exchange Act form of certificate used to evidence the Common Stock complies in all material respects with the requirements of the New York Stock Exchange; (xiii) the Registration Statement and any Rule 462(b) Registration Statement required to be filed, prior to the sale of the Units, shall have has been filed and shall have become declared effective under the Securities Act and, to such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and, to such counsel's knowledge, no proceedings with respect thereto have been commenced or threatened; any required filing of the Exchange Act, as the case may be, and the Prospectus, and Prospectus or any supplement thereto, have thereto pursuant to Rule 424(b) under the Securities Act has been filed made in the manner and within the time period required by Rule 424(b).; (fxiv) Prior to and at the Time of Purchase, and, if applicable, each Additional Time of Purchase, (i) no stop order with respect to the effectiveness as of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) effective date of the Act; (ii) the Registration Statement and all amendments thereto shall 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; (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; (iv) the Disclosure Package, and any amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written Communications, if any, shall include an 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 are made, not misleading. (g) The Company will, at the Time of Purchase, and, if applicable, each Additional Time of Purchase, deliver to the Representatives a certificate of its Chief Executive Officer and its Chief Financial Officer, dated the Time of Purchase or such Additional Time of Purchase, as the case may be, in the form attached as Exhibit B hereto. (h) The Company shall have furnished to the Representatives such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus or the Registration Statement and, as of its issue date, the Prospectus (except as to the financial statements, notes and related schedules and other related financial and accounting data contained therein, as to which such counsel need express no opinion) complied as to form in all material respects with the requirements of the Time Of Purchase and, if applicable, each Additional Time Of Purchase, as Securities Act and the Representatives may reasonably request.Securities Act Regulations (including Form S-11); (ixv) The Company shall have furnished the following statements in the Prospectus, insofar as such statements constitute a summary of the legal matters, proceedings or documents referred to therein, constitute accurate summaries thereof in all material respects: (1) the fourth sentence of "Risk Factors--Risks Related to Our Business and Properties - We depend on the U.S. government for a significant portion of our revenues. Any failure by the U.S. government to perform its obligations or renew its leases upon expiration may harm our cash flow and ability to pay dividends," (2) the third sentence of "Risk Factors--Risks Related to Our Business and Properties - Restrictive financial covenants in our loan documents may restrict our operating or acquisition activities, which may harm our financial condition and operating results, (3) the fourth and sixth sentences of "Risk Factors--Risks Related to the Representatives at the Time Of Purchase executed copies Real Estate Industry - Mortgage debt obligations expose us to increased risk of the Trust Agreementproperty losses, the Warrant Agreementwhich could harm our financial condition, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, cash flow and the Insider Letter. (j) The Units, the Common Stock ability to satisfy our other debt obligations and the Public Warrants shall have been approved for listing on Nasdaq, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase or each Additional Time Of Purchase, as the case may be. (k) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.pay dividends,"

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof, at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, the performance by the Company of its obligations obligations, in all material respects, hereunder and to the following additional conditions precedent: (a) The Representatives Company shall have received furnish to you at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an opinion of Ellenoff Gxxxxxxx & Schole Xxxx Xxxxxxxx LLP, counsel to for the Company, addressed to the Underwriters, and dated the Time Of Purchase time of purchase or the Additional Time Of Purchaseadditional time of purchase, as the case may be, with executed copies for each Underwriter, and in form and substance satisfactory to the RepresentativesManaging Underwriters, in the form set forth in Exhibit B hereto. (b) The Representatives Company shall furnish to you at the time of purchase and, if applicable, at the additional time of purchase, an opinion of Xxxxxx LLP, special counsel for the Company with respect to patents and proprietary rights, addressed to the Underwriters, and dated the time of purchase or the additional time of purchase, as the case may be, with executed copies for each Underwriter, and in form and substance satisfactory to the Managing Underwriters, in the form set forth in Exhibit C hereto. (c) You shall have received from Mxxxxx Deloitte & Touche LLP letters dated, respectively, the date of this Agreement, the Time Of Purchase date of the Prospectus, the time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, each and addressed to the Underwriters (with executed copies for each Underwriter) in form and substance the forms satisfactory to the RepresentativesManaging Underwriters, which letters of shall cover, without limitation, the type ordinarily included various financial disclosures contained in accountants’ “comfort letters” to underwriters, with respect to the financial statements and certain financial information contained or incorporated by reference in the in the Registration Statement, the Disclosure Package and the Prospectus. (cd) The Representatives You shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an the favorable opinion of Gxxxxxxxx Txxxxxx Xxxxxxxxx & Xxxxxxx LLP, counsel to for the Underwriters, dated the Time Of Purchase time of purchase or such Additional Time Of Purchasethe additional time of purchase, as the case may be, in form and substance reasonably satisfactory to the RepresentativesManaging Underwriters. (de) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which either Representative you shall have objected in writing. (ef) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement registration statement required to be filed, prior to the sale of the UnitsShares, under the Act pursuant to Rule 462(b) shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be, and the Prospectus, and any supplement thereto, . The Prospectus shall have been filed in with the manner and within the time period required by Commission pursuant to Rule 424(b) under the Act at or before 5:30 P.M., New York City