Common use of per Firm Unit Clause in Contracts

per Firm Unit. Each Firm Unit consists of one (1) share of common stock of the Company (“Common Stock”) and one (1) right (the “Right(s)”) to receive one-tenth (1/10) of one share of Common Stock upon the consummation of a Business Combination (as defined below). The Common Stock and the Rights included in the Firm Units will not be separately transferable until the earlier of the 90th day after the date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Right entitles the holder to receive one-tenth (1/10) of one share of Common Stock upon the closing of a Business Combination (as defined herein). As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the Company. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, or other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for use by customers on such day.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one (1) share of Class A common stock of the Company Company, par value $0.0001 (“Class A Common Stock”) ), and one-half of one redeemable warrant (1) right (the “Right(sWarrant(s)”) with each whole Warrant entitling the holder thereof to receive one-tenth (1/10) of purchase one share of Class A Common Stock upon the consummation of a Business Combination (as defined below)Stock. The Class A Common Stock and the Rights Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement Effective Date (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Right Warrant entitles the holder thereof to receive one-tenth (1/10) of purchase one share of Class A Common Stock upon at a price of $11.50 per full share during the period commencing on the later of (a) the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a Business Combination (as defined herein)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation withamalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with with, one or more operating businesses or entities by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, or other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for use by customers on such daybusiness.

per Firm Unit. Each Firm Unit consists of one (1) ordinary share of common stock of the Company (“Common StockOrdinary Share”) and ), one (1) right (the “Right(s)”) to receive one-tenth (1/10) of one share of Common Stock Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share. The Common Stock Ordinary Shares, the Rights, and the Rights Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th day after the date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder to purchase one-half (1/2) of one Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) the closing of a Business Combination (as defined below), or (b) twelve (12) months from the date of the Prospectus (as defined below), and terminating on the fifth (5th) anniversary of the Effective Date. Each Right entitles the holder to receive one-tenth (1/10) of one share of Common Stock Ordinary Share upon the closing of a Business Combination (as defined hereinbelow). As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the Company. The Company has the right to redeem the Warrants, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Ordinary Shares has been at least $16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given (“Force-Call Redemption”). As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, or other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for use by customers on such daybusiness.

per Firm Unit. Each Firm Unit consists of one (1) ordinary share of common stock of the Company (“Common StockOrdinary Share”) and one (1) right (the “Right(s)”) to receive one-tenth (1/10) of one share of Common Stock Ordinary Share upon the consummation of a Business Combination (as defined below). The Common Stock Ordinary Shares and the Rights included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering of the Firm Units and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering of the Firm Units and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Right entitles ten Rights entitle the holder to receive one-tenth one (1/101) of one share of Common Stock Ordinary Share upon the closing of a Business Combination (as defined herein)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the Company. As used herein, the term “Business Day” shall mean means any day other than a Saturday, Sunday or any other day on which national commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, for clarification, national commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, ” or any other similar orders or restrictions of or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of national commercial banks in New York, The City of New York are generally are open for use by customers on such day.

