Common use of Purchase and Sale Clause in Contracts

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 per Unit, the amount of the Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Units. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) a. Subject to and on the terms and conditions and in reliance upon the representations and warranties herein set forthforth herein, the Company Investor hereby subscribes for and agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyIssuer, at a purchase price and the Issuer hereby agrees to issue and sell to the Investor, such number of $9.800 per Unit, the amount shares of the Firm Securities set forth opposite such UnderwriterIssuer’s name in Schedule I hereto; provided that common stock, par value $0.00001 per share (the “Common Stock”), as is specified on the signature page hereto (the “Subscribed Shares”) for the purchase price for any Securities that are Sponsor IPO Units shall be $10.000specified on the signature page hereto. The number of Sponsor IPO Units aggregate purchase price to be purchased paid by each Underwriter shall be based the Investor for the Subscribed Shares is referred to herein as the “Subscription Amount.” b. As a condition of and as an inducement to the Investor to purchase the Subscribed Shares, in connection and contingent upon the same percentage purchase of the total number of Subscribed Shares, the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject Issuer will issue to the terms and conditions and in reliance upon the representations and warranties herein set forthInvestor, the Company hereby grants an option to the several Underwriters to purchasefor each two Subscribed Shares, severally and not jointly, up to 7,500,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Units. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”)additional consideration, (i) 0.5 of a share of Common Stock (the Underwriters will forfeit any rights or claims to the Deferred Discount “Common Stock Incentive Shares”) and (ii) 1 share of Series B Preferred Stock (the Trustee under “Series B Preferred Shares”) (the Trust Agreement Common Stock Incentive Shares and the Series B Preferred Shares, together with the Subscribed Shares, the “Securities”). c. The Series B Preferred Stock shall have the rights, terms and conditions set forth with respect to such Series B Preferred Stock in the form of Issuer’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), which is authorized to distribute the Deferred Discount attached hereto as Exhibit A. d. Notwithstanding anything to the Public Shareholders on contrary herein, no fraction of a pro rata basisshare of any Security shall be issued pursuant to this Section 1, and, if the Investor would otherwise be entitled to a fraction of a share of a Security (after aggregating all fractions of a share of that Security), Investor shall instead have the number of shares of that Security issued to the Investor rounded down to the nearest whole number of shares of the Security, without payment in lieu of any such fractional shares.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of U.S. $9.800 9.80 per Unit, the amount of the Firm Underwritten Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 4,500,000 Option Securities at the same purchase price $9.80 per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO UnitsUnit. Said option may be exercised only to cover over-allotments in the sale of the Firm Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Underwritten Securities, subject to such adjustments as the Representative Representatives in its their absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price Purchase Price set forth in the first sentence of Section 3(a2(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters Underwriters, in the case of the Underwritten Securities and the Option Securities, a deferred discount of U.S. $0.350 0.35 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) Unit, in each case, purchased hereunder (the “Deferred Discount”). Unless agreed to by the parties, the Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the trustee from amounts on deposit in the Trust Account if and when the Company consummates a Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basisin accordance with the Company’s Amended and Restated Memorandum and Articles of Association.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 9.80 per Unit, the amount of the Firm Securities Underwritten Units set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 3,000,000 Option Securities Units at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Underwritten Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities Underwritten Units by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities Units as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities Units to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm SecuritiesUnderwritten Units, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a2(a) of this Agreement, and subject to Section 6(hh5(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 0.35 per Unit (including both Firm Securities Underwritten Units and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a the purchase price of $9.800 per Unitshare set forth in Schedule I hereto opposite the heading “Price per Share to the Underwriters”, the amount of the Firm Underwritten Securities set forth opposite such Underwriter’s name in Schedule I II hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 the number of Option Securities set forth in Schedule I hereto at the same purchase price per Unit share as the Underwriters shall pay for the Firm Underwritten Securities; provided that if , less an amount per share equal to any dividends or distributions declared by the Sponsor or any of its affiliates purchase any Sponsor IPO Units, Company and payable on the number of Underwritten Securities but not payable on the Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO UnitsSecurities. Said option may be exercised only to cover over-allotments in the sale of the Firm Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th 30th day after the date of the Final Prospectus upon written or telegraphic notice by the Representative Representatives to the Company setting forth the number of shares of the Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of shares of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Underwritten Securities, subject to such adjustments as the Representative Representatives in its their absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 9.80 per Unit, the amount of the Firm Securities Underwritten Units set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 4,500,000 Option Securities Units at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Underwritten Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities Underwritten Units by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative Representatives to the Company setting forth the number of Option Securities Units as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities Units to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm SecuritiesUnderwritten Units, subject to such adjustments as the Representative Representatives in its their absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a2(a) of this Agreement, and subject to Section 6(hh5(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 0.35 per Unit (including both Firm Securities Underwritten Units and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, (a) the Company agrees and the Selling Stockholders agree, severally and not jointly, to sell to each Underwriterof the Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Stockholders, at a purchase price per share of $9.800 per Unit$ , the amount of the Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units Firm Shares to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing as set forth opposite the name of the aggregate Firm Securities, subject to such adjustments as the Representative Underwriter in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. Schedule I hereto and (b) Subject in the event and to the terms and conditions and in reliance upon extent that the representations and warranties herein set forthUnderwriters shall exercise the election to purchase Optional Shares as provided below, the Company hereby grants an option and the Selling Stockholders agree to sell to each of the several Underwriters, and each of the Underwriters to purchaseagrees, severally and not jointly, up to 7,500,000 Option Securities purchase from the Company and the Selling Stockholders, at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided share set forth in clause (a) of this Section 2, that if the Sponsor or any portion of its affiliates purchase any Sponsor IPO Units, the number of Option Securities Optional Shares as to which such election shall have been exercised (to be reduced adjusted by you so as to eliminate fractional securities) determined by multiplying such that the number of Option Securities shall equal Optional Shares by a fraction, the product numerator of (x) 15% which is the maximum number of Optional Shares that such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto, and (y) the denominator of which is the maximum number of the Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to [ ] Optional Shares, at the purchase price per share set forth in the paragraph above, for the sole purpose of covering sales of Shares in excess of the number of Firm Units less the number of Sponsor IPO UnitsShares. Said option Any such election to purchase Optional Shares may be exercised only by written notice from you to cover over-allotments in the sale Company, given within a period of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day 30 calendar days after the date of the Prospectus upon written notice by the Representative to the Company this Agreement and setting forth the aggregate number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by each Underwriter shall be based upon you but in no event earlier than the same percentage First Time of Delivery (as defined in Section 4 hereof) or, unless BBTCM, otherwise agrees in writing, earlier than two or later than 10 business days after the total date of such notice. The Selling Stockholders, as and to the extent indicated in Schedule II hereto, hereby grant, severally and not jointly, to the Underwriters the right to purchase at their election that number of the Option Securities to be purchased by the several Underwriters Optional Shares, as such Underwriter is purchasing of the Firm Securitiesmore particularly set forth in Schedule II hereto, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Units. (c) In addition to the discount from the public offering price represented by at the purchase price per share set forth in the first sentence of Section 3(a) paragraph of this AgreementSection 2, and subject for the sole purpose of covering sales of Shares in excess of Firm Shares. Any such election to Section 6(hh), the Company hereby agrees to pay purchase Optional Shares shall be made in proportion to the Underwriters maximum number of Optional Shares to be sold by the Selling Stockholders as set forth in Schedule II hereto. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Selling Stockholders, given within a deferred discount period of $0.350 per Unit (including both Firm Securities 30 calendar days after the date of this Agreement and Option Securities but excluding any Sponsor IPO Units) setting forth the aggregate amount of Optional Shares to be purchased hereunder (and the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreementdate on which such Optional Shares are to be delivered, as amended from time to timedetermined by you but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, and unless BBTCM otherwise agree in writing, earlier than two or later than 10 business days after the funds held under the Trust Agreement are distributed to the holders date of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basissuch notice.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 9.80 per Unit, the amount of the Firm Securities Underwritten Units set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 4,500,000 Option Securities Units at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Underwritten Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities Underwritten Units by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities Units as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities Units to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm SecuritiesUnderwritten Units, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a2(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 0.35 per Unit (including both Firm Securities Underwritten Units and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares Common Stock included in the Securities sold pursuant to this Agreement (the “Public ShareholdersStockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders Stockholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company Partnership agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the CompanyPartnership, at a the purchase price of $9.800 per Unitset forth in Schedule I hereto, the amount number of the Firm Securities Underwritten Units set forth opposite such each Underwriter’s name in Schedule I II hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative adjustment in its absolute discretion shall make to eliminate any fractional Sponsor IPO Unitsaccordance with Section 9 hereof. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company Partnership hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 the number of Option Securities Units set forth in Schedule I hereto at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Underwritten Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities Underwritten Units by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th 30th day after the date of the Final Prospectus upon written or telegraphic notice by the Representative Representatives to the Company Partnership setting forth the number of Option Securities Units as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Units. (c) In addition The Partnership shall not be obligated to deliver any of the discount from Units to be delivered on the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Closing Date or any Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust AgreementClosing Date, as amended from time applicable, except upon payment for all such Units to timebe purchased on the Closing Date or any Option Closing Date, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basisas applicable.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $9.800 [9.80] per Unit, the amount of the Firm Underwritten Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 [3,000,000] Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Underwritten Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Underwritten Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a2(a) of this Agreement, and subject to Section 6(hh5(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 [0.35] per Unit (including both Firm Underwritten Securities and Option Securities but excluding any Sponsor IPO UnitsSecurities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representative, on behalf of the Underwriter, by the Trustee from amounts on deposit in the Trust Account by wire transfer payable in same-day funds if and when the Company consummates its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, (i) the Firm Shares at a purchase price of $9.800 [●] per Unitshare, (ii) the Pre-Funded Warrants at a purchase price of $[●] per warrant and (iii) the Firm Common Warrants at a purchase price of $[●] per warrant, the amount respective amounts of the Firm Securities Shares, the Pre-Funded Warrants and the Firm Common Warrants set forth opposite such Underwriter’s name in Schedule I hereto; provided that the . The aggregate purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased paid by the several Underwriters as such Underwriter is purchasing in respect of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion Securities shall make to eliminate any fractional Sponsor IPO Unitsbe $[●]. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 [●] Option Securities Shares and/or (at the option of the Underwriters) (ii) up to [●] Option Common Warrants, at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written or telegraphic notice by the Representative to the Company setting forth the number of shares of the Option Securities Shares and/or Option Common Warrants as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities Shares and/or Option Common Warrants to be purchased by each Underwriter shall be based upon the same percentage of the total number of shares of the Option Securities Shares and Option Common Warrants to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make needed to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 per Unit, the amount of the Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 3,750,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative Representatives in its their absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO UnitsSecurities) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Class A Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 per Unit, the amount of the Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 3,750,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative Representatives in its their absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO UnitsSecurities) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. Notwithstanding anything to the contrary herein, a portion of the Deferred Discount equal to up to $0.10 per Unit (including both Firm Securities and Option Securities) purchased hereunder (up to $2,500,000 in the aggregate, or $2,875,000 if all of the Option Securities are purchased) may be paid at the sole discretion of the Company’s management to one or more third parties not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 per Unit, the amount of the Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 3,375,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO UnitsSecurities) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 9.80 per Unit, the amount of the Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option 4,500,000 Optional Securities at the same a purchase price of $9.80 per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO UnitsUnit. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative Representatives to the Company setting forth the number of Option Optional Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Optional Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Optional Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative Representatives in its their absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, Agreement and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO UnitsOptional Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account by wire transfer payable in same-day funds if and when the Company consummates its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust AgreementCompany’s Amended and Restated Memorandum and Articles of Association, as amended from time to timeamended, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Offered Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 per Unit, the amount of the Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for , plus any Securities that are Sponsor IPO Units shall be $10.000. The additional number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as Firm Securities which such Underwriter is purchasing may become obligated to purchase pursuant to the provisions of the aggregate Firm SecuritiesSection 9 hereof, subject subject, in each case, to such adjustments among the Underwriters as the Representative Representatives, in its absolute discretion their sole discretion, shall make to eliminate any sales or purchases of fractional Sponsor IPO Unitsshares. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 3,000,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if , less an amount per share equal to any dividends or distributions declared by the Sponsor Company and paid or any of its affiliates purchase any Sponsor IPO Units, payable on the number of Firm Securities but not payable on the Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO UnitsSecurities. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative Representatives in its absolute discretion shall make to eliminate any fractional Unitsshares. Any such time and date of delivery, shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Date. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a2(a) of this Agreement, and subject to Section 6(hh5(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO UnitsSecurities) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public ShareholdersStockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders Stockholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, (i) at a purchase price of $9.800 9.80 per Unit, the amount of the Firm Securities Underwritten Units set forth opposite such Underwriter’s name in Schedule I hereto; provided that the I-A hereto and (ii) at a purchase price for any Securities that are Sponsor IPO Units shall be of $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon 10.00 per Unit, the same percentage amount of the total number of the Sponsor IPO Underwritten Units to be purchased by the several Underwriters as set forth opposite such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative Underwriter’s name in its absolute discretion shall make to eliminate any fractional Sponsor IPO UnitsSchedule I-B hereto. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 4,500,000 Option Securities Units at the same a purchase price of $9.80 per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO UnitsUnit. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities Underwritten Units by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities Units as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities Units to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm SecuritiesUnderwritten Units, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a2(a) of this Agreement, and subject to Section 6(hh5(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 0.35 per Unit (including both Firm Securities Underwritten Units and Option Securities but excluding any Sponsor IPO Units) purchased hereunder hereunder, other than the Units listed on Schedule I-B hereto (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 9.80 per Unit, the amount of the Firm Securities Underwritten Units set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 3,375,000 Option Securities Units at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Underwritten Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities Underwritten Units by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities Units as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities Units to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm SecuritiesUnderwritten Units, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a2(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 0.35 per Unit (including both Firm Securities Underwritten Units and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares Common Stock included in the Securities sold pursuant to this Agreement (the “Public ShareholdersStockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders Stockholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein hereinafter set forth, at the Company agrees to sell to each UnderwriterClosing (as defined in Section 2 below), the Seller shall sell, convey, transfer, and each Underwriter agreesdeliver to the Purchaser the Securities, severally and not jointly, to the Purchaser shall purchase from the Company, at a purchase price of $9.800 per Unit, Seller the amount of the Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any consideration of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Units. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public ShareholdersPurchase Price”). The Purchase Price shall be paid by the Purchaser as follows: (i) At the Closing, the Purchaser shall pay such amounts to such Persons as necessary to satisfy all of the Partnership’s and SST’s indebtedness and expenses set forth in Exhibit A attached hereto (including any prepayment premiums, breakage costs, fees and expenses payable as a result of prepayment on such date or the consummation of the transactions contemplated hereby) (the “Debt Assumption”); (ii) At the Closing, the Purchaser shall issue and deliver to the Seller one million (1,000,000) shares of Series B Preferred Stock of the Purchaser, which shares shall be, at the election of the holder thereof, convertible into one billion (1,000,000,000) shares of common stock of the Purchaser (the “Stock Consideration”), which the parties acknowledge and agree to have a value of $50,000 at the Closing based on a valuation of the Stock Consideration that the Purchaser had completed before Closing by an independent valuation firm; and (iii) As soon as reasonably practicable, but in any event with 30 days following the Closing, the Purchaser shall, subject to subsection (b) below, pay to the Seller, in immediately available funds, an amount equal to one and one-half percent (1.5%) of the gross sales proceeds of the Partnership for any sales made by the Purchaser following the Closing under the orders identified on Exhibit C attached hereto (the “Earn-Out”). (b) Until the earlier of (x) the one-year period following the Closing and (y) the date on which all orders set forth in Exhibit C attached hereto have been fulfilled by the Partnership, the Purchaser shall and shall cause its affiliates (i) to use commercially reasonable efforts to retain the Underwriters will forfeit any rights customers of the Partnership existing as of the Closing and identified on Exhibit C attached hereto, including without limitation, reasonably assigning internal resources and to extent necessary hiring external consultants or claims other personnel to the Deferred Discount plan, implement and achieve such result, (ii) to use commercially reasonable efforts to operate the Trustee under Partnership in the Trust Agreement is authorized to distribute ordinary course in accordance with practices of the Deferred Discount Partnership in effect prior to the Public Shareholders on transactions contemplated by this Agreement, and (iii) to not (A) take or solicit others to take any action, or (B) fail to take any action, in either case, that would cause the Partnership to fail to maximize the Earnout. Notwithstanding any contrary provision of this Agreement, if (i) there is a pro rata basisSale of the Partnership at any time prior to the first anniversary of the Closing Date, the Seller shall receive, at the closing of such Sale of the Partnership, an amount in immediately available funds such that, in the aggregate, the Seller has received a total of one and one-half percent (1.5%) of the gross sales proceeds from all of the orders set forth in attached Exhibit C. For purposes of this Agreement, a “Sale of the Partnership” shall mean a sale of a controlling interest in the Partnership to a third party who is not an affiliate of the Purchaser or a sale of all or substantially all of the assets of the Partnership.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 9.80 per Unit, the amount of the Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option 3,000,000 Optional Securities at the same a purchase price of $9.80 per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO UnitsUnit. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative Representatives to the Company setting forth the number of Option Optional Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Optional Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Optional Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative Representatives in its their absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, Agreement and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO UnitsOptional Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account by wire transfer payable in same-day funds if and when the Company consummates its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust AgreementCompany’s Amended and Restated Memorandum and Articles of Association, as amended from time to timeamended, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Offered Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each the Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $9.800 9.80 per Unit, the amount of the Firm Underwritten Securities set forth opposite such the Underwriter’s name in Schedule I hereto; provided that the purchase price for any . Credit Suisse Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units.(USA) LLC [Pricing Date] (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters Underwriter to purchase, severally and not jointly, purchase up to 7,500,000 4,875,000 Option Securities at the same purchase price per Unit as the Underwriters Underwriter shall pay for the Firm Underwritten Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Underwritten Securities by the UnderwritersUnderwriter. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are Underwriter is exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Units. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a2(a) of this Agreement, and subject to Section 6(hh5(hh), the Company hereby agrees to pay to the Underwriters Underwriter a deferred discount of $0.350 0.35 per Unit (including both Firm Underwritten Securities and Option Securities but excluding any Sponsor IPO UnitsSecurities) purchased hereunder (the “Deferred Discount”). The Underwriters Deferred Discount will be paid directly to the Representative, on behalf of the Underwriter, by the Trustee from amounts on deposit in the Trust Account by wire transfer payable in same-day funds if and when the Company consummates its initial Business Combination, subject to Section 5(hh) hereof. The Underwriter hereby agree agrees that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, Agreement and the funds held under the Trust Agreement are distributed to the holders of the Class A Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters Underwriter will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each the Underwriter, and each the Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 9.80 per Unit, the amount of the Firm Securities set forth opposite such the Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters Underwriter to purchase, severally and not jointly, purchase up to 7,500,000 3,000,000 Option Securities at the same purchase price per Unit as the Underwriters Underwriter shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the UnderwritersUnderwriter. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are Underwriter is exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Units. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters Underwriter a deferred discount of $0.350 0.35 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO UnitsSecurities) purchased hereunder (the “Deferred Discount”). The Underwriters Underwriter hereby agree agrees that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters Underwriter will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 per Unit, the amount of the Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 3,000,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative Representatives in its their absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO UnitsSecurities) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Class A Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 9.80 per Unit, the amount of the Firm Securities Units set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (ba) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Securities 4,500,000 Optional Units at the same purchase price $9.80 per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO UnitsUnit. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities Units by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th forty-fifth (45th) day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities Optional Units as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities Optional Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities Optional Units to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm SecuritiesUnits, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Unitsshares. (cb) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 0.35 per Unit (including both Firm Securities Units and Option Securities but excluding any Sponsor IPO Optional Units) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representative, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account by wire transfer payable in same-day funds if and when the Company consummates its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, Amended and Restated Memorandum and Articles of Association and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities Offered Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, (i) the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at the purchase price of $ per share, the total number of Firm Shares set forth opposite their respective names in Schedule I hereto and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Option Shares as hereinafter provided in this Section 2, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a the purchase price per share set forth in clause (i) of $9.800 per Unitthis sentence, the amount portion of the Firm Securities number of Option Shares as to which such election shall have been exercised (adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying such number by a fraction, the numerator of which is the maximum number of Option Shares set forth opposite such Underwriter’s name in Schedule I hereto; provided that hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The Underwriters agree to offer the Shares to the public as set forth in the Prospectus. The Company hereby grants to the Underwriters the option to purchase, at their election, up to of the Option Shares, at the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number per share specified in the first paragraph of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securitiesthis Section 2, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any sole purpose of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover covering over-allotments in the sale of the Firm Securities by the UnderwritersShares. Said option Such election may be exercised in whole or in part at any time on or before only by written notice from the 45th day Representatives to the Company given within the period of 30 calendar days after the date of the Prospectus upon written this Agreement, which notice by the Representative to the Company setting shall set forth the aggregate number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities Shares to be purchased by each Underwriter shall be based upon and the same percentage of the total number of the date on which such Option Securities Shares are to be purchased delivered, as determined by the several Underwriters Representatives (but in no event earlier than the First Closing Date, as such Underwriter is purchasing of defined in Section 3, or, unless the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Units. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, Representatives and subject to Section 6(hh), the Company hereby agrees to pay to otherwise agree in writing, earlier than two or later than 10 business days after the Underwriters a deferred discount date of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”such notice). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to At the Closing, upon the terms and subject to the conditions and in reliance upon the representations and warranties herein set forthof this Agreement, the Buyer shall purchase from each Company agrees to sell to each UnderwriterStockholder, and each Underwriter agreesCompany Stockholder shall sell, severally convey, transfer, assign and not jointlydeliver to Buyer, to purchase from the Companyfree and clear of all Liens, at a purchase price encumbrances or other defects of $9.800 per Unittitle, the amount all of the Firm Securities issued and outstanding Company Shares held by such Company Stockholder as set forth opposite such Underwriter’s name in on Schedule I 1.1(a) hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject At the Closing, in consideration of the sale, conveyance, transfer, assignment and delivery of the Company Shares and the agreements of the Company Stockholders made in connection with the transactions contemplated hereby, Buyer (i) shall pay each Company Stockholder who is not a Founder Trust an amount in cash equal to such Company Stockholder’s Pro Rata Portion of the Total Closing Consideration and (ii) shall pay each Founder Trust an amount in cash equal to such Founder Trust’s Pro Rata Portion of the Total Closing Consideration less the Share Deduction Amount (the amounts payable pursuant to (i) and (ii) above, the “Closing Cash Consideration”). Concurrently therewith, pursuant to the terms and conditions and of a Restricted Stock Purchase Agreement, in reliance upon the representations and warranties herein set forthform attached hereto as Exhibit B (the “Restricted Stock Purchase Agreement”), Parent, on Buyer’s behalf, shall issue to each Founder Trust that number of shares of Parent Common Stock equal to (i) the Company hereby grants an option quotient of (A) the Share Deduction Amount divided by (B) the Share Purchase Price (the “Parent Closing Shares”). All Dollar amounts shall be rounded to the several Underwriters to purchasenearest one hundredth of a Dollar ($0.01), severally with amounts of $0.005 and not jointlyabove rounded up, up to 7,500,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities and all share amounts shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative rounded down to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Unitsnearest whole share. (c) In Subsequent to the Closing, in addition to the discount from consideration paid to the public offering price represented Company Stockholders pursuant to Section 1.1(b), Buyer shall pay, or Parent, on Buyer’s behalf, shall pay, the Additional Consideration, if any, including, with respect to the Founder Trusts only, the Escrow Shares, to the Company Stockholders in accordance with Sections 8.4(e)(iii)-(iv). The Escrow Shares shall be issued to each Founder Trust in accordance with the terms of the Restricted Stock Purchase Agreements. (d) Each of the Company Stockholders hereby waives all rights of pre-emption or other rights over any of the Company Shares whether conferred by the purchase price set forth Constitution or in any other agreement or understanding with the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh)Company, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights Stockholders or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basisotherwise.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and each Underwriter agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company, Company (x) at a purchase price of $9.800 per Unit% (being the issue price to investors of % less a combined underwriting, management and selling commission of %) of the principal amount thereof plus accrued interest, if any, from , 2012 to the Closing Date (as defined below), the principal amount of the Firm Securities 20 Notes set forth opposite such Underwriter’s name in Schedule I hereto; provided that the 1 hereto and (y) at a purchase price for any Securities that are Sponsor IPO Units shall be $10.000of % (being the issue price to investors of % less a combined underwriting, management and selling commission of %) of the principal amount thereof plus accrued interest, if any, from , 2012 to the Closing Date, the principal amount of the 20 Notes set forth opposite such Underwriter’s name in Schedule 1 hereto. The number Company will not be obligated to deliver any of Sponsor IPO Units the Securities except upon payment for all the Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Unitsprovided herein. (b) Subject The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Securities at the same purchase price per Unit as agrees that the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% may offer and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option sell Securities to be or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities it to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate or through any fractional UnitsUnderwriter. (c) In addition Payment for and delivery of the Securities will be made at 10:00 A.M., New York City time, on , 2012, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”. (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the discount from the public offering price represented account(s) specified by the purchase price set forth Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) The Company acknowledges and agrees that each Underwriter is acting solely in the first sentence capacity of Section 3(aan arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) of this Agreementand not as a financial advisor or a fiduciary to, and subject to Section 6(hh)or an agent of, the Company hereby agrees or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to pay any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriter shall have any responsibility or liability to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding Company with respect thereto. Any review by the Representatives or any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders Underwriter of the Ordinary Shares included in Company, the Securities sold pursuant transactions contemplated hereby or other matters relating to this Agreement (such transactions will be performed solely for the “Public Shareholders”), (i) benefit of the Underwriters will forfeit Representatives or such Underwriter and shall not be on behalf of the Company or any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basisother person.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 9.80 per UnitShare, the amount of the Firm Securities Shares set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth herein, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 6,000,000 Option Securities Shares at the same purchase price per Unit Share as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO UnitsShares. Said This option may be exercised only to cover over-allotments in the sale of the Firm Securities Shares by the Underwriters. Said This option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written or telegraphic notice by the Representative Representatives to the Company setting forth the number of Option Securities Shares as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Each Underwriter shall be based upon purchase the same percentage of the total number of the Option Securities Shares to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm SecuritiesShares, subject to such adjustments as the Representative Representatives in its absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a2(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 0.35 per Unit Share (including for both Firm Securities Shares and Option Securities but excluding any Sponsor IPO UnitsShares) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account by wire transfer if and when the Company consummates an Initial Business Combination in the same percentages of the total number of Firm Shares such Representatives purchased as set forth in Schedule I hereto. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 9.80 per UnitShare, the amount of the Firm Securities Shares set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth herein, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 5,000,000 Option Securities Shares at the same purchase price per Unit Share as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO UnitsShares. Said This option may be exercised only to cover over-allotments in the sale of the Firm Securities Shares by the Underwriters. Said This option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written or telegraphic notice by the Representative Representatives to the Company setting forth the number of Option Securities Shares as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Each Underwriter shall be based upon purchase the same percentage of the total number of the Option Securities Shares to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm SecuritiesShares, subject to such adjustments as the Representative Representatives in its absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a2(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 0.35 per Unit Share (including for both Firm Securities Shares and Option Securities but excluding any Sponsor IPO UnitsShares) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account by wire transfer if and when the Company consummates an Initial Business Combination in the same percentages of the total number of Firm Shares such Representatives purchased as set forth in Schedule I hereto. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 [●] per UnitADS, the amount of the Firm Securities Underwritten ADSs set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 [●] Option Securities ADSs at the same purchase price per Unit share as the Underwriters shall pay for the Firm Securities; provided that if Underwritten ADSs, less an amount per ADS equal to any dividends or distributions declared by the Sponsor or any of its affiliates purchase any Sponsor IPO Units, Company and payable on the number of Ordinary Shares underlying the Underwritten ADSs but not payable on the Ordinary Shares underlying the Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO UnitsADSs. Said option may be exercised only to cover over-allotments in the sale of the Firm Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th 30th day after the date of the Prospectus upon written or telegraphic notice by the Representative to the Company setting forth the number of shares of the Option Securities ADSs as to which the several Underwriters are exercising the option and the settlement date. The maximum number of Option Securities ADSs to be sold by the Company is [●]. In the event that the Underwriters exercise less than their full option to purchase Option ADSs, the number of Option ADSs to be sold by the Company shall be, as nearly as practicable, in the same proportion to each other as are the maximum number of Option ADSs to be sold by the Company and the number of Option ADSs listed opposite their names on Schedule I. The number of Option ADSs to be purchased by each Underwriter shall be based upon the same percentage of the total number of shares of the Option Securities ADSs to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm SecuritiesUnderwritten ADSs, subject to such adjustments as the Representative you in its your absolute discretion shall make to eliminate any fractional UnitsADSs. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a the purchase price of $9.800 per Unit, set forth in Schedule I hereto (the “Purchase Price”) the principal amount of the Firm Securities Offered Notes set forth opposite such Underwriter’s name in Schedule I II hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to In consideration of the terms and conditions and in reliance upon agreements herein by the representations and warranties herein set forthUnderwriters, the Company hereby grants an option will, in accordance with the provisions of this Underwriting Agreement, no later than the Closing Date, pay to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any an aggregate underwriting commission of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 154.5% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date aggregate principal amount of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be Offered Notes purchased by hereunder, in each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate case together with any fractional UnitsVAT or other similar tax chargeable thereon. (c) In addition to the discount from the public offering price represented All sums payable by the purchase price set forth Company under this Underwriting Agreement shall be paid without set-off or counterclaim, and free and clear of and without deduction or withholding for or on account of any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature imposed by Spain, or by any department, agency or other political subdivision or taxing authority thereof, and all interest, penalties or similar liabilities with respect thereto (“Taxes”), unless such deduction or withholding is required by law. If any Taxes are required by law to be deducted or withheld in connection with any such payment, and only in the first sentence case of Section 3(a) payments made to an Underwriter which is resident for tax purposes in a country that has entered into a Double Tax Treaty with Spain and is not acting through a permanent establishment in a Spanish territory through which it will be acting for the purposes of this Underwriting Agreement, and subject to Section 6(hh), the Company hereby agrees will increase the amount payable as may be necessary in order that the net amount of such payment received by the relevant Underwriter after the deduction or withholding shall equal the respective amount that would have been received by such Underwriter in the absence of the deduction or withholding. No additional amounts shall be payable hereunder by the Company to an Underwriter in the event that such Underwriter (a) does not provide the Company, within a reasonable time, a certificate of tax residence within the meaning of the relevant Double Tax Treaty entered into with Spain duly issued by the tax authorities of its country of residence and dated not more than twelve months prior to the date on which the relevant amount is due and payable, or (b) operates through a tax haven jurisdiction (as defined in Royal Decree 1080/1991, of July 5, 1991, as amended). (d) If an Underwriter determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been paid additional amounts pursuant to Section 2(c), it shall pay to the Underwriters a deferred discount Company an amount equal to such refund (but only to the extent of $0.350 per Unit the additional amounts paid under Section 2(c) with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including both Firm Securities Taxes) of such Underwriter and Option Securities but excluding without interest (other than any Sponsor IPO Unitsinterest paid by the relevant jurisdiction with respect to such refund). The Company, upon the request of such Underwriter, shall repay to such Underwriter the amount paid over pursuant to this paragraph (f) purchased hereunder (plus any penalties, interest or other charges imposed by the relevant jurisdiction) in the event that such Underwriter is required to repay such refund to such jurisdiction. Notwithstanding anything to the contrary in this paragraph (f), in no event will the Underwriter be required to pay any amount to the Company pursuant to this paragraph (f) the payment of which would place the Underwriter in a less favorable net after-Tax position than the Underwriter would have been in if the Tax in respect of which additional amounts were paid and giving rise to such refund had not been deducted, withheld or otherwise imposed and the additional amounts paid with respect to such Tax had never been paid. This paragraph shall not be construed to require any Underwriter to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Company or any other person. (e) In connection with the offering of the Offered Notes, [·] (or its agents) on behalf of itself and the other Underwriters (the “Deferred DiscountStabilization Agent”) may, to the extent permitted by applicable laws and regulations, at its discretion, over-allot the Offered Notes, or effect transactions in any over-the-counter market or otherwise, with a view to supporting the market price of the Offered Notes, at a level higher than that which might otherwise prevail in the open market. Such transactions may commence on or after the date of commencement of trading of the Offered Notes on the Nasdaq Global Select Market and will end no later than 30 calendar days after the date of commencement of trading of the Offered Notes on the Nasdaq Global Select Market (the “Stabilization Period”). The In so doing, the Stabilization Agent shall act as principal and not as agent for the Company and any loss resulting from stabilization shall be borne, and any profit arising therefrom shall be beneficially retained, by the Stabilization Agent on behalf of itself and the other Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreementmanner agreed between them. There is no assurance that such transactions will be undertaken and, as amended from time if commenced, they may be discontinued at any time. There shall be no obligation on the Stabilization Agent to timeenter into such transactions. All such stabilization shall be conducted in accordance with applicable laws and regulations (including, when applicable, Commission Regulation (EC) No. 2273/2003). The Company authorizes the Stabilization Agent on behalf of itself and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in other Underwriters to make adequate public disclosure of the Securities sold pursuant to this Agreement information required by Commission Regulation (the “Public Shareholders”), (iEC) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basisNo. 2273/2003.

Purchase and Sale. (a) a. Subject to and on the terms and conditions and in reliance upon the representations and warranties herein set forthforth herein, the Company Investor hereby subscribes for and agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyIssuer, at a purchase price and the Issuer hereby agrees to issue and sell to the Investor, such number of $9.800 per Unit, the amount shares of the Firm Securities set forth opposite such UnderwriterIssuer’s name in Schedule I hereto; provided that common stock, par value $0.00001 per share (the “Common Stock”), as is specified on the signature page hereto (the “Subscribed Shares”) for the purchase price for any Securities that are Sponsor IPO Units shall be $10.000specified on the signature page hereto. The number of Sponsor IPO Units aggregate purchase price to be purchased paid by each Underwriter shall be based the Investor for the Subscribed Shares is referred to herein as the “Subscription Amount.” b. As a condition of and as an inducement to the Investor to purchase the Subscribed Shares, in connection and contingent upon the same percentage purchase of the total number of Subscribed Shares, the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject Issuer will issue to the terms and conditions and in reliance upon the representations and warranties herein set forthInvestor, the Company hereby grants an option to the several Underwriters to purchasefor each two Subscribed Shares, severally and not jointly, up to 7,500,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Units. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”)additional consideration, (i) 0.5 of a share of Common Stock (the Underwriters will forfeit any rights or claims to the Deferred Discount “Common Stock Incentive Shares”) and (ii) 1 share of Series B Preferred Stock (the Trustee under “Series B Preferred Shares”) (the Trust Agreement Common Stock Incentive Shares and the Series B Preferred Shares, together with the Subscribed Shares, the “Securities”). c. The Series B Preferred Stock shall have the rights, terms and conditions set forth with respect to such Series B Preferred Stock in the form of Issuer’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), which is authorized to distribute the Deferred Discount attached hereto as Exhibit A. d. Notwithstanding anything to the Public Shareholders on contrary herein, no fraction of a pro rata basisshare of any Security shall be issued pursuant to this Section 1, and, if the Investor would otherwise be entitled to a fraction of a share of a Security (after aggregating all fractions of a share of that Security), Investor shall instead have the number of shares of that Security issued to the Investor rounded down to the nearest whole number of shares of the Security, without payment in lieu of any such fractional shares.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company forth NPL agrees to sell to each Underwriterand deliver 37,946,876 Offered Shares, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from all, but not less than all, of the CompanyOffered Shares, in the respective percentages set forth opposite each Underwriter’s name in Schedule A hereto, at a purchase price of $9.800 Cdn$13.30 per Unit, Offered Share in the amount case of Offered Shares sold by the Firm Securities set forth opposite such Underwriter’s name Underwriters in Schedule I hereto; provided that the Canadian dollars and a purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units US$9.85 per Offered Share in the case of Offered Shares sold by the Underwriters in U.S. dollars (collectively the “Purchase Price”), to be purchased by each Underwriter shall be based upon paid in the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative manner described in its absolute discretion shall make to eliminate any fractional Sponsor IPO UnitsSection 4. (b) Subject For greater certainty, it is the intention of the parties that the Offered Shares to be delivered and sold by each Selling Shareholder pursuant to the terms of this Agreement shall be Common Shares that will be issued to NOVA and conditions NPL following the date of this Agreement and in reliance upon prior to the representations Closing Date, pursuant to a series of transactions to be entered into among NOVA, NPL and warranties herein set forth, the Company hereby grants an option to (the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Securities at “Reorganization Transaction”). In the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such event that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time Reorganization Transaction is not completed on or before the 45th day after Closing Date, in order to meet their respective obligations hereunder, each Selling Shareholder shall be entitled to sell Common Shares otherwise acquired by them, including any Common Shares owned by them on the date hereof. Nothing in this Agreement shall be construed so as to preclude a Selling Shareholder from dealing in any way with the Common Shares held by it between the date of this Agreement and the Prospectus upon written notice by the Representative Closing Date, including without limitation, a disposition of its currently owned Common Shares pursuant to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional UnitsReorganization Transaction. (c) In addition consideration for the Underwriters’ agreement to purchase the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this AgreementOffered Shares, and subject to Section 6(hh)in consideration for their services hereunder, the Company hereby agrees to NOVA, on its own behalf and on behalf of NPL, shall pay to the Representatives, for the account of the Underwriters, a fee of Cdn$0.532 per Offered Share in the case of Offered Shares sold by the Underwriters in Canadian dollars and a deferred discount fee of $0.350 US$0.394 per Unit Offered Share in the case of Offered Shares sold by the Underwriters in U.S. dollars (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (collectively, the “Deferred DiscountUnderwriting Fee”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject WMB shall use its commercially reasonable efforts to consummate an offering (to be registered under the terms Securities Act) of WMB’s common stock (the “WMB Common Stock”) on or prior to 4:00 p.m., New York City time, on January 16, 2017 (the “Outside Date”) at a public offering price per share of at least $29.60 (the “Minimum Share Price”) and conditions and in reliance upon with net proceeds (inclusive of the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase net proceeds from the CompanyOption Exercise (as defined below), at a purchase price if any) of up to $9.800 per Unit, 3,000,000,000 (the amount of the Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units“WMB Common Stock Offering”). (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth herein, the Company hereby grants an option Partnership agrees to sell the Investor Units to the several Underwriters Investor, and the Investor agrees to purchasepurchase the Investor Units for cash from the Partnership, severally and not jointly, up to 7,500,000 Option Securities at the same a purchase price equal to $36.08586 per Unit as Common Unit, which is equal to the Underwriters shall pay five-day volume-weighted average price of WPZ Common Units for the Firm Securities; provided that if period ending the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after preceding the date hereof, less a discount of 6.5% per Common Unit (the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date“Investor Unit Issuance Price”). The number of Option Securities Investor Units to be purchased by each Underwriter hereunder shall be based upon the same percentage of the total number of the Option Securities equal to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Units. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims net proceeds from the WMB Common Stock Offering, after giving effect to the Deferred Discount underwriting commissions and discounts with respect thereto and other offering expenses as specified in the prospectus filed with the SEC relating to the WMB Common Stock Offering, up to $3,000,000,000 (inclusive of the net proceeds, if any, of the Option Exercise) divided by (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount Investor Unit Issuance Price, with such quotient rounded down to the Public Shareholders on a pro rata basisnearest whole number. Subject to the prior sentence, in the event that the underwriters in the WMB Common Stock Offering (the “Underwriters”) exercise their option to purchase additional shares of WMB Common Stock pursuant to the underwriting agreement entered into between WMB and the Underwriters in connection with the WMB Common Stock Offering (the “Option Exercise”), the Partnership agrees to sell to the Investor, and the Investor agrees to purchase from the Partnership, at the Investor Unit Issuance Price, such additional number of Investor Units (“Option Exercise Investor Units”) equal to (i) the net proceeds from the Option Exercise, after giving effect to the underwriting commissions and discounts with respect thereto, divided by (ii) the Investor Unit Issuance Price, with such quotient rounded down to the nearest whole number. The aggregate cash consideration to be paid by the Investor for the Investor Units (as adjusted pursuant to Section 3(b)) is referred to as the “Cash Consideration.”