time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Act). (fg) Prior to and at the Time time of Purchasepurchase, and, if applicable, each Additional Time the additional time of Purchasepurchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall 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; (iii) neither none of the latest Preliminary Prospectus nor Pre-Pricing Prospectuses or the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; (iv) the no Disclosure Package, and any no amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written CommunicationsFree Writing Prospectuses, if any, shall include an untrue statement of a material fact or or, together with the Disclosure Package including the then most recent Pre-Pricing Prospectus, omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. (gh) The Company will, at the Time time of Purchase, purchase and, if applicable, each Additional Time at the additional time of Purchasepurchase, deliver to the Representatives you a certificate of its Chief Executive Officer and its Chief Financial Officer, dated the Time time of Purchase purchase or such Additional Time the additional time of Purchasepurchase, as the case may be, in the form attached as Exhibit B D hereto. (hi) You shall have received each of the signed Lock-Up Agreements referred to in Section 3(v) hereof. (j) The Company shall have furnished to the Representatives you such other documents and certificates as to the accuracy and completeness in all material respects of any statement in the Registration Statement, any Preliminary Pre-Pricing Prospectus, the Prospectus or the any Permitted Free Writing Prospectus as of the Time Of Purchase time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, as the Representatives you may reasonably request. (ik) The Company shall have furnished to filed a listing of additional shares notification with the Representatives at NASDAQ in connection with the Time Of Purchase executed copies sale and issuance of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services AgreementShares, and shall have received no objections thereto from the Insider LetterNASDAQ. (j) The Units, the Common Stock and the Public Warrants shall have been approved for listing on Nasdaq, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase or each Additional Time Of Purchase, as the case may be. (kl) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof, at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Representatives Company shall have received furnish to you at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an opinion of Ellenoff Gxxxxxxx & Schole Xxxxxxxx Xxxxxxx LLP, counsel to for the Company, addressed to the Underwriters, and dated the Time Of Purchase time of purchase or the Additional Time Of Purchaseadditional time of purchase, as the case may be, with executed copies for each Underwriter, and in form and substance satisfactory to the Representatives, in the form set forth in Exhibit B hereto. (b) The Representatives You shall have received from Mxxxxx Ernst & Young LLP letters dated, respectively, the date of this Agreement, the Time Of Purchase date of the Prospectus Supplement, the time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, each and addressed to the Underwriters (with executed copies for each of the Underwriters) in form and substance the forms satisfactory to the Representatives, which letters of shall cover, without limitation, the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the various financial statements and certain financial information disclosures contained or incorporated by reference in the in the Registration Statement, the Disclosure Package Pre-Pricing Prospectuses, the Prospectus and the ProspectusPermitted Free-Writing Prospectuses, if any. (c) The Representatives You shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an the favorable opinion of Gxxxxxxxx Txxxxxx LLPXxxxx Xxxx & Xxxxxxxx, counsel to for the Underwriters, dated the Time Of Purchase time of purchase or such Additional Time Of Purchasethe additional time of purchase, as the case may be, in form and substance reasonably satisfactory to the Representatives. (d) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which either Representative you shall have objected in writing. (e) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement registration statement required to be filed, prior to the sale of the UnitsNotes, under the Act pursuant to Rule 462(b) shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be, and the Prospectus, and any supplement thereto, . The Prospectus Supplement shall have been filed in with the manner and within the time period required by Commission pursuant to Rule 424(b) under the Act at or before 5:30 P.M., New York City time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Act). (f) Prior to and at the Time time of Purchasepurchase, and, if applicable, each Additional Time the additional time of Purchasepurchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall 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; (iii) neither none of the latest Preliminary Prospectus nor Pre-Pricing Prospectuses or the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; (iv) the no Disclosure Package, and any no amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written CommunicationsFree Writing Prospectuses, if any, shall include an 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 are made, not misleading. (g) The Company will, at the Time time of Purchase, purchase and, if applicable, each Additional Time at the additional time of Purchasepurchase, deliver to the Representatives you a certificate of its Chief Executive Officer and its Chief Financial Officer, dated the Time time of Purchase purchase or such Additional Time the additional time of Purchasepurchase, as the case may be, in the form attached as Exhibit B C hereto. (h) You shall have received copies, duly executed by the Company and the Trustee, of the Indenture. (i) You shall have received each of the signed Lock-Up Agreements referred to in Section 3(v) hereof, and each such Lock-Up Agreement shall be in full force and effect at the time of purchase and the additional time of purchase, as the case may be. (j) The Company shall have furnished to the Representatives you such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Pre-Pricing Prospectus, the Prospectus or the any Permitted Free Writing Prospectus as of the Time Of Purchase time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, as the Representatives you may reasonably request. (ik) The Company Notes shall have furnished be included in the book-entry settlement system of the DTC, subject only to notice of issuance at or prior to the Representatives at the Time Of Purchase executed copies time of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, and the Insider Letterpurchase. (jl) The Units, the Common Stock and the Public Warrants Shares shall have been approved for listing on Nasdaqthe NASDAQ, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase or each Additional Time Of Purchase, as the case may beissuance. (km) FINRA There shall exist no event or condition which would constitute a default or an event of default under the Notes or the Indenture. (n) The NASD shall not have raised any objection with respect to the fairness or reasonableness of the underwriting, or other arrangements of the transactions, contemplated hereby. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company Capitala Entities on the date hereof, at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, the performance by the Company Capitala Entities of its their obligations hereunder and to the following additional conditions precedent: (a) The Representatives Company shall have received furnish to you at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an opinion the opinions of Ellenoff Gxxxxxxx Sxxxxxxxxx Xxxxxx & Schole Bxxxxxx LLP, counsel to for the Company, addressed to the Underwriters, and dated the Time Of Purchase time of purchase or the Additional Time Of Purchaseadditional time of purchase, as the case may be, with executed copies for each Underwriter, and in form and substance satisfactory to you, in the Representativesforms set forth in Exhibit A hereto. (b) The Representatives Company shall furnish to you at the time of purchase and, if applicable, at the additional time of purchase, an opinion of Rxxxxxxx, Bxxxxxxx & Hxxxxx, P.A. counsel for the Company, addressed to the Underwriters, and dated the time of purchase or the additional time of purchase, as the case may be, with executed copies for each Underwriter, and in form and substance satisfactory to you, in the form set forth in Exhibit C hereto. (i) You shall have received from Mxxxxx Ernst & Young LLP letters dated, respectively, the date of this Agreement, the Time Of Purchase time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, each and addressed to the Underwriters (with executed copies for each Underwriter) in form and substance the forms satisfactory to the Representativesyou, which letters of the type ordinarily included in accountants’ “comfort letters” to underwritersshall cover, with respect without limitation, various financial disclosures relating to the financial statements and certain financial information Company contained or incorporated by reference in the in the Registration Statement, the Disclosure Package and the Prospectus. (cii) The Representatives You shall have received from Dxxxx Xxxxxx Xxxxxxx LLP letters dated, respectively, the date of this Agreement, the time of purchase and, if applicable, the additional time of purchase, and addressed to the Underwriters (with executed copies for each Underwriter) in the forms satisfactory to you, which letters shall cover, without limitation, various financial disclosures relating to the Company contained in the Registration Statement, the Disclosure Package and the Prospectus. (d) You shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an the favorable opinion of Gxxxxxxxx Txxxxxx Mxxxxxxx & Fxxxxxxx LLP, counsel to for the Underwriters, dated the Time Of Purchase time of purchase or such Additional Time Of Purchasethe additional time of purchase, as the case may be, in form and substance reasonably satisfactory to the Representativesyou. (de) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which either Representative you shall have objected in writing. (ef) The Registration StatementStatement shall remain effective under the Act, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement registration statement required to be filed, prior to the sale of the UnitsShares, under the Act pursuant to Rule 462(b) shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be, and the Prospectus, and any supplement thereto, . The Prospectus shall have been filed in with the manner and within Commission pursuant to Rule 497(h) under the Act at or before 5:30 P.M., New York City time, on the second full business day after the date of this Agreement (or such earlier time period as may be required by Rule 424(bunder the Act). (fg) Prior to and at the Time time of Purchasepurchase, and, if applicable, each Additional Time the additional time of Purchasepurchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall 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; (iii) neither the latest Preliminary Pricing Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; and (iv) the no Disclosure Package, and any no amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written Communications, if any, shall include an 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 are made, not misleading;. (gh) The Company Each of the Capitala Entities will, at the Time time of Purchase, purchase and, if applicable, each Additional Time at the additional time of Purchasepurchase, deliver to the Representatives you (i) a certificate of its Chief Executive Officer and its Chief Financial Officer, dated the Time time of Purchase purchase or such Additional Time the additional time of Purchasepurchase, as the case may be, in the form attached as Exhibit B D hereto, and (ii) a certificate of its Chief Financial Officer dated the time of purchase or the additional time of purchase, as the case may be, with respect to certain financial information in the Registration Statement, in form and substance reasonably acceptable to the Underwriters. (hi) You shall have received each of the signed Lock-Up Agreements referred to in Section 3(u) hereof, and each such Lock-Up Agreement shall be in full force and effect at the time of purchase and the additional time of purchase, as the case may be. (j) The Company shall have furnished to the Representatives you such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus or the Prospectus as of the Time Of Purchase time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, as the Representatives you may reasonably request. (ik) The Company shall have furnished to the Representatives at the Time Of Purchase executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, and the Insider Letter. (j) The Units, the Common Stock and the Public Warrants Shares shall have been approved for listing quotation on NasdaqNASDAQ, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase time of purchase or each Additional Time Of Purchasethe additional time of purchase, as the case may be. (kl) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder to purchase Notes at the Closing Time are subject to the accuracy of the representations and warranties on the part of the Company Company, the Operating Partnership and the Manager hereunder on the date hereof, hereof and at the Time Of Purchase and, if applicable, at each Additional Time Of PurchaseClosing Time, the performance by the Company Company, the Operating Partnership and the Manager of its their respective obligations hereunder hereunder, and to the satisfaction of the following additional further conditions precedentat the Closing Time: (a) The Representatives Company shall furnish or cause to be furnished to the Underwriters at the Closing Time the opinion and negative assurance