per Firm Unit. Each Firm Unit consists of one (1) share of common stock of the Company (“Common Stock”) and one (1) right (the “Right(s)”) to receive one-tenth (1/10) of one share of Common Stock upon the consummation of a Business Combination (as defined below). The Common Stock and the Rights included in the Firm Units will not be separately transferable until the earlier of the 90th day after the date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Right entitles the holder to receive one-tenth (1/10) of one share of Common Stock upon the closing of a Business Combination (as defined hereinbelow). As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the Company. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, or other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for use by customers on such daybusiness.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one (1) share of common stock ordinary share, par value $0.001 per share, of the Company (“Common StockOrdinary Share”) and one (1) right redeemable warrant (the “Right(sWarrant(s)”) ), each Warrant entitling the holder thereof to receive one-tenth (1/10) of purchase one share of Common Stock upon the consummation of a Business Combination (as defined below)Ordinary Share. The Common Stock Ordinary Shares and the Rights Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Right whole Warrant entitles the holder to receive one-tenth purchase one Ordinary Share at a price of $11.50 per share during the period commencing on the later of (1/10a) of one share of Common Stock upon the closing completion of a Business Combination (as defined hereinbelow), and (b) 12 months from the date that the Registration Statement (as described below) is declared effective (the “Effective Date”), and terminating on the five (5) year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any acquisition by share merger, capital stock exchange, share reconstruction and amalgamation withasset acquisition, purchasing all stock purchase, reorganization or substantially all similar business combination. The Company has the right to redeem the Warrants upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the assets of, entering into contractual arrangements with, or engaging in Ordinary Share has been at least $18.00 per share for any other similar business combination with one or more businesses or entities by twenty (20) trading days within a thirty (30) trading day period commencing after the CompanyWarrants become exercisable and ending on the third (3rd) Business Day prior to the day on which notice is given (“Force-Call Redemption”). As used herein, the term “Business Day” shall mean means any day other than a Saturday, Sunday or any other day on which national commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, for clarification, national commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, ” or any other similar orders or restrictions of or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of national commercial banks in New York, The City of New York are generally are open for use by customers on such day.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit, it being understood that the offering price is not in excess of the price recommended by the QIU. Each Firm Unit consists of one (1) share of the Company’s common stock of the Company (“Common Stock”) and one (1) right redeemable warrant (the “Right(sWarrant(s)”) ), each Warrant to receive purchase one-tenth (1/10) half of one a share of Common Stock upon the consummation of a Business Combination (as defined below)Stock. The Common Stock and the Rights Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th day after the date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Right Warrant entitles the holder to receive purchase one-tenth (1/10) half of one a share of Common Stock upon at a price of $11.50 per whole share during the period commencing on the later of (a) the closing of a Business Combination (as defined hereinbelow), or (b) twelve (12) months from the Closing Date (as defined below), and terminating on the five (5) year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any acquisition by merger, share exchange, share reconstruction and amalgamation withasset acquisition, purchasing all stock purchase, recapitalization, reorganization or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with of one or more businesses or entities by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $16.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given, provided that there is a current registration statement in effect with respect to the shares of Common Stock underlying such Warrants during the period commencing on the first Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period and continuing each day thereafter until the date of redemption (“Force-Call Redemption”). As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, or other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for use by customers on such daybusiness.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one (1) share of common stock stock, par value $0.0001 per share of the Company (the “Common Stock”) and ), one (1) right redeemable warrant to purchase one share of Common Stock (the “Right(sWarrant(s)”) ), and one right to receive one-tenth (1/10) of one share of Common Stock upon the consummation of a Business Combination (as defined below) (the “Right(s)”). The shares of Common Stock Stock, the Rights, and the Rights Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement Effective Date (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s our receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Right Warrant entitles the holder to receive one-tenth (1/10) of purchase one share of Common Stock upon for $11.50 per share during the period commencing on the later of (a) 30 days after the closing of a Business Combination Combination, or (b) twelve months from the Closing (as defined hereinbelow), and terminating on the five (5) year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any acquisition by share merger, capital stock exchange, share reconstruction and amalgamation withasset acquisition, purchasing all or substantially all of the assets ofstock purchase, entering into contractual arrangements withreorganization, or engaging in any other similar business combination with of one or more operating businesses or entities by the Company. The Company has the right to redeem the Warrants, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $21.00 for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, or other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for use by customers on such daybusiness.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of (i) one (1) share of common stock Class A ordinary of the Company Company, with no par value (each, a “Common StockClass A Ordinary Share”), and (ii) and one (1) right (the “Right(s)”) with each Right entitling the holder thereof to receive one-tenth (1/10) of one share of Common Stock Class A Ordinary Share upon the consummation of a the initial Business Combination (as defined below). The Common Stock Class A Ordinary Shares and the Rights included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement (as defined below) becomes is declared effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Right entitles the holder to receive one-tenth (1/10) of one share of Common Stock upon the closing of a Business Combination (as defined herein). As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation withamalgamation, share purchase, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with with, one or more operating businesses or entities by the Company. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, or other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for use by customers on such daybusiness.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit, it being understood that the offering price is not in excess of the price recommended by the QIU. Each Firm Unit consists of one (1) share of the Company’s common stock of the Company (“Common Stock”) and one (1) right redeemable warrant (the “Right(sWarrant(s)”) ), each Warrant to receive purchase one-tenth (1/10) half of one a share of Common Stock upon the consummation of a Business Combination (as defined below)Stock. The Common Stock and the Rights Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th day after the date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Right Warrant entitles the holder to receive purchase one-tenth (1/10) half of one a share of Common Stock upon at a price of $11.50 per whole share during the period commencing on the later of (a) the closing of a Business Combination (as defined hereinbelow), or (b) twelve (12) months from the Closing Date (as defined below), and terminating on the five (5) year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any acquisition by merger, share exchange, share reconstruction and amalgamation withasset acquisition, purchasing all stock purchase, recapitalization, reorganization or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with of one or more businesses or entities by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given, provided that there is a current registration statement in effect with respect to the shares of Common Stock underlying such Warrants during the period commencing on the first Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period and continuing each day thereafter until the date of redemption (“Force-Call Redemption”). As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, or other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for use by customers on such daybusiness.