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a the purchase price of $9.800 per Unitset forth in Schedule I hereto, the amount number of the Firm Securities set forth opposite such Underwriter’s name in Schedule I II hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject In addition, subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 the number of Option Securities set forth in Schedule I hereto at the same purchase price per Unit share as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th 30th day after the date of the Final Prospectus upon written notice (each, an “Option Exercise Notice”) by the Representative Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement datetime and date of payment and delivery for such Option Securities (each, an “Option Closing Date”). The number of Option Securities to be purchased by each Underwriter on an Option Closing Date shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative you in its your absolute discretion shall make to eliminate any fractional Units. shares. Any Option Closing Date shall be determined by the Representatives, but shall not be later than three Business Days (cas defined below) In addition after the date of the Option Exercise Notice unless otherwise agreed in writing by the parties hereto, nor in any event prior to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hhFirm Closing Date (as defined below), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 9.80 per UnitSAILSM Security, the amount of the Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Optional Securities at the same purchase price $9.80 per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO UnitsSAILSM Security. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Optional Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Optional Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Optional Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 0.35 per Unit SAILSM Security (including both Firm Securities and Option Securities but excluding any Sponsor IPO UnitsOptional Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representative, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account by wire transfer payable in same-day funds if and when the Company consummates its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, Certificate of Incorporation or the Bylaws and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares shares of Class A Common Stock included in the Offered Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. The obligations of the Underwriters to purchase, and the Company to sell, the Underwritten Securities shall be evidenced by the Terms Agreement. The Terms Agreement specifies the principal amount of the Senior Securities or Subordinated Securities, or both, and the number of Debt Warrants, if any, the names of the Underwriters participating in the offering (asubject to substitution as provided in Section 10 hereof) Subject and the principal amount of Underwritten Securities which each Underwriter severally has agreed to purchase, the purchase price to be paid by the Underwriters for the Underwritten Securities, the initial public offering price, if any, of the Underwritten Securities, any delayed delivery arrangements and any terms of the Underwritten Securities not already specified in the Indenture or Warrant Agreement, as the case may be, pursuant to which they are being issued (including, but not limited to, designations, denominations, current ratings, interest rates or formulas and payment dates, maturity dates, conversion provisions, redemption provisions and sinking fund requirements). The several commitments of the Underwriters to purchase Underwritten Securities pursuant to the Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price . Payment of $9.800 per Unit, the amount of the Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for for, and delivery of, any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Underwritten Securities to be purchased by the several Underwriters shall be made at the office of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as such Underwriter is purchasing shall be agreed upon by the Representatives and the Company, at 10:00 AM, New York City time, on the third business day (unless postponed in accordance with the provisions of Section 10) following the date of the Firm SecuritiesTerms Agreement or such other time as shall be agreed upon by the Representatives and the Company (each such time and date being referred to as a “Closing Time”). Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, subject against delivery to the Representatives for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. Delivery of the Underwritten Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If authorized by the Terms Agreement, the Underwriters named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts (“Delayed Delivery Contracts”) substantially in the form of Exhibit A hereto with such adjustments changes therein as the Representative in its absolute discretion shall make to eliminate any fractional Units. (c) In addition Company may approve. As compensation for arranging Delayed Delivery Contracts, the Company will pay to the discount from Representatives at Closing Time, for the public offering price represented by accounts of the purchase price Underwriters, a fee equal to that percentage of the principal amount of Senior Securities or Subordinated Securities or based on the number of Debt Warrants, as the case may be, for which Delayed Delivery Contracts are made at Closing Time as is specified in the Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors of the types set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), Prospectus. At Closing Time the Company hereby agrees to pay to will enter into Delayed Delivery Contracts (for not less than the minimum principal amount of Senior Securities or Subordinated Securities or number of Debt Warrants per Delayed Delivery Contract specified in the applicable Terms Agreement) with all purchasers proposed by the Underwriters a deferred discount and previously approved by the Company as provided below, but not for an aggregate principal amount of $0.350 per Unit (including both Firm Senior Securities and Option or Subordinated Securities but excluding any Sponsor IPO Units) purchased hereunder (or number of Debt Warrants in excess of that specified in the “Deferred Discount”)Terms Agreement. The Underwriters hereby agree will not have any responsibility for the validity or performance of Delayed Delivery Contracts. The Representatives shall submit to the Company, at least three business days prior to Closing Time, the names of any institutional investors with which it is proposed that if no Business Combination is consummated within the time period provided in Company will enter into Delayed Delivery Contracts and the Trust Agreement, as amended from time principal amount of Senior Securities or Subordinated Securities or number of Debt Warrants to timebe purchased by each of them, and the funds held under Company will advise the Trust Agreement are distributed Representatives, at least two business days prior to Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the principal amount of Senior Securities or Subordinated Securities or number of Debt Warrants to be covered by each such Delayed Delivery Contract. The principal amount of Senior Securities or Subordinated Securities or number of Debt Warrants agreed to be purchased by the respective Underwriters pursuant to the holders Terms Agreement shall be reduced by the principal amount of Senior Securities or Subordinated Securities or number of Debt Warrants, as the Ordinary Shares included case may be, covered by Delayed Delivery Contracts, as to each Underwriter as set forth in a written notice delivered by the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims Representatives to the Deferred Discount and (ii) Company; provided, however, that the Trustee under total principal amount of Senior Securities or Subordinated Securities or number of Debt Warrants to be purchased by all Underwriters shall be the Trust Agreement is authorized to distribute total amount of Senior Securities or Subordinated Securities or number of Debt Warrants covered by the Deferred Discount to applicable Terms Agreement, less the Public Shareholders on a pro rata basisprincipal amount of Senior Securities or Subordinated Securities or number of Debt Warrants, as the case may be, covered by Delayed Delivery Contracts.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 24.00 per Unitshare (representing a public offering price of $25.00 per share, less an underwriting discount of $1.00 per share), the amount of the Firm Securities Shares set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Securities 150,000 Additional Shares in the aggregate at the same purchase price per Unit share as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO UnitsShares. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities Shares by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th 30th day after the date of the Prospectus hereof upon written or telegraphic notice by the Representative to the Company setting forth the number of Option Securities shares of the Additional Shares as to which the several Underwriters are exercising the option and the settlement dateDate of Delivery. The number of Option Securities Additional Shares to be purchased by each Underwriter shall be based upon the same percentage of the total number of shares of the Option Securities Additional Shares to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm SecuritiesShares, subject to such adjustments as the Representative you in its your absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (ai) Subject to the terms and conditions and in reliance upon the representations representations, warranties and warranties covenants herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally severally, but not jointly or jointly and not jointlyseverally, to purchase from the Company, at a purchase price of $9.800 o per Offered Unit, the amount of the Firm Securities Offered Units set forth opposite such Underwriter’s 's name in Schedule I hereto; provided that . (ii) Subject to the terms and conditions and in reliance upon the representations, warranties and covenants herein set forth, the Company hereby grants to the Underwriters the Over-Allotment Option to purchase, severally, but not jointly or jointly and severally, the Additional Units at the same purchase price per share as the Underwriters shall pay for the Offered Units. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Offered Units by the Underwriters. The Over-Allotment Option may be exercised in whole or in part at any Securities that time on or before the 30th day after Closing upon written notice by the Representative to the Company setting forth the number of Additional Units as to which the several Underwriters are Sponsor IPO Units exercising the Over-Allotment Option and the settlement date, which settlement date shall be $10.000a Business Day (i) no earlier than two Business Days after such notice has been given (and, in any event, no earlier than the Closing Date) and (ii) no later than seven Business Days after such notice has been given. The maximum number of Additional Units to be sold by the Company is o. The number of Sponsor IPO Additional Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Offered Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm SecuritiesOffered Units, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only agree to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative make with respect to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Unitssecurities. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 9.45 per Unit, the amount of the Firm Securities Units set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Securities 4,500,000 Optional Units at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities Optional Units as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities Optional Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities Optional Units to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm SecuritiesUnits, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a2(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 0.35 per Unit (including both Firm Securities Units and Option Securities but excluding any Sponsor IPO UnitsOptional Units purchased hereunder) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 per Unit, the amount of the Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 8,625,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative Representatives in its their absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO UnitsSecurities) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each the Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $9.800 9.80 per Unit, the amount of the Firm Securities set forth opposite such the Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters Underwriter to purchase, severally and not jointly, purchase up to 7,500,000 Option 3,000,000 Optional Securities at the same purchase price $9.80 per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO UnitsUnit. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the UnderwritersUnderwriter. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Optional Securities as to which the several Underwriters Underwriter are exercising the option and the settlement date. The number of Option Optional Securities to be purchased by each the Underwriter shall be based upon the same percentage of the total number of the Option Optional Securities to be purchased by the several Underwriters Underwriter as such the Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters Underwriter a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO UnitsOptional Securities) purchased hereunder (the “Deferred Discount”). The Underwriters Deferred Discount will be paid directly to the Representative, on behalf of the Underwriter, by the Trustee from amounts on deposit in the Trust Account by wire transfer payable in same-day funds if and when the Company consummates its initial Business Combination. The Underwriter hereby agree agrees that if no Business Combination is consummated within the time period provided in the Trust AgreementCompany’s Amended and Restated Certificate of Incorporation, as amended from time to timeamended, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares shares of Common Stock included in the Offered Securities sold pursuant to this Agreement (the “Public ShareholdersStockholders”), (i) the Underwriters Underwriter will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole discretion of the Company after consultation with the Representative, a portion of the Deferred Discount up to $0.175 per Unit in the aggregate, or up to $3,500,000 (or $4,025,000 if the Underwriter’s over-allotment option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth in this Underwriting Agreement, the Company agrees agrees, on the Closing Date, to issue and sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 €[·] per UnitClass B Share (the “Purchase Price”), the amount of the Firm Securities Underwritten Shares, in the form of Class B Shares or ADSs, set forth opposite such Underwriter’s name in Schedule I hereto; provided to this Underwriting Agreement. In connection with the offering, each Underwriter and any controlling entities and/or any of its affiliates acting as an investor for its own account may take up Underwritten Shares and in that capacity may retain, purchase or sell for its own account such Underwritten Shares and any securities of the purchase price for Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the offering. Accordingly, references herein or in the Disclosure Package, the Prospectus, the Spanish Documents or the Folleto to the Underwritten Shares being offered or placed should be read as including any Securities that are Sponsor IPO Units shall be $10.000offering or placement of such Underwritten Shares to the Underwriters and any relevant affiliate acting in such capacity. The number Underwriters do not intend to disclose the extent of Sponsor IPO Units any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Unitsdo so. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth in this Underwriting Agreement, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 [·] Option Securities Shares at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO UnitsPurchase Price. Said option (the “Over-allotment Option”) may be exercised only to cover over-allotments in the sale of the Firm Securities Underwritten Shares by the Underwriters. Said option The Over-allotment Option may be exercised by the Representatives, on behalf of the Underwriters, in whole or in part part, only once, at any time on or before the 45th 30th day after the date of the Prospectus this Underwriting Agreement upon written or telegraphic notice by the Representative Representatives to the Company setting forth the number of shares of the Option Securities Shares as to which the several Underwriters are exercising the option Over-allotment Option and the settlement date on which such Option Shares are to be subscribed and paid for (any such date, an “Option Closing Date”). The number of Option Securities Shares to be purchased by each Underwriter shall be based upon the same percentage of the total number of shares of the Option Securities Shares to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm SecuritiesUnderwritten Shares, subject to such adjustments as the Representative you in its your absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition With respect to all or any portion of the discount from the public offering price represented Offered Shares to be purchased by the purchase price set forth in the first sentence of Section 3(aUnderwriters pursuant to Sections 2(a) of this Agreement, and subject to Section 6(hh2(b), the Representatives, on behalf of the Underwriters, may elect to have ADSs delivered and paid for hereunder in lieu of, and in satisfaction of, the Company’s obligation to sell to the Underwriters, and the Underwriters’ several obligation to purchase, such Offered Shares. (d) In consideration of the agreements herein by the Underwriters, the Company hereby agrees will, in accordance with the provisions of this Underwriting Agreement, no later than the Closing Time (or, with respect to the Option Shares (if the option provided for in Section 2(b) hereof shall have been exercised after the date of this Underwriting Agreement), the Option Closing Date), pay to the Underwriters an aggregate underwriting commission of 4.5% of the amount equal to the Purchase Price multiplied by the aggregate number of Class B Shares purchased hereunder pursuant to Section 2(a) and 2(b), together with any VAT or other similar tax chargeable thereon. (e) All sums payable by the Company under this Underwriting Agreement shall be paid without set-off or counterclaim, and free and clear of and without deduction or withholding for or on account of any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature imposed by Spain, or by any department, agency or other political subdivision or taxing authority thereof, and all interest, penalties or similar liabilities with respect thereto (“Taxes”), unless such deduction or withholding is required by law. If any Taxes are required by law to be deducted or withheld in connection with any such payment, and only in the case of payments made to an Underwriter which is resident for tax purposes in a deferred discount country that has entered into a Double Tax Treaty with Spain and is not acting through a permanent establishment in a Spanish territory through which it will be acting for the purposes of $0.350 per Unit this Underwriting Agreement, the Company will increase the amount payable as may be necessary in order that the net amount of such payment received by the relevant Underwriter after the deduction or withholding shall equal the respective amount that would have been received by such Underwriter in the absence of the deduction or withholding. No additional amounts shall be payable hereunder by the Company to an Underwriter in the event that such Underwriter (a) does not provide the Company, within a reasonable time, a certificate of tax residence within the meaning of the relevant Double Tax Treaty entered into with Spain duly issued by the tax authorities of its country of residence and dated not more than twelve months prior to the date on which the relevant amount is due and payable, or (b) operates through a tax haven jurisdiction (as defined in Royal Decree 1080/1991, of July 5, 1991, as amended). (f) If an Underwriter determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been paid additional amounts pursuant to Section 2(e), it shall pay to the Company an amount equal to such refund (but only to the extent of the additional amounts paid under Section 2(e) with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including both Firm Securities Taxes) of such Underwriter and Option Securities but excluding without interest (other than any Sponsor IPO Unitsinterest paid by the relevant jurisdiction with respect to such refund). The Company, upon the request of such Underwriter, shall repay to such Underwriter the amount paid over pursuant to this paragraph (f) purchased hereunder (plus any penalties, interest or other charges imposed by the relevant jurisdiction) in the event that such Underwriter is required to repay such refund to such jurisdiction. Notwithstanding anything to the contrary in this paragraph (f), in no event will the Underwriter be required to pay any amount to the Company pursuant to this paragraph (f) the payment of which would place the Underwriter in a less favorable net after-Tax position than the Underwriter would have been in if the Tax in respect of which additional amounts were paid and giving rise to such refund had not been deducted, withheld or otherwise imposed and the additional amounts paid with respect to such Tax had never been paid. This paragraph shall not be construed to require any Underwriter to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Company or any other person. (g) In connection with the offering of the Offered Shares, [·] (or its agents) on behalf of itself and the other Underwriters (the “Deferred DiscountStabilization Agent”) may, to the extent permitted by applicable laws and regulations, at its discretion, over-allot Class B Shares (including in the form of ADSs), or effect transactions in any over-the-counter market or otherwise, with a view to supporting the market price of the Class B Shares (including in the form of ADSs), at a level higher than that which might otherwise prevail in the open market. Such transactions may commence on or after the date of commencement of trading of the Offered Shares on the Madrid and Barcelona Stock Exchanges and the ADSs on the Nasdaq Global Select Market and will end no later than 30 calendar days after the date of commencement of trading of the Offered Shares on the Madrid and Barcelona Stock Exchanges and the ADSs on the Nasdaq Global Select Market (the “Stabilization Period”). The In so doing, the Stabilization Agent shall act as principal and not as agent for the Company and any loss resulting from stabilization shall be borne, and any profit arising therefrom shall be beneficially retained, by the Stabilization Agent on behalf of itself and the other Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreementmanner agreed between them. There is no assurance that such transactions will be undertaken and, as amended from time if commenced, they may be discontinued at any time. There shall be no obligation on the Stabilization Agent to timeenter into such transactions . All such stabilization shall be conducted in accordance with applicable laws and regulations (including, when applicable, Commission Regulation (EC) No. 2273/2003). The Company authorizes the Stabilization Agent on behalf of itself and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in other Underwriters to make adequate public disclosure of the Securities sold pursuant to this Agreement information required by Commission Regulation (the “Public Shareholders”), (iEC) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basisNo. 2273/2003.