letter of Mxxxxxxx & Fxxxxxxx LLP, counsel for the Company, the Operating Partnership and the Manager, addressed to the Underwriters and dated the Closing Time substantially in the form of Exhibit B-1 hereto. In addition, the Company shall furnish or caused to be furnished to the Underwriters at the Closing Time the opinion of Mxxxxxxx & Fxxxxxxx LLP, tax counsel for the Company regarding certain U.S. federal income tax matters, addressed to the Underwriters and dated the Closing Time and on each substantially in the form of Exhibit B-2 hereto. (b) The Underwriters shall have received at the Time Of Purchase andClosing Time, if applicable, at each Additional Time Of Purchase, an a favorable opinion of Ellenoff Gxxxxxxx & Schole and negative assurance letter from Cxxxxxxx Chance US LLP, counsel to the Company, addressed to for the Underwriters, dated the Closing Time Of Purchase or in form and substance satisfactory to the Additional Time Of PurchaseUnderwriters. (c) The Underwriters shall have received from Mxxx Axxxx LLP a “comfort” letter dated, respectively, as of the case may bedate hereof and the Closing Time, with executed copies for each Underwriteraddressed to the Representatives, in form and substance satisfactory to the Representatives. (b) The Representatives Underwriters. In the event that the letters referred to above set forth any changes in indebtedness, decreases in total assets or retained earnings or increases in borrowings, it shall have received from Mxxxxx LLP letters dated, respectively, the date of this Agreement, the Time Of Purchase and, if applicable, each Additional Time Of Purchase, each addressed be a further condition to the obligations of the Underwriters that (A) such letters shall be accompanied by a written explanation of the Company as to the significance thereof, unless the Representatives deems such explanation unnecessary, and (B) such changes, decreases or increases do not, in form and substance satisfactory to the sole judgment of the Representatives, which letters make it impractical or inadvisable to proceed with the purchase and delivery of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial statements and certain financial information contained or incorporated Notes as contemplated by reference in the in the Registration Statement, the Disclosure Package and the Prospectus. (c) The Representatives shall have received at the Time Of Purchase and, if applicable, at each Additional Time Of Purchase, an opinion of Gxxxxxxxx Txxxxxx LLP, counsel to the Underwriters, dated the Time Of Purchase or such Additional Time Of Purchase, as the case may be, in form and substance reasonably satisfactory to the Representatives. (d) No Prospectus or amendment or supplement to the Registration Statement or Statement, the Prospectus or any document in the Disclosure Package shall have been filed to which either Representative the Underwriters shall have objected in writing. (e) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement required to be filed, prior Prior to the sale of the Units, shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be, and the Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b). (f) Prior to and at the Closing Time of Purchase, and, if applicable, each Additional Time of Purchase, (i) no stop order with respect to suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Prospectus or any document in the Disclosure Package shall have been issued under issued, and no proceedings for such purpose shall have been initiated or threatened, by the Act or proceedings initiated under Section 8(d) or 8(e) Commission, and no suspension of the Actqualification of the Securities for offering or sale in any jurisdiction, or the initiation or threatening of any proceedings for any of such purposes, has occurred; (ii) all requests for additional information on the part of the Commission shall have been complied with to the reasonable satisfaction of the Representatives; (iii) the Registration Statement and all amendments thereto shall 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; and (iiiiv) neither the latest Preliminary Registration Statement, Prospectus nor and the Prospectus, and no amendment or supplement thereto, Disclosure Package shall include not contain an 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 are were made, not misleading. (f) All filings with the Commission required by Rule 424 under the Securities Act to have been filed by the Closing Time shall have been made within the applicable time period prescribed for such filing by such Rule. (g) Between the time of execution of this Agreement and the Closing Time there shall not have been any Material Adverse Change or Manager Material Adverse Change or any prospective Material Adverse Change or Manager Material Adverse Change, and (ii) no transaction which is material and unfavorable to the Company shall have been entered into by the Company or any of the Subsidiaries, in each case, which in the Representatives’ sole judgment, makes it impracticable or inadvisable to proceed with the public offering of the Securities as contemplated by the Registration Statement. (h) The Notes and the Conversion Shares shall have been approved for listing on the NYSE. (i) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. (j) The Representatives shall have received lock-up agreements, signed by the persons listed on Schedule VI hereto, in the form of Exhibit A attached hereto, and such letter agreements shall be in full force and effect. (k) The Company and the Operating Partnership will, at the Closing Time, deliver to the Underwriters a certificate of their Chief Executive Officer and Chief Financial Officer, to the effect that: (i) the representations and warranties of the Company and the Operating Partnership in this Agreement are true and correct, as if made on and as of the Closing, as applicable, 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 the Closing Time; (ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto and no proceedings for that purpose have been instituted or are pending or threatened under the Securities Act; (iii) the signers of such certificate have carefully examined the Registration Statement, the Prospectus, the Disclosure Package, any amendment or supplement thereto, and this Agreement, and that when the Registration Statement became effective and at all times subsequent thereto up to the Closing Time, the Registration Statement and the Prospectus and the Preliminary Prospectus, and any amendments or supplements thereto, contained all material information required to be included therein by the Securities Act or the Exchange Act and the applicable rules and regulations of the Commission thereunder, as the case may be, and in all material respects conformed to the requirements of the Securities Act or the Exchange Act and the applicable rules and regulations of the Commission thereunder, as the case may be; (iv) the Registration Statement and any amendments thereto, did not and, as of the Closing Time, does 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 