per Firm Unit. Each Firm Unit consists of one (1) ordinary share of common stock of the Company (“Common StockOrdinary Shares”) and one (1) right (the “Right(s)”) to receive one-tenth (1/10) of one share of Common Stock Ordinary Share upon the consummation of a Business Combination (as defined below). The Common Stock Ordinary Shares and the Rights included in the Firm Units will not be separately transferable until the earlier of the 90th day after the date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Right entitles the holder to receive one-tenth (1/10) of one share of Common Stock Ordinary Share upon the closing of a Business Combination (as defined herein). As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the Company. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, or other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for use by customers on such day.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one (1) Class A ordinary share of common stock of the Company Company, par value $0.0001 per share (“Common StockClass A Ordinary Share” and, together with the Company’s Class B ordinary shares, par value $0.0001 per share, the “Ordinary Shares”) and one (1) right (the “Right(s)”) to receive one-tenth (1/10) of one share of Common Stock upon the consummation of a Business Combination Class A Ordinary Share (as defined below“Right”). The Common Stock Class A Ordinary Shares and the Rights included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement (as defined below) becomes is declared effective (the “Effective Date”) by the Securities and Exchange Commission (“Commission”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Right entitles the holder to receive one-tenth (1/10) of one share Class A Ordinary Share. The Rights will convert into whole numbers of Common Stock upon Class A Ordinary Shares (Rights may only be converted in increments of ten) at the closing of a the Business Combination (as defined herein)Combination. As used herein, the term “Business Combination” shall mean any acquisition by merger, share exchange, asset acquisition, share reconstruction and amalgamation withpurchase, purchasing all recapitalization, reorganization or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the Companyentities. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, or other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for use by customers on such daybusiness.

per Firm Unit. Each Firm Unit consists of one (1) ordinary share of common stock of the Company (“Common StockOrdinary Share”) ), and one (1) right (the “Right(s)”) to receive onetwo-tenth (1/10) tenths of one share of Common Stock Ordinary Share upon the consummation of a Business Combination (as defined below). The Common Stock Ordinary Shares and the Rights included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering of the Firm Units and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering of the Firm Units and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Right entitles five (5) Rights entitle the holder to receive one-tenth one (1/101) of one share of Common Stock Ordinary Share upon the closing of a Business Combination (as defined herein)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the Company. As used herein, the term “Business Day” shall mean means any day other than a Saturday, Sunday or any other day on which national commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, for clarification, national commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, ” or any other similar orders or restrictions of or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of national commercial banks in New York, The City of New York are generally are open for use by customers on such day.