Purchase and Sale. (a) Subject On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriterof the Underwriters, severally and not jointly, and each such Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price the respective number of $9.800 per Unit, the amount of the Firm Securities Shares set forth opposite such Underwriter’s the name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing below at a price of $ per share (the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units.“Purchase Price”). [ ] [ ] [ ] Total (b) Subject to On the terms and conditions and in reliance upon basis of the representations and warranties herein set forthcontained in this Agreement, and subject to its terms and conditions, the Company hereby grants an option agrees to sell to the several Underwriters the Option Shares, and the Underwriters shall have a right to purchase, severally and not jointly, up to 7,500,000 the Option Securities Shares at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Purchase Price. Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option Shares may be exercised only to cover over-allotments purchased as provided in the sale of the Firm Securities by the Underwriters. Said option may be exercised this paragraph 4 in whole or in part at from time to time, on the Closing Date and up to two times thereafter as provided herein, solely for the purpose of covering overallotments made in connection with the offering of the Firm Shares. If any time Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears approximately the same proportion to the total number of Option Shares to be purchased as the number of Firm Shares set forth in paragraph 4(a) opposite the name of such Underwriter bears to the total number of Firm Shares. (c) The Company hereby agrees that, without the prior written consent of the Representative, it will not during the period ending ___days after the date of this Agreement (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of or otherwise transfer or dispose of, directly or indirectly, or to register or announce the sale or offering of any shares of preferred stock of the Company or any securities convertible into or exercisable or exchangeable for such preferred stock or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequences of ownership of such preferred stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of such preferred stock or such other securities, in cash or otherwise. (d) The foregoing subparagraph (c) shall not apply to (i) the Shares to be sold hereunder; (ii) the issuance by the Company of shares of preferred stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing and to which the Representative has consented; and (iii) agreements or before arrangements in connection with acquisition transactions involving the 45th day issuance or sale of shares of preferred stock or relating to options, rights, warrants or any securities convertible into or exercisable or exchangeable for shares of preferred stock, where the acquisition transactions are consummated more than ___days after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional UnitsProspectus. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth in this Underwriting Agreement, the Company agrees Selling Shareholder agrees, on the Closing Date, to sell to each Underwriterenter into the transactions prescribed by Section 3 hereof, and each Underwriter agrees, severally and not jointly, to purchase from pay to the CompanySelling Shareholder, at a purchase price of $9.800 [—] per UnitShare (the “Purchase Price”), the amount of the Firm Securities Underwritten Shares set forth opposite such Underwriter’s name in Schedule I hereto; provided to this Underwriting Agreement. In connection with the offering, each Underwriter and any controlling entities and/or any of its affiliates acting as an investor for its own account may take up Underwritten Shares and in that capacity may retain, purchase or sell for its own account such Underwritten Shares and any securities of the purchase price for Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the offering. Accordingly, references herein or in the Disclosure Package or the Prospectus to the Underwritten Shares being offered or placed should be read as including any Securities that are Sponsor IPO Units shall be $10.000offering or placement of such Underwritten Shares to the Underwriters and any relevant affiliate acting in such capacity. The number Underwriters do not intend to disclose the extent of Sponsor IPO Units any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Unitsdo so. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth in this Underwriting Agreement, the Company Selling Shareholder hereby grants an option to the several Underwriters for the delivery of up to purchase[—] Option Shares in the manner prescribed by Section 3 hereof, severally and not jointly, up to 7,500,000 Option Securities at the same purchase price Purchase Price per Unit as share less an amount per share equal to any dividends or distributions declared by the Underwriters shall pay for Company and payable on the Firm Securities; provided that if Underwritten Shares but not payable on the Sponsor or any of its affiliates purchase any Sponsor IPO Units, Option Shares (the number of “Option”). The Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in by the sale Representatives, on behalf of the Firm Securities by the Underwriters. Said option may be exercised , in whole or in part at any time on or before the 45th 30th day after the date of the Prospectus upon written or telegraphic notice by the Representative Representatives to the Company Selling Shareholder setting forth the number of shares of the Option Securities Shares as to which the several Underwriters are exercising the option Option and the settlement datedate and time on which such Option Shares are to be sold and paid for (any such date and time of delivery and payment, an “Option Closing Date”). The maximum number of Option Securities Shares which the Selling Shareholder agrees to deliver pursuant to this Section 2(b) hereof is set forth in Schedule II hereto. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be based upon the same percentage of the total number of shares of the Option Securities Shares to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm SecuritiesUnderwritten Shares (or such number as increased as set forth in Section 9 hereof), subject to such adjustments as the Representative you in its your absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition All sums payable by the Company and the Selling Shareholder under this Underwriting Agreement shall be paid without set-off or counterclaim, and free and clear of and without deduction or withholding for or on account of any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature and all interest, penalties or similar liabilities with respect thereto, unless such deduction or withholding is required by law. If the Company or the Selling Shareholder is required by law to deduct or withhold for or on account of tax from a payment made under this Underwriting Agreement, the Company and/or the Selling Shareholder, as applicable, shall pay such additional amounts as may be necessary so that the net amount received by the recipient of the payment is equal to the discount from amount the public offering price represented recipient would have received if such deduction or withholding had not been so required. (d) If the recipient of a payment made under this Underwriting Agreement determines that it has received a credit for or refund of any tax payable by it by reason of any deduction or withholding for or on account of tax in respect of which an additional amount has been paid pursuant to Section 2(c) above, then it shall reimburse to the purchase price set forth other party such part of such additional amounts as the recipient of the payment determines will leave it (after such reimbursement) in no better and no worse position than it would have been if the first sentence other party had not been required to make such deduction or withholding. Nothing in Section 2(c) or (d) shall oblige a recipient to disclose to any person its tax affairs or any information it reasonably considers confidential, or shall interfere with the right of Section 3(athe recipient to arrange its tax affairs in whatever manner it thinks fit, or shall require any recipient to take any action to determine whether any tax credit or refund has been obtained. (e) Where the Company or, as the case may be, the Selling Shareholder is obliged to pay any fee, commission or other sum to the Representatives (on behalf of the Underwriters) or to any Underwriter or other indemnified party pursuant to this Underwriting Agreement or in connection with the offer of the Offered Shares, and any amount in respect of VAT is properly charged on it, the Company or the Selling Shareholder (whichever is required to make the payment) shall also pay to the recipient an amount equal to the VAT payable on receipt of a valid VAT invoice. (f) Where, pursuant to this Underwriting Agreement, a sum is paid or reimbursed to the Representatives (on behalf of the Underwriters) or to any Underwriter (for the purposes of this AgreementSection 2(f) only, and subject to Section 6(hheach a payee), the Company hereby agrees to or, as the case may be, the Selling Shareholder shall also pay to such payee in respect of VAT: (i) to the Underwriters extent the sum represents a deferred discount reimbursement of $0.350 per Unit a cost, charge or expense (except where (ii) below applies), such amount as equals any VAT charged to the payee (including both Firm Securities where an amount in respect of VAT arises under a reverse charge mechanism) in respect of that cost, charge or expense and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (which the “Deferred Discount”). The Underwriters hereby agree payee states is not recoverable by it by repayment or credit, that if no Business Combination is consummated within the time period provided statement to be conclusive save in the Trust Agreementcase of manifest error; and (ii) where any payment or reimbursement is in respect of or indemnification for costs, charges or expenses incurred by the payee as agent for the Company or, as amended from time to timethe case may be, the Selling Shareholder, and the funds held under the Trust Agreement are distributed to the holders except where section 47(2A) or section 47(3) of the Ordinary Shares UK Value Added Tax Act 1994 (or equivalent provisions in any other jurisdiction) applies, such amount as equals the amount included in the Securities sold pursuant costs, charges and expenses in respect of VAT, provided that in such a case the payee will use reasonable endeavours to this Agreement (procure that the “Public Shareholders”), (i) actual supplier of the Underwriters will forfeit any rights or claims goods and services which the payee received as agent issues its own VAT invoice directly to the Deferred Discount and (ii) Company or, as the Trustee under case may be, the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basisSelling Shareholder.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 9.80 per UnitSAILSM Security, the amount of the Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option 5,250,000 Optional Securities at the same purchase price $9.80 per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO UnitsSAILSM Security. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Optional Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Optional Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Optional Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and the Company hereby agrees to pay, subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 0.35 per Unit SAILSM Security (including both Firm Securities and Option Securities but excluding any Sponsor IPO UnitsOptional Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representative, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account by wire transfer payable in same-day funds if and when the Company consummates its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, Certificate of Incorporation or the Bylaws and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares shares of Class A Common Stock included in the Offered Securities sold pursuant to this Agreement (the “Public ShareholdersStockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders Stockholders on a pro rata basis.

Purchase and Sale. (a) Subject to Upon the terms and subject to the conditions of this Agreement, at each Closing, (i) each Investor, severally but not jointly, agrees to subscribe for and in reliance upon the representations purchase, and warranties herein set forth, the Company agrees to issue and sell to each Underwritersuch Investor, and each Underwriter agrees, severally and not jointly, to purchase from the Company, number of Series A Preferred Shares set forth opposite such Investor’s name on Schedule III (the “Subscription Shares”) at a per-share purchase price of $9.800 per Unit9.973432, with full rights attached to such Shares and free and clear of Liens; and (ii) each Investor, severally but not jointly, agrees to purchase, and each Seller, jointly and severally, agrees to sell to such Investor, the amount number of the Firm Securities Ordinary Shares set forth opposite such UnderwriterInvestor’s name in on Schedule I hereto; provided that III (the “Sale Shares”) at a per-share purchase price for any Securities that are Sponsor IPO Units of $7.844860, with full rights attached to such Shares and free and clear of Liens. The purchase price per share in US Dollars to be paid by each Investor to the Company or Sellers (as the case may be) at each Closing shall be $10.000. The subject to adjustment as provided in Section 2.03 and the number of Sponsor IPO Units Subscription Shares and Sale Shares to be purchased by each Underwriter Investor at each Closing shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Unitsadjusted accordingly. (b) Subject to In the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or case where a Seller breaches any of its affiliates purchase any Sponsor IPO Unitsobligation under this Agreement, without prejudice to the number of Option Securities other provisions under this Agreement, each Investor shall have a right but no obligation to elect to continue to consummate the Closings (“Electing Investor”) and perform its obligations under this Agreement with respect to the Sale Shares to be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities sold by the Underwriters. Said option may be exercised other Sellers who are not in whole or breach in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement dateaccordance with this Section 2.01. The number of Option Securities Sale Shares to be purchased by each Underwriter Electing Investor as set out in Schedule III (subject to adjustment as provided in Section 2.03) shall be based upon reduced pro-rata or as otherwise agreed between the same percentage Electing Investors. However, such election by the Electing Investors shall not diminish or otherwise affect any of the total number of Investors’ rights for any claims under this Agreement and/or all Applicable Laws with respect to the Option Securities to be purchased breach by the several Underwriters as such Underwriter is purchasing relevant Seller. For the avoidance of the Firm Securitiesdoubt, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Units. (c) In addition to the discount from the public offering price represented breach by the purchase price set forth in Seller(s) do not reduce, release or otherwise vary the first sentence of Section 3(a) of Company or the other Sellers from their respective obligations under this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $9.800 9.80 per Unit, the amount of the Firm Underwritten Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 3,750,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Underwritten Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Underwritten Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a2(a) of this Agreement, and subject to Section 6(hh5(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 0.35 per Unit (including both Firm Underwritten Securities and Option Securities but excluding any Sponsor IPO UnitsSecurities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representative, on behalf of the Underwriter, by the Trustee from amounts on deposit in the Trust Account by wire transfer payable in same-day funds if and when the Company consummates its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of U.S. $9.800 9.80 per Unit, the amount of the Firm Underwritten Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 5,250,000 Option Securities at the same purchase price $9.80 per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO UnitsUnit. Said option may be exercised only to cover over-allotments in the sale of the Firm Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Underwritten Securities, subject to such adjustments as the Representative Representatives in its their absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price Purchase Price set forth in the first sentence of Section 3(a2(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters Underwriters, in the case of the Underwritten Securities and the Option Securities, a deferred discount of U.S. $0.350 0.35 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) Unit, in each case, purchased hereunder (the “Deferred Discount”). Unless agreed to by the parties, the Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the trustee from amounts on deposit in the Trust Account if and when the Company consummates a Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, Company’s Amended and Restated Certificate of Incorporation (as such time period may be amended from time to time, ) and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public ShareholdersStockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basisStockholders in accordance with the Company’s Amended and Restated Certificate of Incorporation.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth and on the basis of the representations, warranties and agreements herein contained, (a) the Company agrees to sell to each Underwriterof the Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price per share of $9.800 per Unit21.878875 (the “Purchase Price”), the amount number of the Firm Securities Shares set forth opposite the name of such Underwriter’s name Underwriter in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. hereto and (b) Subject in the event and to the terms and conditions and in reliance upon extent that the representations and warranties herein set forthRepresentatives shall exercise the election to purchase Option Shares as provided below, the Company hereby grants an option agrees to sell to each of the several Underwriters, and each of the Underwriters to purchaseagrees, severally and not jointly, up to 7,500,000 Option Securities purchase from the Company, at the same purchase price Purchase Price (less an amount per Unit as share equal to any dividends or distributions declared by the Underwriters shall pay for Company and payable on the Firm Securities; provided that if Shares but not payable on the Sponsor or any of its affiliates purchase any Sponsor IPO UnitsOption Shares), the number of Option Securities shall Shares (to be reduced such that adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying the number of Option Securities Shares as to which such election shall equal have been exercised by a fraction the product numerator of (x) 15% and (y) which is the aggregate number of Firm Units less Shares to be purchased by such Underwriter and the denominator of which is the aggregate number of Sponsor IPO UnitsFirm Shares. Said option may be exercised only The Company hereby grants to cover over-allotments in the sale of Underwriters the Firm Securities right to purchase at their election up to 1,200,000 Option Shares, at the Purchase Price less an amount per share equal to any dividends or distributions declared by the UnderwritersCompany and payable on the Shares but not payable on the Option Shares. Said The option granted in this Section 1 will expire 30 calendar days after the date of this underwriting agreement (the “Agreement”) or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter when the New York Stock Exchange (“NYSE”) is open for trading (the “Exercise Period). Such option to acquire the Option Shares may be exercised in whole or in part at any from time on to time only by written notice from the Representatives to the Company, given within the Exercise Period, and setting forth the aggregate number of Option Shares to be purchased and the Option Closing Date (as defined herein), as determined by the Representatives but in no event earlier than the Closing Date (as defined herein) or, unless the Representatives and the Company otherwise agree in writing, earlier than two or before the 45th day later than ten business days after the date of the Prospectus upon written notice by the Representative such notice. Notwithstanding anything to the Company setting forth contrary herein, the number obligations of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter under this Agreement shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Unitsand not joint. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, Company (i) at a purchase price of $9.800 3.3425 per Unitshare, the amount of the Firm Underwritten Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that the hereto and (ii) at a purchase price for any of $3.50 per share, the amount of the Underwritten Securities that are Sponsor IPO Units shall be $10.000. The set forth opposite such Underwriter’s name in Schedule II hereto, such number of Sponsor IPO Units underwritten securities allocated to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative persons listed in its absolute discretion shall make to eliminate any fractional Sponsor IPO UnitsSchedule II hereto. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 3,000,000 Option Securities at the same purchase price per Unit share as the Underwriters shall pay for the Firm Underwritten Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th 30th day after the date of the Prospectus upon written or telegraphic notice by the Representative Representatives to the Company setting forth the number of shares of the Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of shares of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Underwritten Securities, subject to such adjustments as the Representative Representatives in its absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 per Unit, the amount of the Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 5,625,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative Representatives in its absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO UnitsSecurities) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and ------------------ in reliance upon the representations and warranties herein set forthforth herein, the Company agrees each Selling Stockholder agrees, severally and not jointly, to sell to each Underwriterthe U.S. Underwriters the number of U.S. Underwritten Securities set forth opposite the name of such Selling Stockholder in Schedule II hereto, and each U.S. Underwriter agrees, severally and not jointly, to purchase from the CompanySelling Stockholders, at a purchase price of $9.800 [ ] per Unitshare, the amount number of the Firm U.S. Underwritten Securities set forth opposite such U.S. Underwriter’s 's name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth herein, the Company Principal Selling Stockholder hereby grants an option to the several U.S. Underwriters to purchase, severally and not jointly, up to 7,500,000 an aggregate of [ ] U.S. Option Securities at the same purchase price of [ ] per Unit share as the U.S. Underwriters shall pay for the Firm U.S. Underwritten Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm U.S. Underwritten Securities by the U.S. Underwriters. Said option may be exercised in whole or in part at any time (but not more than once) on or before the 45th 30th day after the date of the U.S. Prospectus upon written or telegraphic notice by the Representative U.S. Representatives to the Company and the Principal Selling Stockholder setting forth the number of shares of the U.S. Option Securities as to which the several U.S. Underwriters are exercising the option and the settlement date. The number of U.S. Option Securities to be purchased by each U.S. Underwriter shall be based upon the same percentage of the total number of shares of the U.S. Option Securities to be purchased by the several U.S. Underwriters as such U.S. Underwriter is purchasing of the Firm U.S. Underwritten Securities, subject to such adjustments as the Representative you in its your absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth and on the basis of the representations, warranties and agreements herein contained, (a) the Company agrees to sell to each Underwriterof the Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price per share of $9.800 per Unit33.13 (the “Purchase Price”), the amount number of the Firm Securities Shares set forth opposite the name of such Underwriter’s name Underwriter in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. hereto and (b) Subject in the event and to the terms and conditions and in reliance upon extent that the representations and warranties herein set forthUnderwriters shall exercise the election to purchase Option Shares as provided below, the Company hereby grants an option agrees to sell to each of the several Underwriters, and each of the Underwriters to purchaseagrees, severally and not jointly, up to 7,500,000 Option Securities purchase from the Company, at the same purchase price Purchase Price (less an amount per Unit as share equal to any dividends or distributions declared by the Underwriters shall pay for Company and payable on the Firm Securities; provided that if Shares but not payable on the Sponsor or any of its affiliates purchase any Sponsor IPO UnitsOption Shares), the number of Option Securities shall Shares (to be reduced such that adjusted by the Underwriters so as to eliminate fractional shares) determined by multiplying the number of Option Securities Shares as to which such election shall equal have been exercised by a fraction the product numerator of (x) 15% and (y) which is the aggregate number of Firm Units less Shares to be purchased by such Underwriter and the denominator of which is the aggregate number of Sponsor IPO UnitsFirm Shares. Said option may be exercised only The Company hereby grants to cover over-allotments in the sale of Underwriters the Firm Securities right to purchase at their election up to 1,200,000 Option Shares, at the Purchase Price less an amount per share equal to any dividends or distributions declared by the UnderwritersCompany and payable on the Shares but not payable on the Option Shares. Said The option granted in this Section 1 will expire 30 calendar days after the date of this underwriting agreement (the “Agreement”) or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter when the New York Stock Exchange (“NYSE”) is open for trading (the “Exercise Period). Such option to acquire the Option Shares may be exercised in whole or in part at any from time on to time only by written notice from the Underwriters to the Company, given within the Exercise Period, and setting forth the aggregate number of Option Shares to be purchased and the Option Closing Date (as defined herein), as determined by the Underwriters but in no event earlier than the Closing Date (as defined herein) or, unless the Underwriters and the Company otherwise agree in writing, earlier than two or before the 45th day later than ten business days after the date of the Prospectus upon written notice by the Representative such notice. Notwithstanding anything to the Company setting forth contrary herein, the number obligations of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter under this Agreement shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Unitsand not joint. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, (i) the Firm Shares at a purchase price of $9.800 0.139407 per Unitshare, (ii) the Pre-Funded Warrants at a purchase price of $0.139314 per warrant and (iii) the Firm Common Warrants at a purchase price of $0.000093 per warrant, the amount respective amounts of the Firm Securities Shares, the Pre-Funded Warrants and the Firm Common Warrants set forth opposite such Underwriter’s name in Schedule I hereto; provided that the . The aggregate purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased paid by the several Underwriters as such Underwriter is purchasing in respect of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion Securities shall make to eliminate any fractional Sponsor IPO Unitsbe $13,943,152.15. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 15,000,000 Option Securities Shares and/or (at the option of the Underwriters) (ii) up to 15,000,000 Option Common Warrants, at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written or telegraphic notice by the Representative to the Company setting forth the number of shares of the Option Securities Shares and/or Option Common Warrants as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities Shares and/or Option Common Warrants to be purchased by each Underwriter shall be based upon the same percentage of the total number of shares of the Option Securities Shares and Option Common Warrants to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make needed to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 per Unit, the amount of the Firm Securities Units set forth opposite such Underwriter’s name in Schedule I hereto; provided provided, that any Directed Units sold in the purchase price for any Securities that are Sponsor IPO Units Directed Unit Program shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Directed Unit Underwriter is purchasing at a purchase price of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units$10.000 per Directed Unit. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Securities 4,125,000 Optional Units at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities Optional Units as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities Optional Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities Optional Units to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm SecuritiesUnits, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a2(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 0.35 per Unit (including both Firm Securities Units and Option Securities Optional Units, but excluding any Sponsor IPO not including the Directed Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares Common Stock included in the Securities Units sold pursuant to this Agreement (the “Public ShareholdersStockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders Stockholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth in this U.S. Underwriting Agreement, the Company agrees to sell to each U.S. Underwriter, and each U.S. Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 17.76 per Unitshare, the amount of the Firm U.S. Underwritten Securities set forth opposite such U.S. Underwriter’s 's name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Unitsthis U.S. Underwriting Agreement. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth in this U.S. Underwriting Agreement, the Company hereby grants an option to the several U.S. Underwriters to purchase, severally and not jointly, up to 7,500,000 16,800,000 U.S. Option Securities at the same purchase price per Unit share as the U.S. Underwriters shall pay for the Firm U.S. Underwritten Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm U.S. Underwritten Securities by the U.S. Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th 30th day after the date of the U.S. Prospectus upon written or telegraphic notice by the Representative U.S. Representatives to the Company setting forth the number of shares of the U.S. Option Securities as to which the several U.S. Underwriters are exercising the option and the settlement date. The number of U.S. Option Securities to be purchased by each U.S. Underwriter shall be based upon the same percentage of the total number of shares of the U.S. Option Securities to be purchased by the several U.S. Underwriters as such U.S. Underwriter is purchasing of the Firm U.S. Underwritten Securities, subject to such adjustments as the Representative you in its your absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company MediaOne Group agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from MediaOne Group, the Companynumber of PIES set forth opposite that Underwriter's name on Schedule I hereto, at a purchase price of $9.800 56.535 per Unit, the amount of the Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO UnitsPIES. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company MediaOne Group hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 3,900,000 of the Option Securities PIES at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO UnitsUnderwritten PIES. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities Underwritten PIES by the Underwriters. Said option may be exercised in whole or in part at any time (but not more than once) on or before the 45th 30th day after the date of the Final MediaOne Group Prospectus upon written or telegraphic notice by the Representative Representatives to the Company MediaOne Group setting forth the number of the Option Securities PIES as to which the several Underwriters are exercising the option and the settlement date. Delivery of certificates for the Option PIES, and payment therefor, shall be made as provided in Section 4 hereof. The number of the Option Securities PIES to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities PIES to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm SecuritiesUnderwritten PIES, subject to such adjustments as the Representative you in its your absolute discretion shall make to eliminate any fractional UnitsOption PIES. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthof this Agreement, the Company AMH agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a XXX for an aggregate purchase price of $9.800 per Unit750,000,000 (the “Purchase Amount”), and XXX agrees to issue and sell to AMH, Class C Units. The purchase price for each Class C Unit (the “Purchase Price”) will be: (i) an amount equal to 94.0% of the volume-weighted average price of XXX common units, as adjusted for splits, combinations and other similar transactions, of a XXX common unit on the New York Stock Exchange, calculated over the consecutive 10-trading day period ending on the close of trading on the trading day immediately preceding the date of the Unit Purchase Closing (as defined below), or (ii) if XXX consummates an offering of XXX common units in connection with the Acquisition on or prior to the date of the Unit Purchase Closing (as defined below), the price paid by the underwriters in such offering for such XXX common units pursuant to the applicable underwriting agreement, unless such price represents a discount of less than 6.0% to the last traded price for XXX common units on the New York Stock Exchange prior to the commencement of such offering, in which case the Purchase Price will be an amount equal to 94.0% of the Firm Securities set forth opposite such Underwriter’s name in Schedule I heretolast traded price; provided that the purchase price for any Securities that are Sponsor IPO number of Class C Units purchased by AMH shall be $10.000. The number adjusted to the nearest whole Class C Unit by XXX in its discretion so as not to require the issuance of Sponsor IPO fractional Class C Units to be and upon such adjustment of purchased by each Underwriter Class C Units, the aggregate Purchase Amount shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Unitsadjusted accordingly. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (xThe sale(s) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Units. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder Class C Units (the “Deferred DiscountPurchased Units”). The Underwriters ) contemplated hereby agree that if no Business Combination is consummated within shall not be registered with the time period provided in Securities and Exchange Commission under the Trust AgreementSecurities Act of 1933, as amended from time to timeamended, and the funds held under certificates representing such Class C Units (if issued in physical form) shall be issued bearing a restrictive legend thereon, in substantially the Trust Agreement form set forth below: THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF WESTERN GAS PARTNERS, LP THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF WESTERN GAS PARTNERS, LP UNDER THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE WESTERN GAS PARTNERS, LP TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED). WESTERN GAS HOLDINGS, LLC, THE GENERAL PARTNER OF WESTERN GAS PARTNERS, LP, MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF WESTERN GAS PARTNERS, LP BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. If the referenced Class C Units are distributed issued in book-entry form, the transfer agent for WES’s Class C Units shall be instructed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount identify such Class C Units as restricted on its system and (ii) keep on file a restrictive legend for such Class C Units in substantially the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basisform set forth above.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and each Underwriter agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company, Company (x) at a purchase price of $9.800 per Unit[●]% (being the issue price to investors of [●]% less a combined underwriting, management and selling commission of [●]%) of the principal amount thereof plus accrued interest, if any, from [●], 2018 to the Closing Date (as defined below), the principal amount of the Firm Securities 20[●] Notes set forth opposite such Underwriter’s name in Schedule I hereto; provided that the 1 hereto and (y) at a purchase price for any Securities that are Sponsor IPO Units shall be $10.000of [●]% (being the issue price to investors of [●]% less a combined underwriting, management and selling commission of [●]%) of the principal amount thereof plus accrued interest, if any, from [●], 2018 to the Closing Date, the principal amount of the 20[●] Notes set forth opposite such Underwriter’s name in Schedule 1 hereto. The number Company will not be obligated to deliver any of Sponsor IPO Units the Securities except upon payment for all the Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Unitsprovided herein. (b) Subject The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Securities at the same purchase price per Unit as agrees that the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% may offer and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option sell Securities to be or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities it to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate or through any fractional UnitsUnderwriter. (c) In addition Payment for and delivery of the Securities will be made at 10:00 A.M., New York City time, on [●], 2018, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.” (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the discount from the public offering price represented account(s) specified by the purchase price set forth Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) The Company acknowledges and agrees that each Underwriter is acting solely in the first sentence capacity of Section 3(aan arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) of this Agreementand not as a financial advisor or a fiduciary to, and subject to Section 6(hh)or an agent of, the Company hereby agrees or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to pay any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriter shall have any responsibility or liability to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding Company with respect thereto. Any review by the Representatives or any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders Underwriter of the Ordinary Shares included in Company, the Securities sold pursuant transactions contemplated hereby or other matters relating to this Agreement (such transactions will be performed solely for the “Public Shareholders”), (i) benefit of the Underwriters will forfeit Representatives or such Underwriter and shall not be on behalf of the Company or any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basisother person.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company Issuer agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price Issuer the respective number of $9.800 per Unit, the amount of the Firm Securities Underwritten Shares set forth opposite such Underwriter’s name in Schedule I heretohereto at a price per share (the “Purchase Price”) of $48.625; provided it being understood that the aggregate purchase price for the Securities is $972,500,000. In addition, the Issuer agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, solely to cover over-allotments, severally and not jointly, from the Issuer, the Option Shares at the Purchase Price less an amount per share equal to any Securities that dividends or distributions declared by the Issuer and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are Sponsor IPO Units shall to be $10.000. The purchased, the number of Sponsor IPO Units Option Shares to be purchased by each Underwriter shall be based upon the number of Option Shares which bears the same percentage of ratio to the total aggregate number of Option Shares being purchased as the Sponsor IPO Units number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to be the aggregate number of Underwritten Shares being purchased from the Issuer by the several Underwriters as such Underwriter is purchasing of the aggregate Firm SecuritiesUnderwriters, subject subject, however, to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to Securities as the terms and conditions and Representatives in reliance upon their sole discretion shall make. The Underwriters may exercise the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 purchase Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part Shares at any time in whole, or from time to time in part, on or before the 45th thirtieth day following the date of the Final Prospectus, by written notice from the Representatives to the Issuer. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered (the “Additional Closing Date”) and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the Prospectus upon written provisions of this Agreement hereof). Any such notice by the Representative shall be given at least two business days prior to the Company setting forth the number date and time of Option Securities as to which the several Underwriters are exercising the option delivery specified therein (unless such date and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon time is the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments date and time as the Representative in its absolute discretion shall make to eliminate any fractional UnitsClosing Date). (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 [•] per Unitshare (representing a public offering price of $[•] per share, less an underwriting discount of $[•] per share), the amount of the Firm Securities Shares set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Securities [•] Additional Shares in the aggregate at the same purchase price per Unit share as the Underwriters shall pay for the Firm Securities; provided that if Shares, less an amount per share equal to any dividends or distributions declared by the Sponsor or any of its affiliates purchase any Sponsor IPO Units, Company and payable on the number of Option Securities shall be reduced such that Firm Shares but not payable on the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO UnitsAdditional Shares. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities Shares by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th 30th day after the date of the Prospectus hereof upon written or telegraphic notice by the Representative to the Company setting forth the number of Option Securities shares of the Additional Shares as to which the several Underwriters are exercising the option and the settlement dateDate of Delivery. The number of Option Securities Additional Shares to be purchased by each Underwriter shall be based upon the same percentage of the total number of shares of the Option Securities Additional Shares to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm SecuritiesShares, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance of this Agreement, upon the representations consummation of the Closing, (i) each Seller shall sell to Buyer, and warranties herein set forthBuyer shall purchase from each Seller, the Company agrees to sell to each UnderwriterUnits owned by such Seller, and each Underwriter agreesall of such Seller’s rights, severally title and not jointlyinterest in, to purchase from and under the LLC Agreement, all of the foregoing free and clear of all Liens, and (ii) Buyer will become the sole member of the Company, at a purchase price of $9.800 per Unit, the amount of the Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject The aggregate purchase price for all of the Units and all of the Sellers’ respective right, title and interest in, to and under the LLC Agreement, shall be as follows: (i) Buyer shall pay the Initial Cash Purchase Price in cash to the terms Sellers at the Closing and conditions and in reliance upon (ii) Buyer shall issue to Sellers an aggregate of 694,230 non-registered shares of common stock, par value $0.01 per share (the representations and warranties herein set forth“Common Stock”), of XxxXxxxxx.xxx, Inc., a Delaware corporation (such 694,230 shares of Common Stock, the Company hereby grants an option “TSC Stock”, and together with the Initial Cash Purchase Price, the “Base Purchase Price”), at the Closing, 485,960 of which shall be issued to the several Underwriters Sellers and 208,270 of which (the “Escrow Shares”) shall be deposited at Closing with the Escrow Agent to purchase, severally and not jointly, up to 7,500,000 Option Securities at be held by the same purchase price per Unit as Escrow Agent under the Underwriters shall pay for terms of the Firm Securities; provided that if Escrow Agreement. As between the Sponsor or any of its affiliates purchase any Sponsor IPO UnitsSellers, the number of Option Securities Base Purchase Price shall be reduced such that the number of Option Securities shall equal the product of (xdivided as specified in Schedule 1.1(b) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Units. (c) In addition to The parties agree that $1,000,000 of the discount from the public offering price represented consideration received by the purchase price set forth Sellers at the Closing will be allocated as consideration in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders respect of the Ordinary Shares included Sellers’ covenants contained in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basisSection 5.3.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 24.2125 per UnitShare (representing a public offering price of $25.00 per Share, less an underwriting discount of $0.7875 per Share), the amount of the Firm Securities Shares set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Securities 600,000 Additional Shares in the aggregate at the same purchase price per Unit share as the Underwriters shall pay for the Firm Securities; provided that if Shares, less an amount per share equal to any dividends or distributions declared by the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% Company and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of payable on the Firm Securities by Shares but not payable on the UnderwritersAdditional Shares. Said option may be exercised in whole or in part at any time on or before the 45th 30th day after the date of the Prospectus hereof upon written written, telegraphic or electronic mail notice by the Representative Representatives to the Company setting forth the number of Option Securities Additional Shares as to which the several Underwriters are exercising the option and the settlement dateoption. The number of Option Securities On each day, if any, that Additional Shares are to be purchased by (an “Option Closing Date”), each Underwriter, acting severally and not jointly, will purchase that proportion of the total Additional Shares then being purchased which the number of Firm Shares set forth on Schedule I opposite the name of such Underwriter shall be based upon the same percentage of bears to the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, Shares set forth in Schedule I hereto (subject to such adjustments to eliminate fractional shares as the Representative in its absolute discretion shall make to eliminate any fractional UnitsRepresentatives may determine). (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 24.2125 per Unitshare, the amount of the Firm Securities Shares set forth opposite such Underwriter’s 's name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Securities 300,000 in the aggregate Additional Shares at the same purchase price per Unit share as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO UnitsShares. Said Such option may be exercised only to cover over-allotments in the sale of the Firm Securities Shares by the Underwriters. Said Such option may be exercised in whole or in part at any time on or before the 45th 30th day after the date of the Prospectus upon written or telegraphic notice by the Representative Wachovia to the Company setting forth the number of Option Securities shares of the Additional Shares as to which the several Underwriters are exercising the option and the settlement date. In the event that the Underwriters exercise less than their full over-allotment option, the number of Additional Shares to be sold by the Company to each Underwriter shall be, as nearly as practicable, in the same proportion as the maximum number of Additional Shares to be sold by the Company and the number of Additional Shares to be sold. The number of Option Securities Additional Shares to be purchased by each Underwriter shall be based upon the same percentage of the total number of shares of the Option Securities Additional Shares to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm SecuritiesShares, subject to such adjustments as the Representative you in its your absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each the Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase the Firm Securities from the Company, at a purchase price of $9.800 9.80 per UnitUnit (the “Purchase Price”); provided, the amount of the Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Firm Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units10.00 per Unit. (ba) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters Underwriter to purchase, severally and not jointly, purchase up to 7,500,000 Option 3,000,000 Optional Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO UnitsPurchase Price. [[5628397]] Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the UnderwritersUnderwriter. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Optional Securities as to which the several Underwriters are Underwriter is exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional UnitsSettlement Date. (cb) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh)Purchase Price, the Company hereby agrees to pay to the Underwriters Underwriter a deferred discount of $0.350 0.35 per Unit (including both Firm Securities and Option Securities but excluding any Optional Securities), other than Sponsor IPO Units) , purchased hereunder (the “Deferred Discount”). The Underwriters Underwriter hereby agree agrees that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Offered Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters Underwriter will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject On the basis of the representations and warranties herein contained, and subject to the terms and conditions and in reliance upon the representations and warranties herein set forththis agreement, the Company agrees FPL Group [1and FPL Group Capital agree] [2agrees] to sell to each Underwriterthe respective Underwriters named in Schedule II hereto, severally and not jointly, and each Underwriter agreesthe respective Underwriters agree, severally and not jointly, to purchase from FPL Group [1and FPL Group Capital] the Company, at a purchase price of $9.800 per Unit, the amount respective principal amounts of the Firm Securities Debentures set forth opposite such Underwriter’s name their respective names in Schedule II hereto at the purchase price[s] for those Debentures [1(including the related Guarantee)] set forth in Schedule I hereto; provided that hereto as the purchase price for any Securities that are Sponsor IPO Units shall be $10.000Purchase Price. The number Underwriters agree to make a bona fide public offering of Sponsor IPO Units the Debentures [1and the related Guarantee], as set forth in the Pricing Disclosure Package, such public offering to be purchased by each Underwriter shall be based upon made as soon after the same percentage execution of the total number of the Sponsor IPO Units to be purchased by the several Underwriters this agreement as such Underwriter is purchasing of the aggregate Firm Securitiespracticable, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject subject, however, to the terms and conditions and in reliance upon of this agreement. The Underwriters have advised [1FPL Group Capital] [2FPL Group] that the representations and warranties herein set forth, Debentures [1(including the Company hereby grants an option related Guarantee)] will be offered to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Securities public at the same purchase price amount per Unit Debenture [of each series] as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Units. (c) In addition to the discount from the public offering price represented by the purchase price set forth in Schedule I hereto as the first sentence Price to Public and to certain dealers selected by the Representatives at a price which represents a concession. Such dealers’ concession may not be in excess of Section 3(a) _____% of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 principal amount per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held Debenture under the Trust Agreement are distributed Price to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), Public. Each Underwriter agrees that (i) no information that is presented by it to investors has been or will be inconsistent with the Underwriters will forfeit any rights information contained in the Pricing Disclosure Package as it may then be amended or claims to the Deferred Discount supplemented and (ii) it will make no offer that would constitute a Free Writing Prospectus that is required to be filed by the Trustee FPL Group [1 or FPL Group Capital] pursuant to Rule 433 under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basisSecurities Act other than an Issuer Free Writing Prospectus in accordance with Section [8(h)].

Purchase and Sale. (a) Subject to the terms and conditions ------------------ and in reliance upon the representations and warranties herein set forth, the Company agrees agrees, to sell to each U.S. Underwriter, and each U.S. Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 _______________ per Unitshare, the amount of the Firm U.S. Underwritten Securities set forth opposite such U.S. Underwriter’s 's name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several U.S. Underwriters to purchase, severally and not jointly, up to 7,500,000 ____________ shares of the U.S. Option Securities at the same purchase price per Unit share as the U.S. Underwriters shall pay for the Firm U.S. Underwritten Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm U.S. Underwritten Securities by the U.S. Underwriters. Said option may be exercised in whole or in part at any time (but not more than once) on or before the 45th 30th day after the date of the U.S. Prospectus upon written or facsimile notice by the Representative U.S. Representatives to the Company setting forth the number of shares of the U.S. Option Securities as to which the several U.S. Underwriters are exercising the option and the settlement date. Delivery of certificates for the shares of U.S. Option Securities by the Company, and payment therefor to the Company, shall be made as provided in Section 3 hereof. The number of shares of the U.S. Option Securities to be purchased by each U.S. Underwriter shall be based upon the same percentage of the total number of shares of the U.S. Option Securities to be purchased by the several U.S. Underwriters as such U.S. Underwriter is purchasing of the Firm U.S. Underwritten Securities, subject to such adjustments as the Representative you in its your absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company Operating Partnership agrees to issue and sell to each Underwriter, the Underwriters and each Underwriter agrees, severally and not jointly, to purchase purchase, at a price of 98.312% of the principal amount (which includes accrued interest from and including August 8, 2016, to but excluding the Closing Date), plus accrued interest, if any, from the CompanyClosing Date, the principal amount of Notes set forth opposite the name of such Underwriter in Schedule I hereof. (b) Payment for the Notes to be sold hereunder is to be made in Federal (same day) funds against delivery to the Underwriters of the Notes for their accounts. Such payment and delivery are to be made through the facilities of DTC, New York, New York at 10:00 a.m., New York time, on the fifth business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Operating Partnership shall agree upon, such time and date being herein referred to as the “Closing Date.” Delivery of certificates for the Notes in global form to be purchased by the Underwriters and payment therefor shall be made at the offices of Xxxxxxxx Chance US LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as may be agreed to by the Operating Partnership and the Representatives). (c) The Representatives hereby advise the Operating Partnership that the Underwriters intend to offer for sale to the public, as described in the Disclosure Package and the Prospectus, their respective portions of the Notes as soon after the Execution Time as the Representatives, in their sole judgment, have determined is advisable and practicable. The Operating Partnership is further advised by you that the Notes are to be offered to the public initially at a purchase price of $9.800 per Unit, the amount 98.962% of the Firm Securities set forth opposite such Underwriter’s name principal amount thereof (which includes accrued interest from and including August 8, 2016, to but excluding the Closing Date), plus accrued interest, if any, from the Closing Date, and to certain dealers selected by you at a price that represents a concession not in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number excess of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage 0.400% of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Unitsprincipal amount thereof. (bd) Subject Global certificates for the Notes shall be in such denominations (minimum denominations of $2,000 and integral multiples of $1,000 thereafter) and registered in such names as the Representatives may request in writing at least one full business day before the Closing Date. The Notes will be made available for examination and packaging by the Representatives in The City of New York not later than 10:00 a.m. New York time, on the business day prior to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional UnitsClosing Date. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (ai) Subject to In exchange for the terms and conditions and in reliance upon Subscriber’s aggregate subscription price indicated on the representations and warranties herein set forthsignature page hereto (the “Units Purchase Price”), the Company agrees to shall issue and sell to each Underwriterthe Subscriber, and each Underwriter agrees, severally and not jointly, to the Subscriber shall purchase from the Company, the number of Class X-1 Units and the number of Class X-2 Units set forth on the signature page hereto (the “Class X Units Purchase Amount”). The Class X-1 Units and Class X-2 Units purchased by Subscriber hereunder will also be set forth on Exhibit X to the Operating Agreement that is delivered to the Subscriber at a purchase price the Closing. (ii) The closing of $9.800 per Unitthe sale of the Units to the Subscriber (the “Closing”) shall take place promptly following the execution of this Agreement and the receipt by the Company of the Units Purchase Price. At the Closing, the amount of Company will issue to the Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that Subscriber the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by sold hereunder, each Underwriter shall be based upon registered in the same percentage name of the total number Subscriber, against (and concurrently with) delivery of the Sponsor IPO Units Purchase Price in cash via wire transfer to be purchased an account specified in writing by the several Underwriters Company. At the Closing, the Subscriber shall execute and enter into the Operating Agreement as such Underwriter is purchasing a member of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Company holding Units. (biii) Subject Upon execution of this Agreement, the Subscriber’s obligation to purchase the Units shall be irrevocable, and the Subscriber shall be legally bound to purchase the Units subject to the terms and conditions and set forth in reliance upon the representations and warranties herein set forththis Agreement, subject to the Company hereby grants an option to satisfying its obligations as set forth herein. (iv) In the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in event the sale of the Firm Securities by Units is not consummated for any reason, this Agreement and any other agreement entered into between the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to Subscriber and the Company setting forth the number of Option Securities as relating to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter this subscription shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Units. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if thereafter have no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to timeforce or effect, and the funds held under the Trust Agreement are distributed Company shall promptly return or cause to be returned to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit Subscriber any rights or claims purchase price remitted to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basisCompany, without interest thereon or deduction therefrom.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 34.08 per Unitshare (representing a public offering price of $35.50 per share, less an underwriting discount of $1.42 per share), the amount of the Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 825,000 Option Securities at the same purchase price per Unit share as the Underwriters shall pay for the Firm Securities; provided that if Securities less an amount equal to any dividends payable or paid to the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale holders of the Firm Securities by but not payable or paid to the Underwritersholders of the Option Securities. Said option may be exercised in whole or in part at any time or from time to time on or before the 45th 30th day after the date of the Prospectus this Agreement upon written or telegraphic notice by the Representative to the Company setting forth the number of shares of the Option Securities as to which the several Underwriters are exercising the option and the settlement datetime, date and place of payment and delivery of such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Underwriters in accordance with Section 3 hereof. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of shares of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 per Unit, the amount of the Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 9,000,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO UnitsSecurities) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Discount up to $0.175 per Unit in the aggregate, or up to $10,500,000 (or $12,075,000 if the Underwriters’ over-allotment option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and each Underwriter agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 per Unit, Company the respective principal amount of the Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that II hereto at a price equal to 99.333% of the purchase price for any Securities that are Sponsor IPO Units shall be $10.000principal amount thereof plus accrued interest, if any, from August 20, 2009 to the Closing Date (as defined below). The number Company will not be obligated to deliver any of Sponsor IPO Units the Securities except upon payment for all the Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Unitsprovided herein. (b) Subject The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Securities at the same purchase price per Unit as agrees that the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% may offer and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option sell Securities to be or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities it to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate or through any fractional UnitsUnderwriter. (c) In addition Payment for and delivery of the Securities will be made at the offices of Winston & Xxxxxx LLP, 00 Xxxx Xxxxxx Xxxxx, Chicago, Illinois 60657 at 10:00 A.M., New York City time, on August 20, 2009, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”. (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the discount from the public offering price represented account(s) specified by the purchase price set forth in Company to the first sentence Representatives against delivery to the nominee of Section 3(a) The Depository Trust Company, for the account of this Agreementthe Underwriters, and subject to Section 6(hh)of one or more global notes representing the Securities (collectively, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public ShareholdersGlobal Note”), (i) with any transfer taxes payable in connection with the Underwriters sale of the Securities duly paid by the Company. The Global Note will forfeit any rights or claims be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basisClosing Date.