and the Registration Statement, the Prospectus and the Disclosure Package, and any amendment amendments or supplement supplements thereto, shall did not and as of the Closing Time, do 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, in the light of the circumstances under which they are were made, not misleading; and (v) none and, since the effective date of the Permitted Exempt Written CommunicationsRegistration Statement, if anythere has occurred no event required to be set forth in an amendment or supplement to the Registration Statement, shall include an untrue statement the Prospectus or the Disclosure Package which has not been so set forth; and (iv) subsequent to the respective dates as of a material fact or omit to state a material fact necessary in order to make the statements therein, which information is given in the light Registration Statement, the Prospectus and the Disclosure Package, there has not been (a) any Material Adverse Change, (b) any transaction that is material to the Company and the Subsidiaries considered as one enterprise, except transactions entered into in the ordinary course of business, (c) any obligation, direct or contingent, that is material to the Company and the Subsidiaries considered as one enterprise, incurred by the Company, the Operating Partnership or the Subsidiaries, except obligations incurred in the ordinary course of business, (d) any change in the capital stock or outstanding indebtedness of the circumstances under Company or any Subsidiary that is material to the Company and the Subsidiaries considered as one enterprise, (e) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company or of any Subsidiary, or (f) any loss or damage (whether or not insured) to the property of the Company or any Subsidiary which they are made, not misleadinghas been sustained or will have been sustained which has a Material Adverse Effect. (gl) The Company willAt the Closing Time, at the Time of Purchase, and, if applicable, each Additional Time of Purchase, deliver to the Representatives Underwriters shall have received a certificate of its the Chief Executive Officer of the Manager and the Chief Financial Officer of the Manager, dated as of the Closing Time, to the effect that (i) since the date hereof, since the Initial Sale Time or since the respective dates as of which information is given in the Registration Statement, the Prospectus or the Disclosure Package, there has been no Manager Material Adverse Change in the condition, financial or otherwise, or in the earnings, business affairs, properties, assets or business prospects of the Manager and its Chief Financial Officersubsidiaries considered as one enterprise, dated the Time of Purchase whether or such Additional Time of Purchase, as the case may be, not arising in the form attached ordinary course of business, (ii) the representations and warranties in Section 4 hereof are true and correct with the same force and effect as Exhibit B heretothough expressly made at and as of the Closing Time and (iii) the Manager has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time. (hm) The Company Company, the Operating Partnership and the Manager shall have furnished to the Representatives Underwriters such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus or the Prospectus and the Disclosure Package, the representations, warranties and statements of the Company and Manager contained herein, and the performance by the Company, the Operating Partnership and Manager of their covenants contained herein, and the fulfillment of any conditions contained herein, as of the Time Of Purchase and, if applicable, each Additional Time Of PurchaseClosing Time, as the Representatives Underwriters may reasonably request. (i) The Company shall have furnished to the Representatives at the Time Of Purchase executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, and the Insider Letter. (j) The Units, the Common Stock and the Public Warrants shall have been approved for listing on Nasdaq, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase or each Additional Time Of Purchase, as the case may be. (k) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters Underwriter hereunder are subject to the accuracy of the respective representations and warranties on the part of each of the Company Transaction Entities on the date hereof, at the Time Of Purchase and, if applicable, at each Additional Time Of Purchasetime of purchase, the performance by the Company Transaction Entities of its each of their respective obligations hereunder and to the following additional conditions precedent: (a) The Representatives Company shall have received furnish to you at the Time Of Purchase andtime of purchase, if applicable, at each Additional Time Of Purchase, (i) an opinion of Ellenoff Gxxxxxxx Xxxxxx & Schole Xxxxxxx LLP, counsel to for the Company, addressed to the UnderwritersUnderwriter, and dated the Time Of Purchase or the Additional Time Of Purchase, as the case may be, with executed copies for each Underwriter, time of purchase and in form and substance satisfactory to UBS, in the Representativesform set forth in Exhibit B-1 hereto; and (ii) a tax opinion of Xxxxxx & Xxxxxxx LLP, tax counsel for the company, addressed to the Underwriter, and dated the time of purchase, with executed copies for the Underwriter, and in form and substance satisfactory to UBS, in the form set forth in Exhibit B-2 hereto. (b) The Representatives Company shall furnish to you at the time of purchase an opinion of Xxxxxxx LLP, special Maryland counsel for the Company, addressed to the Underwriter, and dated the time of purchase, and in form and substance satisfactory to UBS, in the form set forth in Exhibit C hereto. (c) You shall have received from Mxxxxx KPMG LLP letters dated, respectively, the date of this Agreement, the Time Of Purchase andtime of purchase, if applicable, each Additional Time Of Purchase, each and addressed to the Underwriters Underwriter in form and substance the forms satisfactory to the RepresentativesUBS, which letters of shall cover, without limitation, the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the various financial statements and certain financial information disclosures contained or incorporated by reference in the in the Registration Statement, the Disclosure Package Basic Prospectus, the Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any. (cd) The Representatives You shall have received at the Time Of Purchase and, if applicable, at each Additional Time Of Purchase, an time of purchase the favorable opinion of Gxxxxxxxx Txxxxxx LLPDLA Piper LLP (US), counsel to for the UnderwritersUnderwriter, dated the Time Of Purchase or such Additional Time Of Purchase, as the case may betime of purchase, in form and substance reasonably satisfactory to the RepresentativesUBS. (de) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which either Representative you shall have objected in writing. (ef) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement registration