per Firm Unit. Each Firm Unit consists of one (1) ordinary share of common stock of the Company (“Common StockOrdinary Shares”) and one (1) right (the “Right(s)”) to receive one-tenth sixth (1/101/6) of one share of Common Stock Ordinary Share upon the consummation of a Business Combination (as defined below). The Common Stock Company will not issue fractional shares upon conversion of the Rights. Fractional shares will be rounded down to the nearest whole share. The Ordinary Shares and the Rights included in the Firm Units will not be separately transferable until the earlier of the 90th day after the date that the Registration Statement (as defined below) becomes is declared effective by the Commission (as defined below) (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company Company’s filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin, as decided. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Right entitles the holder to receive one-tenth sixth (1/101/6) of one share of Common Stock Ordinary Share upon the closing of a Business Combination (as defined herein). As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the Company. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, or other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for use by customers on such day.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one (1) share of common stock stock, par value $0.0001 per share of the Company (the “Common Stock”) and ), one (1) right (the “Right(s)”) to receive one-tenth (1/10) of one a share of Common Stock automatically upon the consummation of a Business Combination (as defined below) (the “Right(s)”), and one redeemable warrant to purchase one-half (1/2) of a share of Common Stock (the “Warrant(s)”). The shares of Common Stock Stock, the Rights and the Rights Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th day after the date that the Registration Statement Effective Date (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s our receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. The Warrants may only be exercised in multiples of two, and every two Warrants entitle the holder to purchase one share of Common Stock for $11.50 per share during the period commencing on the later of (a) 30 days after the closing of a Business Combination, or (b) one (1) year from the effective date of the Registration Statement (the “Effective Date”), and terminating on the five (5) year anniversary of the closing of the a Business Combination. Each Right entitles the its holder to receive one-tenth (1/10) of one a share of Common Stock automatically upon consummation by the closing Company of a Business Combination (as defined herein)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share merger, capital stock exchange, share reconstruction and amalgamation withasset acquisition, purchasing all or substantially all of the assets of, entering into contractual arrangements withstock purchase, or engaging in any other similar business combination with combination, or control through contractual arrangements, of one or more operating businesses or entities by the Company. The Company’s initial focus will be on acquiring an operating business in the information technology consulting industry. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $15.00 for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, or other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for use by customers on such daybusiness.

per Firm Unit. The Firm Units are to be offered initially to the public (“Offering”) at the offering price of $6.00 per Firm Unit. Each Firm Unit consists of one (1) share of the Company’s common stock of the Company stock, par value $0.01 per share (“Common Stock”) ), and one two warrants (1) right (the “Right(sWarrant(s)”) to receive one-tenth (1/10) of one share of Common Stock upon the consummation of a Business Combination (as defined below). The shares of Common Stock and the Rights Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th day 90 days after the effective date that (“Effective Date”) of the Registration Statement (as defined belowhereinafter defined) becomes effective (unless the “Effective Date”) or the announcement by Representatives inform the Company of the Representative’s their decision to allow earlier separate trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In but in no event will the Company Representatives allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall beginsheet. Each Right Warrant entitles the its holder to receive one-tenth (1/10) of exercise it to purchase one share of Common Stock upon for $5.00 during the closing period commencing on the later of a the consummation by the Company of its “Business Combination (as defined herein)Combination” or one year from the Effective Date of the Registration Statement and terminating on the five-year anniversary of the Effective Date. As used herein, the term “Business Combination” shall mean any acquisition by share merger, capital stock exchange, share reconstruction and amalgamation with, purchasing all asset acquisition or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities consummated by the CompanyCompany with an operating company in the IT security industry (as described more fully in the Registration Statement). As The Company has prepared and filed in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules”) adopted by the Securities and Exchange Commission (the “Commission”) a Registration Statement (as 1 Plus an option to purchase up to 600,000 additional Units to cover over-allotments. Exhibit 1.1 hereinafter defined) on Form S-1 (No. 333-114861), including a Preliminary Prospectus (as hereinafter defined) relating to the Securities, and such amendments thereof as may have been required to the date of this Agreement. Copies of such Registration Statement (including all amendments thereof) and of the related Preliminary Prospectus have heretofore been delivered by the Company to you. The term “Preliminary Prospectus” means any preliminary prospectus included at any time as a part of the Registration Statement or filed with the Commission by the Company pursuant to Rule 424(a) of the Rules. The term “Registration Statement” as used hereinin this Agreement means the initial registration statement (including all exhibits, financial schedules and all documents and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as amended at the time and on the date it becomes effective (the “Effective Date”), including the information (if any) contained in the form of final Prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the “462(b) Registration Statement”), then any reference herein to the Registration Statement shall also be deemed to include such 462(b) Registration Statement. The term “Prospectus” as used in this Agreement means the Prospectus in the form included in the Registration Statement at the time of effectiveness or, if Rule 430A of the Rules is relied on, the term “Business Day” Prospectus shall mean any day other than also include the final Prospectus filed with the Commission pursuant to Rule 424(b) of the Rules. The Company understands that the Underwriters propose to make a Saturdaypublic offering of the Units, Sunday as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this Agreement as the Representatives deem advisable. The Company hereby confirms that the Underwriters and dealers have been authorized to distribute or any other day on which national banks in New York, New York cause to be distributed each Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or required by law supplemented if the Company furnishes amendments or supplements thereto to remain closed; provided, however, for clarification, national banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, or other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for use by customers on such dayUnderwriters).