Purchase and Sale. (a) Subject to the terms and conditions set forth herein, CCUR hereby sells, transfers and in reliance upon the representations and warranties herein set forth, the Company agrees assigns to sell to each UnderwriterBuyer, and each Underwriter agreesBuyer hereby purchases from CCUR, severally all of CCUR’s right, title and not jointlyinterest in, to purchase from and under the Transferred Units, free and clear of any lien, pledge, security interest, charge, claim, encumbrance, agreement, option, voting trust, proxy, adverse claim or other arrangement or restriction of any kind which in substance secures payment of an obligation (each, an “Encumbrance”), other than Encumbrances arising under that certain Amended and Restated Operating Agreement of the Company, at a purchase price of $9.800 per Unitdated as February 13, 2019 (as amended, the amount “LLC Agreement”) or applicable securities laws. Each of CCUR, Buyer and the Company waive any and all transfer restrictions under the LLC Agreement to the extent such restrictions would prohibit or impair the transfer of the Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Transferred Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Unitshereunder. (b) Subject to The gross purchase price for the terms Transferred Units (the “Purchase Price”) shall equal $1,579,663, which the parties agree is the amount outstanding as of the date hereof under that certain Master Promissory Note, dated as of February 13, 2019 and conditions and amended as of July 17, 2020, given by the Company in reliance upon favor of CCUR. At the representations and warranties herein set forthClosing (as defined herein), the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities Purchase Price shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments as set forth in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting summary annexed as Exhibit “A,” as set forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Unitsbelow. (c) In addition On or before the Closing, Zeines shall, on behalf and for the benefit of Buyer, assign and transfer to CCUR the Shares, free and clear of any Encumbrances (other than Encumbrances arising under applicable securities laws), via electronic transfer to CCUR’s transfer agent. The Purchase Price shall be reduced by the “Closing Share Value” of $356,712, which the parties agree is an amount equal to (A) the $2.77 closing price per share of CCUR’s Common Stock on the last trading day prior to the discount from the public offering price represented date hereof, as reported by the purchase price set forth in the first sentence of Section 3(aOTCQB Venture Market, multiplied by (B) of this Agreement, and subject 128,777. (d) The Company shall be deemed to Section 6(hh), the Company hereby agrees have made a distribution to pay to the Underwriters a deferred discount Buyer of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder 63,174 (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public ShareholdersBuyer Distribution”), which amount represents the net cash balance in the Company’s Signature Bank account due to the Buyer (calculated to the best of CCUR’s knowledge) and (ii) assign, transfer and convey to CCUR all of the Company’s right, title and interest in and to the Company’s Signature Bank account, and all cash remaining therein. The Purchase Price shall further be reduced by the Buyer Distribution amount of $63,174. Any income that shall be received into the Signature Bank account post-closing shall be paid to Buyer promptly. (e) Buyer shall pay to CCUR, by wire transfer of immediately available funds, $1,159,777, which the parties agree is an amount equal to the Purchase Price less (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and Closing Share Value of $376,712, less (ii) the Trustee under Buyer Distribution of $63,174. As used herein, Buyer shall not use any cash of the Trust Agreement is authorized to distribute Company for payment of the Deferred Discount to the Public Shareholders on a pro rata basisforegoing or any portion thereof.

Purchase and Sale. (a) Subject 2.1 Transfer of Partnership Interests, Stock and Assets. On the --------------------------------------------------- Closing Date and subject to the terms and conditions set forth in this Agreement: (a) Each of CCW, Central, Texas, Coin, Coin II and in reliance upon the representations and warranties herein set forth, the Company Advance hereby agrees to sell sell, convey, transfer, assign and deliver to each UnderwriterBuyer, and each Underwriter agreesBuyer hereby agrees to acquire from such parties, severally their respective rights, title and not jointlyinterest in, to purchase from and under the Company, at a purchase price of $9.800 per Unit, Purchased Assets (other than the amount of the Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon MLSLP Assets) as the same percentage of exist on the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units.Closing Date; (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale Each of the Firm Securities by MLSLP Partners (other than MAS) hereby agrees to sell, convey, transfer, assign and deliver to Buyer, and Buyer hereby agrees to acquire from the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date MLSLP Partners, all of the Prospectus upon written notice by MLSLP Partners' respective rights, title and interest in, to and under the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Units.MLSLP Partnership Interests; (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company Spagat hereby agrees to pay sell, convey, transfer, assign and deliver to Buyer, and Buyer hereby agrees to acquire from Spagat, all of Spagat's rights, title and interest in, to and under the MAS Stock; and (d) Buyer shall assume the following obligations and liabilities of the Xxxxx Entities (collectively, the "Assumed Liabilities"), all of which shall ------------------- be discharged by Buyer when and as they become due or otherwise mature: (i) all obligations and liabilities accruing or arising out of events or occurrences happening after the Closing Date under Contracts (including, without limitation, the Stop Loss Policy) set forth on the Disclosure Schedule (excluding any obligations or liabilities to the Underwriters extent relating to an Excluded Asset or a deferred discount of $0.350 per Unit (including both Firm Securities Retained Liability) and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided which have arisen or have been incurred in the Trust Agreementordinary course of the Business (but, as amended from time to timein either case, and the funds held under the Trust Agreement are distributed not including any obligation or liability for any breach by any Xxxxx Entity or Spagat or Xxxxxx of any term of any Contract or commitment occurring on or prior to the holders Closing Date); and (ii) all liabilities, obligations or debts of the Ordinary Shares included Xxxxx Entities (other than MAS) of any kind, character or description arising under any Contract and relating to the Purchased Assets or the operation of the Business (except any such liabilities, obligations or debts relating to an Excluded Asset or a Retained Liability), whether arising prior to or following the Closing that remain unpaid or unsatisfied by the Xxxxx Entities as of the Closing Date and, in each case, only to the Securities sold pursuant extent such liabilities, obligations or debts of such Xxxxx Entities are reflected on the 1997 Balance Sheet, including, without limitation (in each case, other than with respect to this Agreement (the “Public Shareholders”MAS), (i) the Underwriters will forfeit any rights accounts payable or claims notes payable of each such Xxxxx Entity not owed to the Deferred Discount and any other Xxxxx Entity, Xxxxxx, Spagat or any director, officer or partner of any Xxxxx Entity, Spagat, (ii) accrued sales tax, (iii) accrued insurance, (iv) accrued commissions payable in respect of Location Contracts, (v) payroll withholding and accrued payroll taxes and expenses, (vi) accrued capital lease obligations of the Trustee Xxxxx Entities, (vii) accrued expenses of the Xxxxx Entities, (viii) accrued 401(k) contributions under the Trust Agreement is authorized Xxxxx Laundry Service Retirement and Savings Plan and the Coin Controlled Washers, Inc. 401(k) Profit Sharing and Investment Plan, (ix) accrued personal property taxes, and (x) accrued vacation time, personal time, bereavement time, sick-leave time or other similar employment benefit with respect to distribute all employees of the Deferred Discount Xxxxx Entities other than those individuals listed on Schedule 6.4 of this Agreement; and (iii) all unpaid minimum basic rent, personal property taxes, water, gas, electricity and other utilities, common area maintenance reimbursements to lessors, local business or other license fees or taxes, merchants association dues and other similar periodic charges incurred in the ordinary course of the Business consistent with past practice and, in each case, only to the Public Shareholders extent each of the foregoing items are reflected on the 1997 Balance Sheet; provided, however, that it being understood that, within sixty (60) days -------- ------- after the Closing Date, Sellers will furnish Buyer with records (in form and substance reasonably satisfactory to Buyer) which evidence the gross collections of the Xxxxx Entities at each Location to the extent necessary to enable Buyer to comply with the percentage rent provision of each applicable Location Contract. (e) Except for the Assumed Liabilities, Buyer is not assuming any other obligations, liabilities or commitments of any Xxxxx Entity, Spagat or Xxxxxx of any nature whatsoever, whether absolute, accrued, contingent or otherwise, disclosed or undisclosed and whether or not relating to the Business, all of which shall be retained by Sellers and Xxxxxx (collectively, the "Retained Liabilities"), including, without limitation, (i) any liabilities in -------------------- respect of any Tax of any Xxxxx Entity or payable by any Xxxxx Entity (other than MAS) in connection with the Business, except any sales tax, payroll tax and personal property tax reflected on the 1997 Balance Sheet, (ii) any liability for legal, accounting or broker's fees incurred in connection with the negotiation of the Transaction Documents or the consummation of the transactions contemplated thereby, (iii) any liabilities related to any Actions commenced prior to or to the extent based solely on events occurring prior to the Closing Date involving a pro rata basisXxxxx Entity, Spagat or Xxxxxx, (iv) any indebtedness for borrowed money of any Xxxxx Entity (other than MAS), (v) any liability in respect of the employees of the Xxxxx Entities listed on Schedule 6.4 of this Agreement, (vi) any liability in respect of any Plans or Employee Benefit Programs (other than the Stop Loss Policy) maintained, administered or otherwise contributed to by any Xxxxx Entity or an Affiliate of any Xxxxx Entity (including, but not limited to, any liabilities or penalties attributable to any failure by any Xxxxx Entity to timely file any annual returns or reports required under the Code or ERISA with respect to any Plan or Employee Benefit Program as such terms are defined in Section 4.19 hereof) and liability for retiree medical, dental or life insurance benefits offered by any Xxxxx Entity, even if such benefits have been provided by the Xxxxx Entities to their respective employees hired by Buyer, (vii) any liabilities of any Xxxxx Entity under any policies or binders of fire, liability, title, worker's compensation and other forms of insurance maintained by any Xxxxx Entity or the Business or the employees of the Business, (viii) any accounts payable or notes payable of any Xxxxx Entity owed to any other Xxxxx Entity, or any director, officer or partner of any Xxxxx Entity relating to the period prior to and including the Closing Date, (ix) any accrued vacation time, personal time, bereavement time, sick-leave time or bonuses and other benefits of all employees of the Xxxxx Entities identified on Schedule 6.4 of this Agreement, (x) any obligations or liability of Texas as disclosed on the Disclosure Schedule owed to Speed Queen or its Affiliates relating to the equipment purchases, and (xi) any liabilities or obligations of any kind or nature relating to or arising out of the Excluded Assets, the MLSLP Employment Agreements or the Management Participation Agreements, including, without limitation, any obligation or liability for any breach by any Xxxxx Entity of any term of any Contract or commitment occurring on or prior to the Closing Date. Sellers and Xxxxxx agree to discharge all Retained Liabilities when and as they become due or otherwise mature.

Purchase and Sale. (a) Subject On the basis of the representations and warranties, and subject to the terms and conditions and conditions, set forth in reliance upon this agreement (the representations and warranties herein set forth"Underwriting Agreement"), the Company agrees to Underwriters shall purchase from the Owner Trustee, [severally and not jointly,] and the Owner Trustee shall issue and sell to each Underwriterthe Underwriters, $__________ aggregate principal amount of the Series ____ Bonds at a price of __% of the principal amount thereof and each $__________ aggregate principal amount of the Series ____ Bonds at a price of ____% of the principal amount thereof. Each Underwriter agreesshall, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 per Unit, the respective principal amount of the Firm Securities Series ____ Bonds and Series ____ Bonds set forth opposite such Underwriter’s its name in on Schedule I hereto; provided . The Company and the Owner Trustee are advised by the Underwriters that the purchase price for any Securities that are Sponsor IPO Units shall be Underwriters propose to make a public offering of the Bonds as soon after this Underwriting Agreement is entered into as in the Underwriters' judgment is advisable. Concurrently with the issuance and sale of the Bonds, the Owner Trustee will pay, with funds provided by the Owner Participant, to the Underwriters in immediately available funds an underwriting commission of _____% ($10.000__________) in respect of the Series ____ Bonds and _____% ($__________) in respect of the Series ____ Bonds. The number Company acknowledges that the fees and expenses of Sponsor IPO Units counsel to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for be included on the Firm Securities; provided that if invoice of transaction expenses to be delivered by the Sponsor Owner Trustee on or any prior to the Closing Date (as hereinafter defined), pursuant to Sections 5(a)(iii) and 5(b) of its affiliates purchase any Sponsor IPO Unitsthe Refunding Agreement dated as of ______ __, 199_ among the Owner Participant, the number of Option Securities shall Owner Trustee, the Indenture Trustee and the Company (the "Refunding Agreement"), and to be reduced such that paid by the number of Option Securities shall equal Owner Trustee with funds provided by the product of (x) 15% Owner Participant and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in from proceeds from the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional UnitsBonds. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company MediaOne Group agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from MediaOne Group, the Companynumber of PIES set forth opposite that Underwriter's name on Schedule I hereto, at a purchase price of $9.800 _____ per Unit, the amount of the Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO UnitsPIES. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company MediaOne Group hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 2,629,720 of the Option Securities PIES at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO UnitsUnderwritten PIES. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities Underwritten PIES by the Underwriters. Said option may be exercised in whole or in part at any time (but not more than once) on or before the 45th 30th day after the date of the Final Prospectus upon written or telegraphic notice by the Representative Representatives to the Company MediaOne Group setting forth the number of the Option Securities PIES as to which the several Underwriters are exercising the option and the settlement date. Delivery of certificates for the Option PIES, and payment therefor, shall be made as provided in Section 3 hereof. The number of the Option Securities PIES to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities PIES to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm SecuritiesUnderwritten PIES, subject to such adjustments as the Representative you in its your absolute discretion shall make to eliminate any fractional UnitsOption PIES. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 9.80 per Unit, the amount of the Firm Underwritten Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided provided, that any Directed Units sold in the purchase price for any Securities that are Sponsor IPO Units Directed Unit Program shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing Directed Unit Provider at a purchase price of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units$10.00 per Directed Unit. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 3,750,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Underwritten Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said Such option may be exercised only to cover over-allotments in the sale of the Firm Underwritten Securities by the Underwriters. Said Such option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Underwritten Securities, subject to such adjustments as the Representative Representatives in its absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a2(a) of this Agreement, and subject to Section 6(hh)5(gg) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 0.35 per Unit (including for both Firm Underwritten Securities and Option Securities Securities, but excluding not including any Sponsor IPO UnitsDirected Units sold in the Directed Unit Program) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account by wire transfer payable in same-day funds if and when the Company consummates its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in required by the Trust Agreement, as amended from time to time, Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares Common Stock included in the Securities sold pursuant to this Agreement (the “Public ShareholdersStockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders Stockholders on a pro rata basis.