statement required to be filed, prior to the sale of the UnitsShares, under the Act pursuant to Rule 462(b) shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be, and the Prospectus, and any supplement thereto, . The Prospectus Supplement shall have been filed in with the manner and within the time period required by Commission pursuant to Rule 424(b) under the Act at or before 5:30 P.M., New York City time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Act). (fg) Prior to and at the Time time of Purchase, and, if applicable, each Additional Time of Purchasepurchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall 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; (iii) neither none of the latest Preliminary Basic Prospectus nor or the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; (iv) the no Disclosure Package, and any no amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Exempt Written CommunicationsFree Writing Prospectuses, if any, shall include an 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 are made, not misleading. (gh) The Company Each Transaction Entity will, at the Time time of Purchase, and, if applicable, each Additional Time of Purchasepurchase, deliver to the Representatives you a certificate of its or its general partner’s Chief Executive Officer and its Chief Financial Officer, dated the Time time of Purchase or such Additional Time of Purchase, as the case may bepurchase, in the form attached as Exhibit B D hereto. (hi) You shall have received each of the signed Lock-Up Agreements referred to in Section 3(o) hereof, and each such Lock-Up Agreement shall be in full force and effect at the time of purchase. (j) The Company shall have furnished to the Representatives you such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary the Basic Prospectus, the Prospectus or the any Permitted Free Writing Prospectus as of the Time Of Purchase and, if applicable, each Additional Time Of Purchasetime of purchase, as the Representatives you may reasonably request. (ik) The Company shall have furnished to the Representatives at the Time Of Purchase executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, and the Insider Letter. (j) The Units, the Common Stock and the Public Warrants Shares shall have been approved for listing on Nasdaqthe NYSE, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase or each Additional Time Of Purchase, as the case may betime of purchase. (kl) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof, at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Representatives Company shall have received furnish to you at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an opinion and negative assurance letter of Ellenoff Gxxxxxxx & Schole Xxxxxxxx Chance US LLP, counsel to for the Company, addressed to the Underwriters, and dated the Time Of Purchase time of purchase or the Additional Time Of Purchaseadditional time of purchase, as the case may be, with executed copies for each Underwriter, in form and substance satisfactory to the Representativesforms set forth in Exhibit B hereto. (b) The Representatives Company shall furnish to you at the time of purchase and, if applicable, at the additional time of purchase, opinions of Marks & Clerk LLP and Xxxxxxxx & Xxxxxxxx LLP, each special counsel for the Company with respect to patents and/or proprietary rights, addressed to the Underwriters, and dated the time of purchase or the additional time of purchase, as the case may be, with executed copies for each Underwriter, in the form set forth in Exhibit C hereto. (c) The Company shall furnish to you at the time of purchase and, if applicable, at the additional time of purchase, an opinion of Xxxxx, Xxxxxx & XxXxxxxx, P.C., special counsel for the Company with respect to regulatory matters, addressed to the Underwriters, and dated the time of purchase or the additional time of purchase, as the case may be, with executed copies for each Underwriter, in the form set forth in Exhibit D hereto. (d) The Company shall furnish to you at the time of purchase and, if applicable, at the additional time of purchase, an opinion of Xxxxx Xxxxx, special counsel for the Company with respect to the laws of Jersey, addressed to the Underwriters, and dated the time of purchase or the additional time of purchase, as the case may be, with executed copies for each Underwriter, in the form set forth in Exhibit E hereto. (e) The Company shall furnish to you at the time of purchase and, if applicable, at the additional time of purchase, an opinion of DWF Xxxxxxx Xxxxxxx, special counsel for the Company with respect to matters of the laws of Scotland, addressed to the Underwriters, and dated the time of purchase or the additional time of purchase, as the case may be, with executed copies for each Underwriter, in the form set forth in Exhibit F hereto. (f) The Company shall furnish to you at the time of purchase and, if applicable, at the additional time of purchase, an opinion of Lexartis Avocats, special counsel for the Company with respect to matters of the laws of Scotland, addressed to the Underwriters, and dated the time of purchase or the additional time of purchase, as the case may be, with executed copies for each Underwriter, in the form set forth in Exhibit G hereto. (g) You shall have received from Mxxxxx Ernst & Young LLP letters dated, respectively, the date of this Agreement, the Time Of Purchase time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, each and addressed to the Underwriters (with executed copies for each Underwriter) in form and substance the forms reasonably satisfactory to the RepresentativesUBS, which letters of shall cover, without limitation, the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the various financial statements and certain financial information disclosures contained or incorporated by reference in the in the Registration Statement, the Disclosure Package and the Prospectus. (ch) The Representatives You shall have received at the Time Of Purchase time of purchase and, if applicable, at each Additional Time Of Purchasethe additional time of purchase, an the favorable opinion of Gxxxxxxxx Txxxxxx Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to for the Underwriters, dated the Time Of Purchase time of purchase or such Additional Time Of Purchasethe additional time of purchase, as the case may be, in form and substance reasonably satisfactory to the RepresentativesUBS. (di) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which either Representative you shall have objected in writing. (ej) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement registration statement required to be filed, prior to the sale of the UnitsShares, under the Act pursuant to Rule 462(b) shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be. If Rule 430A under the Act is used, and the Prospectus, and any supplement thereto, Prospectus shall have been filed in with the manner and within the time period required by Commission pursuant to Rule 424(b) under the Act at or before 5:30 P.M., New York City