per Firm Unit. Each Firm Unit consists of one (1) ordinary share of common stock of the Company (“Common Stock”) and one (1) right (the “Right(s)”) to receive one-tenth (1/10) of one share of Common Stock upon the consummation of a Business Combination (as defined below). The Common Stock and the Rights included in the Firm Units will not be separately transferable until the earlier of the 90th day after the date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Right entitles the holder to receive one-tenth (1/10) of one share of Common Stock upon the closing of a Business Combination (as defined herein). As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the Company. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks or The New York Stock Exchange in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, or other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for use by customers on such day.

per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one (1) share of common stock of the Company (“Common Stock”) and one (1) right Company’s ordinary shares, par value $.0001 per share (the “Right(sOrdinary Shares”), and one warrant to purchase one Ordinary Share (the “Warrant(s)”) to receive one-tenth (1/10) of one share of Common Stock upon the consummation of a Business Combination (as defined below). The Common Stock Ordinary Shares and the Rights Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th day 90 days after the effective date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or of the announcement by Registration Statement (as defined in Section 2.1.1 hereof) unless Maxim informs the Company in writing of the Representative’s its decision to allow earlier tradingseparate trading based on its assessment of the relative strengths of the securities markets and small capitalization companies in general, subjectand the trading pattern of, howeverand demand for, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt securities in particular. Maxim may decide to allow continued trading of the gross proceeds of the Offering and issuing a press release announcing when Units following such separate trading will beginseparation. In no event will the Company Maxim allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and sheet; (ii) the issuance of Company files a Form 8-K and issues a press release announcing when such separate trading shall will begin; and (iii) the Business Day (defined below) following the earliest to occur of the expiration of the Over-allotment Option (defined below) or the exercise of the Over-allotment Option in full. Each Right Warrant entitles the its holder to receive onepurchase one Ordinary Share for $7.50 per share during the period commencing on the later of (a) the consummation by the Company of its “Business Combination” or (b) one year from the Effective Date of the Registration Statement and terminating on the four-tenth (1/10) year anniversary of one share of Common Stock upon the closing of a Business Combination (as defined herein)Effective Date. As used herein, the term “Business Combination” shall mean any acquisition by share capital stock exchange, share reconstruction and amalgamation asset or stock acquisition or other similar business combination consummated by capital stock exchange with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with combination, or control through contractual arrangements, of one or more unidentified operating businesses that are either located in Asia, provide products or entities by services to customers located in Asia, or invest in Asia. The Company may enter into a Business Combination with a company in any industry, although the Company’s initial focus will be on acquiring an operating business in the leisure and hospitality or financial services industries, that is located in or providing products or services to customers in China. The Company has the right to redeem the Warrants (including the Representative’s Warrants) upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Ordinary Shares has been at least $14.25 for any twenty (20) trading days within a thirty (30) trading day period ending on the third Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, or other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for use by customers on such daybusiness.