Purchase and Sale. (a) Subject On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company Operating Partnership agrees to issue and sell to each Underwriter, the Underwriters and each Underwriter agrees, severally and not jointly, to purchase purchase, at a price of 98.929% of the principal amount, plus accrued interest, if any, from the CompanyClosing Date, the principal amount of Notes set forth opposite the name of such Underwriter in Schedule I hereof. (b) Payment for the Notes to be sold hereunder is to be made in Federal (same day) funds against delivery to the Underwriters of the Notes for their accounts. Such payment and delivery are to be made through the facilities of DTC, New York, New York at 9:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than three business days thereafter as you and the Operating Partnership shall agree upon, such time and date being herein referred to as the “Closing Date.” Delivery of certificates for the Notes in global form to be purchased by the Underwriters and payment therefor shall be made at the offices of Xxxxxxxx Chance US LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as may be agreed to by the Operating Partnership and the Representatives). (c) The Representatives hereby advise the Operating Partnership that the Underwriters intend to offer for sale to the public, as described in the Disclosure Package and the Prospectus, their respective portions of the Notes as soon after the Execution Time as the Representatives, in their sole judgment, have determined is advisable and practicable. The Operating Partnership is further advised by you that the Notes are to be offered to the public initially at a purchase price of $9.800 per Unit, the amount 99.579% of the Firm Securities set forth opposite such Underwriter’s name principal amount thereof plus accrued interest, if any, from the Closing Date and to certain dealers selected by you at a price that represents a concession not in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number excess of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage 0.400% of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Unitsprincipal amount thereof. (bd) Subject Global certificates for the Notes shall be in such denominations (minimum denominations of $2,000 and integral multiples of $1,000 thereafter) and registered in such names as the Representatives may request in writing at least one full business day before the Closing Date. The Notes will be made available for examination by the Representatives in The City of New York not later than 10:00 a.m. New York time, on the business day prior to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional UnitsClosing Date. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, (i) the Firm Shares at a purchase price of $9.800 [___] per Unitshare (93% of $[___], the amount per share public offering price), (ii) the Pre-Funded Warrants at a purchase price of $[___] per warrant (93% of $[___], the per Pre-Funded Warrant public offering price) and (iii) the Firm Common Warrants at a purchase price of $0.00093 per warrant (93% of $0.001, the per warrant public offering price), the respective amounts of the Firm Securities Shares, the Pre-Funded Warrants and the Firm Common Warrants set forth opposite such Underwriter’s name in Schedule I hereto; provided that the . The aggregate purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased paid by the several Underwriters as such Underwriter is purchasing in respect of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion Securities shall make to eliminate any fractional Sponsor IPO Unitsbe $[_____]. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 [_______] Option Securities Shares and/or (at the option of the Underwriters), (ii) up to [_______] Option Common Warrants to purchase [_______] shares of Common Stock, at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written or telegraphic notice by the Representative to the Company setting forth the number of shares of the Option Securities Shares and/or Option Common Warrants as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities Shares and/or Option Common Warrants to be purchased by each Underwriter shall be based upon the same percentage of the total number of shares of the Option Securities Shares and Option Common Warrants to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make needed to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 9.80 per Unit, the amount of the Firm Securities Underwritten Units set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 3,750,000 Option Securities Units at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Underwritten Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities Underwritten Units by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities Units as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities Units to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm SecuritiesUnderwritten Units, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a2(a) of this Agreement, and subject to Section 6(hh5(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 0.35 per Unit (including both Firm Securities Underwritten Units and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions herein contained, each Purchaser hereby purchases, and the Company hereby sells to such Purchaser, a 6% Convertible Debenture, substantially in reliance the form attached hereto as Exhibit A, in the original face amount set forth next to such Purchaser's name on Schedule A attached hereto (the "Purchase Price"). All 6% Convertible Debentures (the "Debentures") will be convertible into shares of the Company's Class A Common Stock, par value $0.10 per share (the "Class A Common Stock"), based upon an initial Conversion Price (as defined in the representations and warranties herein set forthDebentures) equal to 107.5% of the Closing Price. For the purposes of this Agreement, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 per Unit, the amount of the Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units "Closing Price" shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units3.36. (b) Subject In connection with the purchase and sale of the Debentures hereunder, each Purchaser will receive, for no additional consideration, two warrants, each substantially in the form attached hereto at Exhibit B, to acquire shares of the terms Company's Class A Common Stock. The warrants (the "Warrants") issuable hereunder are referred to herein as "Class A Warrants" and conditions "Class B Warrants," respectively, and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Securities at the same purchase price per Unit as the Underwriters each Purchaser shall pay receive one Warrant of each class. Each Purchaser's Class A Warrant shall be exercisable for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shares of Class A Common Stock set forth next to such Purchaser's name on Schedule A under the heading "Class A Warrant Shares," which number shall be reduced equal to 12.5% of such that Purchaser's Purchase Price divided by 115% of the Closing Price. Each Purchaser's Class B Warrant shall be exercisable for a number of Option Securities shares of Class A Common Stock set forth next to such Purchaser's name on Schedule A under the heading "Class B Warrant Shares," which number shall be equal to 12.5% of such Purchaser's Purchase Price divided by 120% of the product Closing Price. The per share exercise price of (x) 15the Class A Warrants shall be 115% of the Closing Price, and (y) the number per share exercise price of Firm Units less the number Class B Warrants shall be 120% of Sponsor IPO Units. Said option may be exercised only the Closing Price, in each case subject to cover over-allotments adjustment as set forth in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional UnitsWarrants. (c) In addition to Concurrently with the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) execution of this Agreement, each Purchaser shall deliver to the Company the appropriate Purchase Price (as indicated on Schedule A hereto) for the Debenture being purchased by it in cash, check or wire transfer, in each case in immediately available funds, or any combination thereof, and subject the Company shall deliver to Section 6(hh)such Purchaser such Debenture and the applicable Warrants. Such delivery of and payment for the Debentures and the Warrants shall be made at the offices of Xxxxxx & Xxxxxxx LLP, 00 Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx 00000 or at such other place as the Purchasers and the Company may agree upon. (d) The Debentures and the Warrants are sometimes together referred to herein as the "Securities," and the shares of Class A Common Stock issuable upon conversion of the Debentures and upon exercise of the Warrants are sometimes herein collectively referred to as the "Underlying Securities." This Agreement, the Company hereby agrees Debentures and the Warrants are sometimes herein collectively referred to pay as the "Transaction Documents." (e) The Securities will be offered and sold to the Underwriters a deferred discount Purchasers without such offers and sales being registered under the Securities Act of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement1933, as amended from time to time, (together with the rules and the funds held under the Trust Agreement are distributed to the holders regulations of the Ordinary Shares included in the Securities sold pursuant to this Agreement and Exchange Commission (the “Public Shareholders”"SEC") promulgated thereunder, the "Securities Act"), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders in reliance on a pro rata basisexemptions therefrom.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 per Unit, the amount of the Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 4,500,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO UnitsSecurities) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Discount up to $0.175 per Unit in the aggregate, or up to $5,250,000 (or $6,037,500 if the Underwriters’ over-allotment option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, (i) the Company agrees to issue and sell [5,000,000] Underwritten Securities to each Underwriter, and (ii) the Selling Stockholder agrees to sell [3,400,000] Underwritten Securities and(iii) each Underwriter agrees, severally and not jointly, to purchase from the CompanySellers, at a purchase price of $9.800 $ ______ per Unitshare, the amount of the Firm Underwritten Securities set forth opposite such Underwriter’s 's name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, Option Securities, in an amount equal to up to 7,500,000 Option Securities fifteen percent (15%) of the Underwritten Securities, at the same purchase price per Unit share as the Underwriters shall pay for the Firm Underwritten Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time (but not more than once) on or before the 45th 30th day after the date of the Prospectus upon written or telegraphic notice by the Representative Representatives to the Company setting forth the number of shares of the Option Securities as to which the several Underwriters are exercising the option and the settlement dateSettlement Date. Delivery of certificates for the shares of Option Securities by the Company, and payment therefor to the Company, shall be made as provided in Section 3 hereof. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of shares of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Underwritten Securities, subject to such adjustments as the Representative you in its your absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 9.80 per Unit, the amount of the Firm Underwritten Securities set forth opposite such Underwriter’s name Underwriters’ names in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, purchase severally and not jointly, up to 7,500,000 3,000,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Underwritten Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative Underwriters to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Underwritten Securities, subject to such adjustments as the Representative Underwriters in its their absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a2(a) of this Agreement, and subject to Section 6(hh5(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 0.35 per Unit (including both Firm Underwritten Securities and Option Securities but excluding any Sponsor IPO UnitsSecurities) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 9.80 per UnitOrdinary Share, the amount of the Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (ba) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option 3,750,000 Optional Securities at the same purchase price $9.80 per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO UnitsOrdinary Share. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative Representatives to the Company setting forth the number of Option Optional Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Optional Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Optional Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative Representatives in its absolute discretion shall make to eliminate any fractional Unitsshares. (cb) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 0.35 per Unit Ordinary Share (including both Firm Securities and Option Securities but excluding any Sponsor IPO UnitsOptional Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account by wire transfer payable in same-day funds if and when the Company consummates its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust AgreementAmended and Restated Memorandum and Articles of Association, as amended from time to timeamended, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Offered Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell to each Underwriter, and each Underwriter the Underwriters an aggregate of 500400,000 Units. Each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price Company the number of $9.800 per Unit, the amount of the Firm Securities Units set forth opposite such Underwriter’s its name in Schedule I hereto; provided that the . The purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased paid by the several Underwriters as such Underwriter is purchasing of to the aggregate Firm Securities, subject Company shall be $_____$8.5737 per Unit. No value shall be attributable to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO UnitsWarrants. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option (the "Underwriters' Option") to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Securities an aggregate of 7560,000 Units, at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or use solely in covering any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments made by the Representative for the account of the Underwriters in the sale and distribution of the Firm Securities by the Underwritten Securities. The Underwriters. Said option ' Option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus Effective Date upon written or telegraphic notice by the Representative to the Company setting forth the number of Option Securities as to Units which the several Underwriters are exercising elect to purchase pursuant to the option Underwriters' Option. Delivery of certificates for such Option Securities by the Company and payment therefor to the settlement dateCompany shall be made as provided in Section 3 hereof. The number of Units purchased by each Underwriter pursuant to the Underwriters' Option Securities shall be determined by multiplying the number of Units to be sold by the Company pursuant to the Underwriters' Option, as exercised, by a fraction, the numerator of which is the number of Units to be purchased by each such Underwriter shall be based upon as set forth opposite its name in Schedule I and the same percentage denominator of which is the total number of the Option Securities Units to be purchased by all of the several Underwriters as such Underwriter is purchasing of the Firm Securities, set forth on Schedule I (subject to such adjustments to eliminate any fractional Unit purchases as the Representative in its absolute discretion shall make to eliminate any fractional Unitsmay make). (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon of this Agreement, each of the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agreesInvestors, severally and but not jointly, to and the Company agree as follows: (a) on the Initial Closing Date: (i) each of the Investors shall purchase from the Company, at and the Company shall issue and sell to each of the Investors, each Investor's respective pro rata share of Common Stock that it would have received under the Rights Offering. Each Investor will tender the Subscription Price in cash in an amount equal to the product of: (A) the Pro Rata Exercise Subscription Price and (B) the percentage set forth opposite each such Investor's name on Exhibit A hereto under the heading "Pro Rata Percentage." The Company shall issue and sell to each of the Investors that number of shares of Common Stock equal to the product of: (A) a fraction, (I) the numerator of which is the Pro Rata Exercise Subscription Price and (II) the denominator of which is the Subscription Price, and (B) the percentage set forth opposite each such Investor's name on Exhibit A hereto under the heading "Pro Rata Percentage" (such purchase price shall constitute the exercise by such Investor of its respective pro rata share of rights under the Rights Offering); and (ii) each of the Investors shall purchase from the Company, and the Company shall issue and sell to each of the Investors, in proportion to the percentages set forth opposite each such Investor's name on Exhibit A hereto under the heading "Percentage For Standby Commitment," subordinated notes, substantially in the form set forth in Exhibit B hereto, in an aggregate principal amount of $9.800 per Unit11,511,140.50 (the "Bridge Notes"). The Bridge Notes shall mature on the Standby Commitment Closing Date (as defined herein), and shall be paid in full on such date, at the election of each Investor, by tender of the aggregate principal amount of the Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject Bridge Notes issued to such adjustments as the Representative Investor in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. exchange for: (bA) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor cash or any of its affiliates purchase any Sponsor IPO Units, (B) (I) the number of Option Securities shall be reduced such that the number shares of Option Securities shall Common Stock equal to the product of (x) 15% the total number of shares of Common Stock which are not subscribed for in the Rights Offering (which shall be set forth in the Rights Offering Notice (as defined herein)) and (y) the number percentage set forth opposite each such Investor's name on Exhibit A hereto under the heading "Percentage For Standby Commitment" (each Investor's acceptance of Firm Units Common Stock in satisfaction of all or part of the aggregate amount of the Bridge Notes issued to such Investor shall constitute the satisfaction by such Investor of its obligations under the Standby Commitment) and (II) cash, if any, in an amount equal to the aggregate principal amount of the Bridge Notes issued to such Investor less the product of (x) the number of Sponsor IPO Units. Said option may be exercised only shares of Common Stock issued to cover over-allotments such Investor pursuant to the immediately preceding subclause (B)(I) and (y) the Subscription Price; provided that in the sale event that the Investors are not obligated to purchase any shares of Common Stock under the Standby Commitment, the entire aggregate principal amount of the Firm Securities Bridge Notes shall be paid by the Underwriters. Said option may be exercised Company in whole or in part at any time cash on or before the 45th day after the date the Rights Offering Notice is delivered by the Company to the Investors; (b) on the Standby Commitment Closing Date, which shall take place only in the event that the Company launches the Rights Offering, all the shares of Common Stock offered in the Rights Offering are not subscribed for, and, as a result, the total gross proceeds of the Prospectus upon written notice by Rights Offering are less than $20,000,000, each of the Representative Investors shall purchase from the Company, and the Company shall issue and sell to each of the Investors, the aggregate number of shares of Common Stock that is equal to the Company setting forth the number product of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of (A) the total number of shares of Common Stock which are not subscribed for in the Option Securities Rights Offering (which number shall be set forth in the Rights Offering Notice) and (B) the percentage set forth opposite each such Investor's name on Exhibit A hereto under the heading "Percentage For Standby Commitment" at a purchase price per share equal to the Subscription Price (the obligation to purchase additional shares of Common Stock pursuant to this Section 1.1(b), the "Standby Commitment"); provided that in no event shall either Investor be obligated to purchase any shares under the Standby Commitment in excess of that number of shares equal to the product of (A) and (B) in the immediately preceding clause. Each Investor, at its election, may pay the Subscription Price of the Common Stock to be purchased under the Standby Commitment by tendering (i) cash or (ii) Bridge Notes in an aggregate principal amount equal to the product of (A) the Subscription Price and (B) the product of (I) the number set forth in the Rights Offering Notice and (II) the percentage set forth opposite each such Investor's name on Exhibit A hereto under the heading "Percentage For Standby Commitment," provided that, in the event that any Investor elects to tender Bridge Notes in satisfaction of the Standby Commitment, any remaining balance of the aggregate principal amount of the Bridge Notes issued to such Investor shall be paid to such Investor by the several Underwriters as such Underwriter is purchasing of Company in cash on the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Units.Standby Commitment Closing Date; and (c) In addition the aggregate amount to be paid by an Investor under this Section 1.1 shall be referred to herein as the discount from "Purchase Price" with respect to such Investor; and (d) for the public offering price represented by avoidance of doubt, all payments made under the purchase price set forth Bridge Notes or pursuant to each Investor's obligations under the Standby Commitment shall be in cash. To the first sentence extent that an Investor elects under Section 1.1(a) or 1.1(b) hereof to offset its obligations to make cash payments under the Standby Commitment against the Company's obligation to make cash payments under the Bridge Notes, the parties agree that such offset shall be made merely for the administrative convenience of Section 3(a) of this Agreementthe parties, due to potentially offsetting cash transfer obligations, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters such offset shall not be considered a deferred discount repayment of $0.350 per Unit Bridge Notes with Common Stock (including both Firm Securities and Option Securities but excluding or a conversion of any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders portion of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”Bridge Notes into Common Stock), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company Transferor agrees to cause the Trust to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, except as set forth in Section 9 below, to purchase from the Companyrespective initial principal amount of Class A Certificates set forth opposite such Underwriter's name in Schedule I hereto, at a purchase price of 99.75% of the aggregate principal amount thereof. The Class A Certificates will initially be represented by one or more certificates representing $9.800 per Unit450,000,000 aggregate initial principal amount, each of which will be registered in the name of Cede & Co., the amount nominee of The Depository Trust Company ("DTC") (such certificates, the "DTC Certificates"). The interests of beneficial owners of the Firm Securities set forth opposite such Underwriter’s name DTC Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates evidencing the Class A Certificates will be available only under the limited circumstances specified in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units Pooling and Servicing Agreement. Delivery of the DTC Certificates shall be $10.000. The number made to the accounts of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing at the office of DTC, 55 Water Street, 49th Floor, New York, New York 10004, against payment xx xxx xxxxxxx Xxxxxxxxxxxx xx xxx xxxxxxxx xxxxx xxerefor to or upon the order of the aggregate Firm SecuritiesTransferor in immediately available funds at the office of Stroock & Stroock & Lavan LLP, subject to New York, New York at 10:00 a.m., New York time, on June 15, 0001, or at such adjustments other time not later than seven full business days thereafter as the Representative in its absolute discretion shall make Transferor and the Underwriters determine, such time being herein referred to eliminate any fractional Sponsor IPO Units. (b) Subject to as the terms and conditions and in reliance upon "Closing Date". The certificates evidencing the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Securities DTC Certificates will be made available for checking at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any office of its affiliates purchase any Sponsor IPO UnitsStroock & Stroock & Lavan LLP at 180 Maiden Lane, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover overNew York, New York 10038-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part 4982, at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Unitsleast 00 xxurs priox xx xxx Xxxxxxx Xxxx. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, each Forward Seller (with respect to the Underwritten Borrowed Shares) and the Company (with respect to any Company Top-Up Underwritten Shares), severally and not jointly, agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from each Forward Seller (with respect to the Company, Underwritten Borrowed Shares) and the Company (with respect to any Company Top-Up Underwritten Shares) the respective number of Underwritten Shares set forth in Schedule II hereto opposite its name at a purchase price of $9.800 155.685 per Unit, share (the amount “Purchase Price”). The obligations of the Firm Securities set forth opposite such UnderwriterForward Sellers to sell Shares under this Agreement are several and not joint. Each Forward Seller’s name in Schedule I hereto; provided that obligations extend solely to the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The respective number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in Shares specified opposite its absolute discretion shall make to eliminate any fractional Sponsor IPO Unitsname on Schedule II. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, each Forward Seller (with respect to any Borrowed Option Shares) and the Company (with respect to any Company Top-Up Option Shares), severally and not jointly, hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities Shares set forth in Schedule II hereto opposite its name at the Purchase Price; provided that the Purchase Price shall be reduced by an amount per share equal to any dividends or distributions paid or payable on the Underwritten Shares but not payable on such that Option Shares (the number of “Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the UnderwritersPurchase Price”). Said option may be exercised in whole or in part at any time from time to time on or before the 45th 30th day after the date of the Prospectus upon written or telegraphic notice by the Representative Representatives to the Forward Sellers and the Company setting forth the number of Option Securities Shares as to which the several Underwriters are exercising the option and the settlement date. The On each Date of Delivery, if any, each Underwriter agrees, severally and not jointly, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, to purchase, at the Option Purchase Price, the number of Option Securities to be purchased by each Underwriter shall be based upon Shares that bears the same percentage of ratio to the total aggregate number of Option Shares being purchased on such Date of Delivery as the Option Securities number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule II hereto bears to be the aggregate number of Underwritten Shares being purchased by the several Underwriters as such Underwriter is purchasing of the Firm SecuritiesUnderwriters, subject subject, however, to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional UnitsShares as the Representatives in their sole discretion shall make. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), If (i) any of the Underwriters will forfeit representations and warranties of the Company and the Operating Partnership contained in Section 1 hereof or any rights certificate delivered by the Company pursuant hereto are not true and correct as of the Closing Date or claims to any Date of Delivery, as the Deferred Discount and case may be, as if made as of the Closing Date or such Date of Delivery, (ii) the Trustee Company has not performed all of the obligations required to be performed by it under the Trust this Agreement is authorized to distribute the Deferred Discount on or prior to the Public Shareholders Closing Date or such Date of Delivery, (iii) any of the conditions set forth in Section 7 hereof have not been satisfied on or prior to the Closing Date or such Date of Delivery, (iv) this Agreement shall have been terminated pursuant to Section 11 hereof on or prior to the Closing Date or such Date of Delivery or the Closing Date or such Date of Delivery shall not have occurred, (v) any of the conditions set forth in Section 7(a) of the Forward Sale Agreements shall not have been satisfied on or prior to the Closing Date or such Date of Delivery or (vi) any of the representations and warranties of the Company contained in the Forward Sale Agreements are not true and correct as of the Closing Date or such Date of Delivery as if made as of the Closing Date or such Date of Delivery (clauses (i) through (vi), together, the “Conditions”), then each of the Forward Sellers, in its sole discretion, may elect not to borrow and deliver for sale to the Underwriters the Borrowed Shares otherwise deliverable on such date. In addition, in the event a pro rata basisForward Seller determines in good faith and a commercially reasonable manner that (A) in connection with establishing its commercially reasonable hedge position such Forward Seller is unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the number of Borrowed Shares to be sold by it hereunder, or (B) it would be impracticable for such Forward Seller to do so or it would incur a stock loan cost of more than 300 basis points per annum with respect to all or any portion of such shares to do so, then, in each case, such Forward Seller shall only be required to deliver for sale to the Underwriters on the Closing Date or any Date of Delivery, as the case may be, the aggregate number of shares of Common Stock that such Forward Seller or its affiliate is able to so borrow in connection with establishing its commercially reasonable hedge position at or below such cost. (d) If a Forward Seller elects, pursuant to Section 3(c) hereof, not to borrow and deliver for sale to the Underwriters on the Closing Date or any Date of Delivery, as the case may be, the total number of Borrowed Shares to be sold by it hereunder, such Forward Seller will use its commercially reasonable efforts to notify the Company no later than 5:00 p.m., New York City time, on the Business Day prior to the Closing Date or such Date of Delivery. Notwithstanding anything to the contrary herein, in no event will the Company be required to issue or deliver the applicable Company Shares prior to the Business Day following notice to the Company of the relevant number of Shares so deliverable in accordance with this Section 3(d).