time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Act). (fk) The consent of the Jersey Financial Services Commission to circulation of the Prospectus pursuant to the Jersey Companies (General Provisions) (Jersey) Order 2002 shall have been obtained and shall be subsisting, and the consent of the Jersey Financial Services Commission to the issue or transfer (as applicable) of the Shares pursuant to the Jersey Control Of Borrowing (Jersey) Order 1958 shall have been obtained and shall be subsisting. (l) Prior to and at the Time time of Purchasepurchase, and, if applicable, each Additional Time the additional time of Purchasepurchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall 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; (iii) neither the latest Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an 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 are made, not misleading; (iv) the no Disclosure Package, and any no amendment or supplement thereto, shall not include an 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 are made, not misleading; and (v) none of the Permitted Free Writing Prospectuses, if any, and none of the Permitted Exempt Written Communications, if any, shall include an 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 are made, not misleading. (gm) The Company will, at the Time time of Purchase, purchase and, if applicable, each Additional Time at the additional time of Purchasepurchase, deliver to the Representatives you a certificate of its Chief Executive Officer and its Chief Financial Officer, dated the Time time of Purchase purchase or such Additional Time the additional time of Purchasepurchase, as the case may be, in the form attached as Exhibit B H hereto. (hn) The Company will, at the time of purchase and, if applicable, at the additional time of purchase, deliver to you a certificate of its Chief Financial Officer, dated the time of purchase or the additional time of purchase, as the case may be, in form and substance reasonably satisfactory to the Underwriters. (o) You shall have received each of the signed Lock-Up Agreements referred to in Section 3(bb) hereof, and each such Lock-Up Agreement shall be in full force and effect at the time of purchase and the additional time of purchase, as the case may be. (p) The Company shall have furnished to the Representatives you such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus or the Disclosure Package and the Prospectus as of the Time Of Purchase time of purchase and, if applicable, each Additional Time Of Purchasethe additional time of purchase, as the Representatives you may reasonably request. (iq) The Company shall have furnished to the Representatives at the Time Of Purchase executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, and the Insider Letter. (j) The Units, the Common Stock and the Public Warrants Shares shall have been approved for listing on Nasdaqthe NASDAQ, subject only to notice of issuance and evidence of satisfactory distribution at or prior to the Time Of Purchase time of purchase or each Additional Time Of Purchasethe additional time of purchase, as the case may be. (kr) 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. (l) At least one business day prior to the Time Of Purchase, the Sponsor shall have caused a portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder to purchase Shares at the Closing Time or on each Option Closing Time, as applicable, are subject to the accuracy of the representations and warranties on the part of the Company hereunder on the date hereof, hereof and at the Closing Time Of Purchase andand on each Option Closing Time, if as applicable, at each Additional Time Of Purchase, the performance by the Company of its obligations hereunder and to the satisfaction of the following additional further conditions precedentat the Closing Time or at each Option Closing Time, as applicable: (a) The Representatives Company shall have received furnish to the Underwriters at the Closing Time Of Purchase and, and at each Option Closing Time (if applicable, at each Additional Time Of Purchase, ) an opinion of Ellenoff Gxxxxxxx Xxxxxx & Schole Xxxxxx LLP, counsel to for the Company, addressed to the Underwriters, Underwriters and dated the Closing Time Of Purchase or the Additional Time Of Purchaseapplicable Option Closing Time, as the case may be, with executed copies for each Underwriter, and in form and substance satisfactory to the Representatives. (b) The On the date of this Agreement and at the Closing Time and at each Option Closing Time (if applicable), the Representatives shall have received from Mxxxxx LLP Xxxxx Xxxxxx & Co., LLC letters dated, respectively, the date of this Agreement, the Time Of Purchase and, if applicable, each Additional Time Of Purchase, each addressed to the Underwriters Representatives and dated the respective dates of delivery thereof and in form and substance satisfactory to the Representatives, which letters containing statements and information of the type ordinarily included in accountants’ customarily covered by an accountant’s “comfort letters” to underwriters, with respect to the financial statements and certain financial information contained or incorporated by reference in the in the Registration Statement, the Disclosure Package and the Prospectus. (c) The Representatives shall have received at the Closing Time Of Purchase and, and at each Option Closing Time (if applicable, at each Additional Time Of Purchase, ) an opinion of Gxxxxxxxx Txxxxxx Xxxxxx Xxxxxxx Xxxxx & Xxxxxxxxxxx LLP, counsel to the Underwriters, addressed to the Representatives and dated the Closing Time Of Purchase or such Additional Time Of Purchasethe applicable Option Closing Time, as the case may be, and in form and substance reasonably satisfactory to the Representatives. (d) The Registration Statement shall have become effective not later than 5:30 p.m., New York City time, on the date of this Agreement, or such later time and date as the Representatives shall approve. If Rule 430A under the Securities Act is used, the Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act at or before 5:30 p.m., New York City time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Securities Act). (e) Any Rule 462(b) Registration Statement required to be filed prior to the sale of the Shares under the Securities Act shall have been filed on the date hereof and shall have become automatically effective upon such filing. (f) No Prospectus or amendment or supplement to the Registration Statement or Statement, the Prospectus or any document in the Disclosure Package shall have been filed to which either Representative the Underwriters shall have objected in writing. (e) The Registration Statement, the Exchange Act Registration Statement and any Rule 462(b) Registration Statement required to be filed, prior to the sale of the Units, shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be, and the Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b). (fg) Prior to the Closing Time and at the Time of Purchase, and, if