per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $8.00 per Firm Unit. Each Firm Unit consists of one (1) share of the Company’s common stock of stock, par value $.0001 per share (the Company (“Common Stock”) ), and one (1) right two warrants to purchase shares of Common Stock (the “Right(sWarrant(s)”) to receive one-tenth (1/10) of one share of Common Stock upon the consummation of a Business Combination (as defined below). The shares of Common Stock and the Rights Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th day 90 days after the effective date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or of the announcement by Registration Statement (as defined in Section 2.1.1 hereof) unless Maxim informs the Company of the Representative’s its decision to allow earlier tradingseparate trading based on their assessment of the relative strengths of the securities markets and small capitalization companies in general, subjectand the trading pattern of, howeverand demand for, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt securities in particular. Maxim may decide to allow continued trading of the gross proceeds of the Offering and issuing a press release announcing when Units following such separate trading will beginseparation. In no event will the Company Maxim allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and sheet; (ii) the issuance of Company files a Form 8-K and issues a press release announcing when such separate trading shall will begin; and (iii) the Business Day (defined below) following the earliest to occur of the expiration of the Over-allotment Option (defined below) or the exercise of the Over-allotment Option in full. Each Right Warrant entitles the its holder to receive one-tenth (1/10) of purchase one share of Common Stock upon for $5.00 per share during the closing period commencing on the later of a (a) the consummation by the Company of its “Business Combination Combination” or (as defined herein)b) one year from the Effective Date of the Registration Statement and terminating on the four-year anniversary of the Effective Date. As used herein, the term “Business Combination” shall mean any acquisition by share merger, capital stock exchange, share reconstruction and amalgamation with, purchasing all asset or substantially all of the assets of, entering into contractual arrangements with, stock acquisition or engaging in any other similar business combination consummated by the Company with a single operating entity, or one or more businesses related or unrelated entities by in the Companypublishing industry located in the United States (as described more fully in the Registration Statement). As used herein, The Company has the term “Business Day” shall mean right to redeem the Warrants (including the Representative’s Warrants) upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closedtime after the Warrants become exercisable; provided, however, for clarification, national banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, or other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems average closing sales price of the Company’s Common Stock has been at least $11.50 for any twenty (including wire transfers20) of national banks in New York, New York are generally open for use by customers trading days within a thirty (30) trading day period ending on such daythe third day prior to the day on which notice is given.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of (i) one (1) Class A ordinary share of common stock of the Company Company, with no par value (each, a “Common StockClass A Ordinary Share”) and (ii) one (1) right (the “Right(s)”) with each Right entitling the holder thereof to receive one-tenth fourth (1/101/4) of one share of Common Stock Class A Ordinary Share upon the consummation of a the initial Business Combination (as defined below). The Common Stock Class A Ordinary Shares and the Rights included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that of the Registration Statement Prospectus (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing filing a press release Form 8-K announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance filing of a press release Form 8-K announcing when such separate trading shall begin. Each Right entitles the holder to receive one-tenth (1/10) of one share of Common Stock upon the closing of a Business Combination (as defined herein). As used herein, the term “Business Combination” shall mean any acquisition by merger, share exchange, share reconstruction and amalgamation withamalgamation, share purchase, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with with, one or more operating businesses or entities by the Company. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, or other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for use by customers on such daybusiness. As used herein, the term “Effective Date” shall mean the date that the Registration Statement (as defined below) is declared effective.