Purchase and Sale. (a) Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall: (i) contribute, assign, convey and transfer to Buyer or its designee all right, title and interest of Seller in reliance upon and to the representations assets set forth on Schedule 2.1(a)(i) and warranties herein those assets deemed to be set forthforth on Schedule 2.1(a)(i) pursuant to Section 2.3 (the “Contributed Assets”), the Company agrees to sell to each Underwriterfree and clear of all Liens other than Permitted Liens; and (ii) sell, assign, convey, and each Underwriter agreestransfer to Buyer or its designee, severally all right, title and not jointly, interest of Seller in and to purchase from the Company, at a purchase price of $9.800 per Unit, the amount of the Firm Securities assets set forth opposite such Underwriter’s name in on Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units 2.1(a)(ii) and those assets deemed to be purchased by each Underwriter shall be based upon set forth on Schedule 2.1(a)(ii) pursuant to Section 2.3 (the same percentage “Purchased Assets”), free and clear of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Unitsall Liens other than Permitted Liens. (b) Subject to Upon the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option subject to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Securities conditions of this Agreement: (i) at the same purchase price per Unit as Closing, in consideration of the Underwriters contribution, assignment, conveyance and transfer by Seller of the Contributed Assets, Buyer shall pay for issue and deliver an aggregate amount of Buyer Common Units (the Firm Securities; provided that if “Contributed Assets Consideration”) to Seller which is equal to $3,393,632 divided by the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product lesser of (x) 15% $20.50 and (y) the number average of Firm the high and low price each day for the Buyer Common Units less on the New York Stock Exchange for the ten-business day period beginning on the 15th business day prior to the Closing Date (the “Average Price”); provided that, to the extent that the number of Sponsor IPO Buyer Common Units comprising the Contributed Assets Consideration exceeds 165,543 Buyer Common Units (the amount of such excess, the “Excess Units. Said option may be exercised only ”) Buyer may, at its option, substitute a cash payment to cover over-allotments in the sale Seller for all or any portion of the Firm Securities by the Underwriters. Said option may be exercised Excess Units in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative an amount equal to the Company setting forth Average Price multiplied by the number of Option Securities as Excess Units for which Buyer has exercised its election to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as substitute such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Unitscash payment. (cii) In addition at the Closing, in consideration of the sale, assignment, conveyance and transfer by Seller of the Purchased Assets (other than the Purchased Assets which are included in the determination of the Working Capital Amount), Buyer shall pay an aggregate of $2,845,352 in cash (the “Purchased Assets Consideration” and, together with the Contributed Assets Consideration, the “Acquired Assets Consideration”) to Seller; (iii) after the discount from Closing, pursuant to and as contemplated by Section 2.6 and in accordance with the public offering price represented by the purchase price timetables and procedures set forth in Section 2.6, if the first sentence of Section 3(a) of this AgreementWorking Capital Payment is positive, and subject to Section 6(hh), the Company hereby agrees to then Buyer shall pay to Seller the Underwriters a deferred discount amount of $0.350 per Unit (including both Firm Securities any such positive Working Capital Payment and Option Securities but excluding if the Working Capital Payment is negative, then Seller shall pay to Buyer the amount of any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basissuch negative Working Capital Payment.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each U.S. Underwriter, and each U.S. Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 27.47 per Unitshare, the amount number of the Firm U.S. Underwritten Securities set forth opposite such U.S. Underwriter’s 's name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several U.S. Underwriters to purchase, severally and not jointly, up to 7,500,000 an aggregate of 1,770,000 shares of U.S. Option Securities at the same purchase price per Unit share as the U.S. Underwriters shall pay for the Firm U.S. Underwritten Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm U.S. Underwritten Securities by the U.S. Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th 30th day after the date of the U.S. Prospectus upon written or telegraphic notice by the U.S. Representative to the Company setting forth the number of shares of the U.S. Option Securities as to which the several U.S. Underwriters are exercising the option and the settlement date. Delivery of certificates for the shares of U.S. Option Securities, and payment therefor, shall be made as provided in Section 3 hereof. The number of shares of the U.S. Option Securities to be purchased by each U.S. Underwriter shall be based upon the same percentage of the total number of shares of the U.S. Option Securities to be purchased by the several U.S. Underwriters as such U.S. Underwriter is purchasing of the Firm U.S. Underwritten Securities, subject to such adjustments as the Representative you in its your absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and set forth in reliance upon the representations and warranties herein set forththis Agreement, the Company agrees to shall issue and sell to each Underwriter, the Purchasers and each Underwriter agreesthe Purchasers shall, severally and not jointly, to purchase from the Company an aggregate principal amount of $12,000,000 of Debentures (the "Initial Tranche Debentures"), an aggregate principal amount of $10,000,000 of additional Debentures in an additional closing (the "Second Tranche Debentures") and an aggregate principal amount of $10,000,000 of additional Debentures in an additional closing (the "Third Tranche Debentures"). (a) The Initial Tranche Closing. (i) The closing of the purchase and sale of the Initial Tranche Debentures (the "Initial Closing") shall take place at the offices of Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx & Xxxxxx LLP ("Xxxxxxxx Xxxxxxxxx"), 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, immediately following the execution hereof or such later date as the parties shall agree. The date of the Initial Closing is hereinafter referred to as the ("Initial Closing Date"). (ii) At the Initial Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser (1) Debentures in the aggregate principal amount for Initial Tranche Debentures indicated below such Purchaser's name on the signature page to this Agreement, registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock providing a 25% Warrant coverage for the principal amount of Debentures being acquired (collectively, the "Initial Tranche Warrants"), (3) a legal opinion of Xxxxx & Xxxxxxx, L.L.P., outside counsel to the Company, at a purchase price in the form of $9.800 per UnitExhibit C, (4) an executed Registration Rights Agreement, dated the amount date hereof, among the Company and the Purchasers, in the form of Exhibit B (the Firm Securities set forth opposite such Underwriter’s name "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in Schedule I heretothe form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); provided that and (B) each Purchaser shall deliver to the Company (1) the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon indicated below such Purchaser's name on the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Units. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant signature page to this Agreement (in United States dollars in immediately available funds by wire transfer to an account designated in writing by the “Public Shareholders”)Company for such purpose, (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii2) the Trustee under the Trust an executed Registration Rights Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basisand Convertible Debentures Purchase Agreement.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 16.59 per Unitshare (representing a public offering price of $17.55 per share, less an underwriting discount of $0.96 per share), the amount of the Firm Securities Shares set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Securities 180,000 Additional Shares in the aggregate at the same purchase price per Unit share as the Underwriters shall pay for the Firm Securities; provided that if Shares, less an amount per share equal to any dividends or distributions declared by the Sponsor or any of its affiliates purchase any Sponsor IPO Units, Company and payable on the number of Option Securities shall be reduced such that Firm Shares but not payable on the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO UnitsAdditional Shares. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities Shares by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th 30th day after the date of the Prospectus hereof upon written or telegraphic notice by the Representative to the Company setting forth the number of Option Securities shares of the Additional Shares as to which the several Underwriters are exercising the option and the settlement dateDate of Delivery. The number of Option Securities Additional Shares to be purchased by each Underwriter shall be based upon the same percentage of the total number of shares of the Option Securities Additional Shares to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm SecuritiesShares, subject to such adjustments as the Representative you in its your absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, (a) the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a the purchase price of $9.800 per Unitset forth in Exhibit A to Schedule II, the amount number of the Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm SecuritiesI, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. and (b) Subject in the event and to the terms and conditions and in reliance upon extent that the representations and warranties herein set forthUnderwriters shall exercise the election to purchase Optional Securities as provided below, the Company hereby grants an option agrees to issue and sell to each of the several Underwriters, and each of the Underwriters to purchaseagrees, severally and not jointly, up to 7,500,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to from the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Units. (c) In addition to the discount from the public offering price represented by at the purchase price set forth in Exhibit A to Schedule II hereto that portion of the number of Optional Securities as to which such election shall have been exercised. The Company hereby grants to the Underwriters the right to purchase at their election up to the number of Optional Securities set forth opposite the name of such Underwriter in Schedule I hereto on the terms referred to in the first sentence paragraph of this Section 3(a) 2 for the sole purpose of covering sales of securities in excess of the aggregate principal amount of Firm Securities. Any such election to purchase Optional Securities may be exercised by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities to be purchased and subject the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 6(hh)(3) hereof) or, unless you and the Company hereby agrees to pay to otherwise agree in writing, earlier than two or later than ten business days after the Underwriters a deferred discount date of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basissuch notice.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company Partnership agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyPartnership, at a purchase price of $9.800 per Unitset forth in Section 2(c) below, the amount of the Firm Securities Units set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company Partnership hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 1,616,785 Option Securities Units at the same purchase price per Unit unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities Units by the Underwriters. Said option may be exercised in whole or in part at any from time to time on or before the 45th 30th day after the date of the Prospectus upon written or telegraphic notice by the Representative Representatives to the Company Partnership setting forth the number of Option Securities Units as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities Firm Units to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm SecuritiesUnits, subject to such adjustments as the Representative Representatives in its their absolute discretion shall make to eliminate any fractional Unitsunits. (ci) In addition to the discount from the public offering price represented by the The purchase price set forth in of the first sentence Firm Units (other than the Affiliate Units and Andras Units, but including for purposes of Section 3(a) of this Agreement, clarification all Directed Units other than the Affiliate Units and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Andras Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount Option Units shall be $26.32 per unit and (ii) the Trustee under purchase price of the Trust Agreement Affiliate Units and Andras Units shall be $28.00 per unit. It is authorized to distribute understood that the Deferred Discount to Underwriters will not receive any discount or commission on the Public Shareholders Affiliate Units and Andras Units that are part of the Directed Unit Program. It is further understood that the Underwriters are not underwriting, offering, selling or distributing the Non-Underwritten Units and therefore will not receive any discount or commission on a pro rata basisthe sale by the Partnership of the Non-Underwritten Units.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 9.80 per UnitShare, the amount of the Firm Securities Shares set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth herein, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 6,000,000 Option Securities Shares at the same purchase price per Unit Share as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO UnitsShares. Said This option may be exercised only to cover over-allotments in the sale of the Firm Securities Shares by the Underwriters. Said This option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written or telegraphic notice by the Representative to the Company setting forth the number of Option Securities Shares as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Each Underwriter shall be based upon purchase the same percentage of the total number of the Option Securities Shares to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm SecuritiesShares, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Unitsshares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a2(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 0.35 per Unit Share (including for both Firm Securities Shares and Option Securities but excluding any Sponsor IPO UnitsShares) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representative, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account by wire transfer if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public ShareholdersStockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders Stockholders on a pro rata basis.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations representations, warranties and warranties covenants herein set forth, the Company Partnership agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyPartnership, at a purchase price of $9.800 [·] per Unitunit, the amount of the Firm Securities Units set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations representations, warranties and warranties covenants herein set forth, the Company Partnership hereby grants an option to the several Underwriters to purchaseUnderwriters, severally and not jointly, to purchase up to 7,500,000 [·] Option Securities Units at the same purchase price per Unit unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, less an amount per Option Unit equal to any distributions declared by the number of Option Securities shall be reduced such that Partnership and payable on the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less but not payable on the number of Sponsor IPO Option Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities Units by the Underwriters. Said option may be exercised in whole or from time to time in part at any time on or before the 45th 30th day after the date of the Prospectus upon written or telegraphic notice by the Representative Representatives to the Company Partnership setting forth the number of Option Securities Units as to which the several Underwriters are exercising the option and the settlement date, which settlement date shall not be later than seven full Business Days after the exercise of said option, nor in any event prior to the Closing Date. The number of Option Securities Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities Units to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm SecuritiesUnits, subject to such adjustments as the Representative Representatives in its their absolute discretion shall make to eliminate any fractional Units. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Purchase and Sale. (a) Subject 2.1 Upon and subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 per Unit, the amount of the Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto; provided that the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Sponsor IPO Units. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities shall be reduced such that the number of Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Units. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, the Vendor hereby absolutely and subject irrevocably agrees to Section 6(hh)sell, convey, grant, transfer, assign and set over the Company Purchased Assets unto the Purchaser, and the Purchaser hereby agrees to pay acquire from the Vendor the Purchased Assets, on an “as is, where is basis” as provided in Section 10, as at and with effect as of the Closing Time. 2.2 The consideration payable by the Purchaser to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder Vendor for the Purchased Assets (the “Deferred DiscountPurchase Price”). ) shall be equal to the aggregate of the fair market value of the Purchased Assets as of the close of business on the day before the Closing Date, which the Parties have agreed shall be determined in accordance with the following formula: Purchase Price = A – B Where: A = Spinco FMV B = The Underwriters hereby agree that if no Business Combination is consummated within amount of the time period provided subscription calculated in Section 5.4(b)(ii) of the Arrangement Agreement. 2.3 The Purchase Price shall be paid and satisfied by the Purchaser on the Closing Date by the Purchaser allotting, issuing, delivering to and registering in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders name of the Ordinary Vendor, fully paid and non-assessable Spinco Shares included without par value in the Securities sold pursuant to this Agreement capital of the Purchaser, free and clear of all Liens (the “Public ShareholdersSpinco Consideration Shares”). 2.4 The Purchase Price shall be allocated among the Purchased Assets in the manner specified in Schedule E attached hereto. The Purchaser and the Vendor shall follow the allocations set out in Schedule E in determining and reporting their liabilities for any Taxes and, (i) the Underwriters will forfeit without limitation, shall file their respective Returns prepared in accordance with such allocations. 2.5 Notwithstanding any rights or claims provision of this Agreement to the Deferred Discount and (ii) contrary, nothing herein shall be, or be deemed to be a transfer by the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount Vendor to the Public Shareholders on a pro rata basisPurchaser of the Excluded Assets, or any interest therein.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, each Forward Seller (with respect to the Underwritten Borrowed Shares) and the Company (with respect to any Company Top-Up Underwritten Shares), severally and not jointly, agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from each Forward Seller (with respect to the Company, Underwritten Borrowed Shares) and the Company (with respect to any Company Top-Up Underwritten Shares) the respective number of Underwritten Shares set forth in Schedule II hereto opposite its name at a purchase price of $9.800 92.64 per Unit, share (the amount “Purchase Price”). The obligations of the Firm Securities set forth opposite such UnderwriterForward Sellers to sell Shares under this Agreement are several and not joint. Each Forward Seller’s name in Schedule I hereto; provided that obligations extend solely to the purchase price for any Securities that are Sponsor IPO Units shall be $10.000. The respective number of Sponsor IPO Units to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Sponsor IPO Units to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representative in Shares specified opposite its absolute discretion shall make to eliminate any fractional Sponsor IPO Unitsname on Schedule II. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, each Forward Seller (with respect to any Borrowed Option Shares) and the Company (with respect to any Company Top-Up Option Shares), severally and not jointly, hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 7,500,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities; provided that if the Sponsor or any of its affiliates purchase any Sponsor IPO Units, the number of Option Securities Shares set forth in Schedule II hereto opposite its name at the Purchase Price; provided that the Purchase Price shall be reduced by an amount per share equal to any dividends or distributions paid or payable on the Underwritten Shares but not payable on such that Option Shares (the number of “Option Securities shall equal the product of (x) 15% and (y) the number of Firm Units less the number of Sponsor IPO Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the UnderwritersPurchase Price”). Said option may be exercised in whole or in part at any time from time to time on or before the 45th 30th day after the date of the Prospectus upon written or telegraphic notice by the Representative Representatives to the Forward Sellers and the Company setting forth the number of Option Securities Shares as to which the several Underwriters are exercising the option and the settlement date. The On each Date of Delivery, if any, each Underwriter agrees, severally and not jointly, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, to purchase, at the Option Purchase Price, the number of Option Securities to be purchased by each Underwriter shall be based upon Shares that bears the same percentage of ratio to the total aggregate number of Option Shares being purchased on such Date of Delivery as the Option Securities number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule II hereto bears to be the aggregate number of Underwritten Shares being purchased by the several Underwriters as such Underwriter is purchasing of the Firm SecuritiesUnderwriters, subject subject, however, to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional UnitsShares as the Representatives in their sole discretion shall make. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of this Agreement, and subject to Section 6(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Firm Securities and Option Securities but excluding any Sponsor IPO Units) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), If (i) any of the Underwriters will forfeit representations and warranties of the Company and the Operating Partnership contained in Section 1 hereof or any rights certificate delivered by the Company pursuant hereto are not true and correct as of the Closing Date or claims to any Date of Delivery, as the Deferred Discount and case may be, as if made as of the Closing Date or such Date of Delivery, (ii) the Trustee Company has not performed all of the obligations required to be performed by it under the Trust this Agreement is authorized to distribute the Deferred Discount on or prior to the Public Shareholders Closing Date or such Date of Delivery, (iii) any of the conditions set forth in Section 7 hereof have not been satisfied on or prior to the Closing Date or such Date of Delivery, (iv) this Agreement shall have been terminated pursuant to Section 11 hereof on or prior to the Closing Date or such Date of Delivery or the Closing Date or such Date of Delivery shall not have occurred, (v) any of the conditions set forth in Section 7(a) of the Forward Sale Agreements shall not have been satisfied on or prior to the Closing Date or such Date of Delivery or (vi) any of the representations and warranties of the Company contained in the Forward Sale Agreements are not true and correct as of the Closing Date or such Date of Delivery as if made as of the Closing Date or such Date of Delivery (clauses (i) through (vi), together, the “Conditions”), then each of the Forward Sellers, in its sole discretion, may elect not to borrow and deliver for sale to the Underwriters the Borrowed Shares otherwise deliverable on such date. In addition, in the event a pro rata basisForward Seller determines in good faith and a commercially reasonable manner that (A) in connection with establishing its commercially reasonable hedge position such Forward Seller is unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the number of Borrowed Shares to be sold by it hereunder, or (B) it would be impracticable for such Forward Seller to do so or it would incur a stock loan cost of more than 300 basis points per annum with respect to all or any portion of such shares to do so, then, in each case, such Forward Seller shall only be required to deliver for sale to the Underwriters on the Closing Date or any Date of Delivery, as the case may be, the aggregate number of shares of Common Stock that such Forward Seller or its affiliate is able to so borrow in connection with establishing its commercially reasonable hedge position at or below such cost. (d) If a Forward Seller elects, pursuant to Section 3(c) hereof, not to borrow and deliver for sale to the Underwriters on the Closing Date or any Date of Delivery, as the case may be, the total number of Borrowed Shares to be sold by it hereunder, such Forward Seller will use its commercially reasonable efforts to notify the Company no later than 5:00 p.m., New York City time, on the Business Day prior to the Closing Date or such Date of Delivery. Notwithstanding anything to the contrary herein, in no event will the Company be required to issue or deliver the applicable Company Shares prior to the Business Day following notice to the Company of the relevant number of Shares so deliverable in accordance with this Section 3(d).