applicable, each Additional Time of PurchaseOption Closing Time, (i) no stop order with respect to suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Prospectus or any document in the Disclosure Package shall have been issued under issued, and no proceedings for such purpose shall have been initiated or, to the Act or proceedings initiated under Section 8(d) or 8(e) Company’s knowledge, threatened by the Commission, and no suspension of the Actqualification of the Shares for offering or sale in any jurisdiction, or the initiation or, to the Company’s knowledge, threatening of any proceedings for any of such purposes, has occurred; (ii) all requests for additional information on the part of the Commission shall have been complied with; (iii) the Registration Statement and all amendments thereto shall 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; (iiiiv) neither the latest Preliminary Prospectus nor and the Prospectus, and no amendment or supplement thereto, Disclosure Package shall include not contain an 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 are made, not misleading; (iv) the Disclosure Package, and any amendment or supplement thereto, shall not include an 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 are were made, not misleading; and (v) none the Company shall not have become the subject of a proceeding under Section 8A of the Permitted Exempt Written Communications, if any, shall include an untrue statement of a material fact or omit to state a material fact necessary Securities Act in order to make connection with the statements therein, in the light offering of the circumstances under which they are made, not misleadingShares. (gh) All filings with the Commission required by Rule 424 under the Securities Act (including the information required by Rule 430A under the Securities Act) to have been filed by the Closing Time shall have been made in the manner and within the applicable time period prescribed for such filing by such Rule. (i) Between the time of execution of this Agreement and the Closing Time or the relevant Option Closing Time, (i) there shall not have been any Material Adverse Change, and (ii) no transaction which is material and unfavorable to the Company shall have been entered into by the Company or any of the Subsidiaries, in each case, which is not described in the Registration Statement and the Disclosure Package, and which in the Representatives’ reasonable judgment, makes it impracticable or inadvisable to proceed with the public offering of the Shares as contemplated by the Registration Statement. (j) The Shares shall have been approved for listing on Nasdaq, subject to official notice of issuance. (k) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms or other arrangements of the transactions contemplated hereby. (l) On or prior to the date hereof, the Representatives shall have received Lock-up Agreements from the Lock-Up Persons, and such letter agreements shall be in full force and effect. (m) The Company willshall furnish to the Underwriters, at the Closing Time of Purchase, and, and at each Option Closing Time (if applicable), each Additional Time of Purchase, deliver to the Representatives a certificate of its Chief Executive Officer or President and its Chief Financial Officer, dated the Closing Time or the applicable Option Closing Time, to the effect that: (i) the representations and warranties of Purchase the Company in this Agreement are true and correct, with the same force and effect as if made on and as of 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 Additional Time date under this Agreement; (ii) no stop order suspending the effectiveness of Purchasethe Registration Statement or any post-effective amendment thereto has been issued and no proceedings for that purpose have been instituted or are pending under the Securities Act; and (iii) for the period from and including the date of this Agreement through and including such date, as the case may be, in the form attached as Exhibit B heretothere has not occurred any Material Adverse Change. (hn) The Company shall furnish to the Underwriters, as of the date hereof, at the Closing Time and at each Option Closing Time (if applicable), a certificate of its Chief Financial Officer, dated the Closing Time or the applicable Option Closing Time, with respect to certain financial data contained in the Disclosure Package and the Prospectus, providing “management comfort” with respect to such information, in form and substance satisfactory to the Representatives. (o) The Company shall have furnished to the Representatives Underwriters and counsel for the Underwriters such other documents information, documents, opinions and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus or the Prospectus and the Disclosure Package, the representations, warranties and statements of the Company contained herein, and the performance by the Company of its covenants contained herein, and the fulfillment of any conditions contained herein, as of the Closing Time Of Purchase and, if applicable, each Additional Time Of Purchaseor any Option Closing Time, as the Representatives Underwriters or their counsel may reasonably request. (ip) The Company shall have furnished Prior to the Representatives at the Time Of Purchase executed copies of the Trust AgreementClosing Time, the Warrant AgreementPreferred Stock Conversion, including the Subscription Agreementrelated amendments to the Company’s organizational documents, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Administrative Services Agreement, and the Insider Letter. (j) The Units, the Common Stock and the Public Warrants shall have been approved for listing on Nasdaqduly completed and effective, subject only to application of proceeds received by the Company from the sale of Shares. (q) The Stock Split shall be effective as of [•]. If any condition specified in this ‎Section 6 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice of issuance and evidence of satisfactory distribution from the Representatives to the Company at any time on or prior to the Closing Time Of Purchase or each Additional Time Of Purchaseand, as the case may be. (k) FINRA shall not have raised any objection with respect to the fairness Option Shares, at any time on or reasonableness of the underwriting, or other arrangements of the transactions, contemplated hereby. (l) At least one business day prior to the Time Of Purchaseapplicable Option Closing Time, which termination shall be without liability on the Sponsor part of any party to any other party, except that ‎Sections 5, 7, ‎and 9 shall have caused a portion of the purchase price for the Private Placement Warrants to at all times be deposited into the Trust Accounteffective and shall survive such termination. (m) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section ‎4(a) hereof shall have been issued as of the Time Of Purchase, and no proceedings for that purpose shall have been instituted or shall have been threatened. (n) 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.