per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $8.00 per Firm Unit. Each Firm Unit consists of one (1) share of the Company’s common stock of stock, par value $.0001 per share (the Company (“Common Stock”) ), and one (1) right (the “Right(s)”) warrant to receive one-tenth (1/10) of one purchase a share of Common Stock upon (the consummation of a Business Combination (as defined below“Warrant(s)”). The shares of Common Stock and the Rights Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th day 90 days after the effective date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or of the announcement by Registration Statement (as defined in Section 2.1.1 hereof) unless Maxim informs the Company of the Representative’s its decision to allow earlier tradingseparate trading based on their assessment of the relative strengths of the securities markets and small capitalization companies in general, subjectand the trading pattern of, howeverand demand for, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt securities in particular. Maxim may decide to allow continued trading of the gross proceeds of the Offering and issuing a press release announcing when Units following such separate trading will beginseparation. In no event will the Company Maxim allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and sheet; (ii) the issuance of Company files a Form 8-K and issues a press release announcing when such separate trading shall will begin; and (iii) the Business Day (defined below) following the earliest to occur of the expiration of the Over-allotment Option (defined below) or the exercise of the Over-allotment Option in full. Each Right Warrant entitles the its holder to receive one-tenth (1/10) of purchase one share of Common Stock upon for $5.00 per share during the closing period commencing on the later of a (a) the consummation by the Company of its “Business Combination Combination” or (as defined herein)b) one year from the Effective Date of the Registration Statement and terminating on the four-year anniversary of the Effective Date. As used herein, the term “Business Combination” shall mean any acquisition by share merger, capital stock exchange, share reconstruction and amalgamation with, purchasing all asset or substantially all of the assets of, entering into contractual arrangements with, stock acquisition or engaging in any other similar business combination consummated by the Company with a single operating entity, or one or more businesses related or unrelated entities by in the Companypublishing industry located in the United States (as described more fully in the Registration Statement). As used herein, The Company has the term “Business Day” shall mean right to redeem the Warrants (including the Representative’s Warrants) upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closedtime after the Warrants become exercisable; provided, however, for clarification, national banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, or other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems average closing sales price of the Company’s Common Stock has been at least $11.50 for any twenty (including wire transfers20) of national banks in New York, New York are generally open for use by customers trading days within a thirty (30) trading day period ending on such daythe third day prior to the day on which notice is given.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one (1) Company’s ordinary share of common stock of the Company (“Common StockOrdinary Share”) and one (1) right (the “Right(s)”) to receive one-tenth (1/10) of one share of Common Stock Ordinary Share upon the consummation of a Business Combination (as defined below). The Common Stock Ordinary Shares and the Rights included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement (as defined below) becomes is declared effective by the Commission (as defined below) (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow have earlier trading, subject, however, to the requirement that the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin, as decided. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin, as decided. Each Right entitles the holder to receive one-tenth (1/10) of one share of Common Stock Ordinary Share upon the closing of a Business Combination (as defined herein). As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the Company. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, or other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for use by customers on such day.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of (i) one (1) Class A ordinary share of common stock of the Company Company, with no par value (each, a “Common StockClass A Ordinary Share”) and (ii) one (1) right (the “Right(s)”) with each Right entitling the holder thereof to receive one-tenth fourth (1/101/4) of one share of Common Stock Class A Ordinary Share upon the consummation of a the initial Business Combination (as defined below). The Common Stock Class A Ordinary Shares and the Rights included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement (as defined below) becomes is declared effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing filing a press release Form 8-K announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance filing of a press release Form 8-K announcing when such separate trading shall begin. Each Right entitles the holder to receive one-tenth (1/10) of one share of Common Stock upon the closing of a Business Combination (as defined herein). As used herein, the term “Business Combination” shall mean any acquisition by merger, share exchange, share reconstruction and amalgamation withamalgamation, share purchase, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with with, one or more operating businesses or entities by the Company. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, or other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for use by customers on such daybusiness. As used herein, the term “Effective Date” shall mean the date that the Registration Statement (as defined below) is declared effective.

per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one (1) share of the Company’s common stock of stock, par value $.0001 per share (the Company (“Common Stock”) ), and one (1) right (the “Right(s)”) warrant to receive one-tenth (1/10) of purchase one share of Common Stock upon (the consummation of a Business Combination (as defined below“Warrant(s)”). The shares of Common Stock and the Rights Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th day 90 days after the effective date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or of the announcement by Registration Statement (as defined in Section 2.1.1 hereof) unless Maxim informs the Company in writing of the Representative’s its decision to allow earlier tradingseparate trading based on its assessment of the relative strengths of the securities markets and small capitalization companies in general, subjectand the trading pattern of, howeverand demand for, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt securities in particular. Maxim may decide to allow continued trading of the gross proceeds of the Offering and issuing a press release announcing when Units following such separate trading will beginseparation. In no event will the Company Maxim allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and sheet; (ii) the issuance of Company files a Form 8-K and issues a press release announcing when such separate trading shall will begin; and (iii) the Business Day (defined below) following the earliest to occur of the expiration of the Over-allotment Option (defined below) or the exercise of the Over-allotment Option in full. Each Right Warrant entitles the its holder to receive one-tenth (1/10) of purchase one share of Common Stock upon for $7.50 per share during the closing period commencing on the later of a (a) the consummation by the Company of its “Business Combination Combination” or (as defined herein)b) one year from the Effective Date of the Registration Statement and terminating on the four-year anniversary of the Effective Date. As used herein, the term “Business Combination” shall mean any acquisition by share merger, capital stock exchange, share reconstruction and amalgamation with, purchasing all asset or substantially all of the assets of, entering into contractual arrangements with, stock acquisition or engaging in any other similar business combination with one or more businesses or entities consummated by the Company with a business that has operations or facilities located in Israel but will not be limited to pursuing acquisition opportunities only within this region and may pursue a company operating in Europe which management believes would benefit from establishing operations or facilities in Israel (as described more fully in the Registration Statement). The Company may enter into a Business Combination with a company in any industry, although the Company’s initial focus will be in the technology industry. The Company has the right to redeem the Warrants (including the Representative’s Warrants) upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $14.25 for any twenty (20) trading days within a thirty (30) trading day period ending on the third Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, or other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for use by customers on such daybusiness.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one (1) share of common stock ordinary share, no par value, of the Company (“Common StockOrdinary Share(s)”) ), and one (1) right (the “Right(s)”) to receive one-tenth (1/10) of one share of Common Stock Ordinary Share upon the consummation of a Business Combination an initial business combination (as defined belowthe “Right(s)”). Each ten Rights entitle the holder thereof to receive one Ordinary Share automatically upon the consummation of an initial business combination of the Company. The Common Stock Ordinary Shares and the Rights included in the Firm Units will not trade separately or be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Right entitles the holder to receive one-tenth (1/10) of one share of Common Stock upon the closing of a Business Combination (as defined herein). As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the Company. As used herein, the term “Business Day” shall mean means any day other than a Saturday, Sunday or any other day on which national commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, for clarification, national commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, ” or any other similar orders or restrictions of or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of national commercial banks in New York, The City of New York are generally are open for use by customers on such day.

per Firm Unit. Each Firm Unit consists of one (1) ordinary share of common stock of the Company (“Common StockOrdinary Share”) and one (1) right redeemable warrant (the “Right(sWarrant(s)”) ), each Warrant entitling the holder thereof to receive purchase one-tenth half (1/101/2) of one share of Common Stock upon the consummation of a Business Combination (as defined below)Ordinary Share . The Common Stock Ordinary Shares and the Rights Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Right Warrant entitles the holder to receive purchase one-tenth half (1/101/2) of one Ordinary Share at a price of $11.50 per full share during the period commencing on the later of Common Stock upon the closing (a) completion of a Business Combination (as defined hereinbelow), or (b) twelve (12) months from the date of the consummation of the Offering, and terminating on the five (5) year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Ordinary Shares has been at least $16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given (“Force-Call Redemption”). As used herein, the term “Business Day” shall mean means any day other than a Saturday, Sunday or any other day on which national commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, for clarification, national commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, ” or any other similar orders or restrictions of or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of national commercial banks in New York, The City of New York are generally are open for use by customers on such day.

per Firm Unit. Each Firm Unit consists of one (1) ordinary share of common stock of the Company (“Common Stock”) and one (1) right (the “Right(s)”) to receive one-tenth (1/10) of one share of Common Stock upon the consummation of a Business Combination (as defined below). The Common Stock and the Rights included in the Firm Units will not be separately transferable until the earlier of the 90th day after the date that the Registration Statement (as defined below) becomes is declared effective by the Commission (as defined below) (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the requirement that Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin, as decided. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Right entitles the holder to receive one-tenth (1/10) of one share of Common Stock upon the closing of a Business Combination (as defined herein). As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the Company. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, or other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for use by customers on such day.