Common use of Purchase of Firm Units Clause in Contracts

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Shares”), one-half (1/2) of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, and the Warrants included in the Firm Units trade separately until (a) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (as defined below) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (b) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commence. Each whole Warrant entitles its holder to purchase one Class A Share for $11.50 per share, subject to adjustment, commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, on the date that is the five year anniversary of the consummation of the Business Combination and (ii) the redemption of the Class A Shares or liquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 20,000,000 units (the “Firm Units”) the number of the Company, as Firm Units set forth opposite the respective names name of the Underwriters set forth on such Underwriter in Schedule A hereto, attached hereto at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A ordinary share common stock, $0.0001 par value, of the Company, par value $0.0001 per share Company (the “Class A SharesCommon Stock”), one-and one half (1/2) of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Warrant Private Placement (as defined belowin Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of 12 twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares or liquidation of the Companyliquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 20,000,000 units (the “Firm Units”) of the Company, as at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite the their respective names of the Underwriters set forth on Schedule A hereto, hereto at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A ordinary share common stock, $0.0001 par value, of the Company, par value $0.0001 per share Company (the “Class A SharesCommon Stock”), and one-half (1/2) of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units trade separately until prior to the Business Day (aas defined below) after (i) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (the “Initial 8-K”) that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (as defined below) and updated another Current Report on Form 8-K or an amendment to the Initial 8-K to update financial information with respect to any proceeds the Company receives has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of such option proceeds is exercised prior to not reflected in the filing of the Form Initial 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of 12 months one year from the Closing Date (as defined below) or and 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares Warrants or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share and only whole Warrants are exercisable.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriterssell, severally and not jointly, and to the Underwriters agree to purchase from the Company, severally and not jointlyseveral Underwriters, an aggregate of 15,000,000 6,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, Company at a purchase price (net of discounts and commissions, including the Deferred Underwriting Commission described in Section 1.3.1 below) of $9.80 9.50 per Firm UnitUnit with respect to investors introduced by the Underwriters or $9.575 per Firm Unit with respect to investors introduced by the Sponsor (as defined below). The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A attached hereto and made a part hereof at a purchase price (net of discounts and commissions, including the Deferred Underwriting Commission described in Section 1.3.1 below) of $9.50 per Firm Unit with respect to investors introduced by the Underwriters or $9.575 per Firm Unit with respect to investors introduced by the Sponsor. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit (or Option Unit, as applicable). Each Firm Unit (and Option Unit) consists of one Class A ordinary (1) share of common stock of the Company, par value $0.0001 per share (the “Class A SharesCommon Stock”), one (1) right to receive one-half tenth (1/21/10) of a share of common stock upon the consummation of a Business Combination (as defined below) (the “Rights”) and one (1) redeemable warrant (collectively, the “WarrantsWarrant”), and one right each Warrant entitling the holder thereof to purchase one-tenth one share of one Class A ordinary share (Common Stock; provided, however, the “Right”)Company will not sell or issue fractional shares with respect to any Right or Warrant. The Class A SharesCommon Stock, Rights, the Rights and the Warrants included in the Firm Units (and the Option Units) will trade not be separately on transferable until the 52nd earlier of the 90th day following after the date hereof (or if such day is not a Business Day that the Registration Statement (as defined below), ) is declared effective (the following Business Day“Effective Date”) unless by the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, and the Warrants included in the Firm Units trade separately until (a) the Company has filed with the United States U.S. Securities and Exchange Commission (the “Commission”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K that includes (“Form 8-K”) with the Commission containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Unit Private Placement (as defined below) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (b) the Company has filed with the Commission a Current Report on Form 8-K and issued issuing a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Share for $11.50 per share, subject to adjustment, commencing on In no event will the later Company allow separate trading until (i) the preparation of 12 months from an audited balance sheet of the Closing Date (defined below) or 30 days after the consummation Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission on a merger, share exchange, asset acquisition, share purchase, reorganization, Form 8-K or similar business combination with one or more businesses (form by the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, on the date that is the five year anniversary of the consummation of the Business Combination Company which includes such balance sheet and (ii) the redemption issuance of a press release announcing when such separate trading shall begin. As described in the Class A Shares or liquidation Prospectus (as defined herein), each Warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per full share during the Company.period commencing on thirty (30) days after the closing of a Business Combination, and terminating on the fifth (5th)

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriterssell, severally and not jointly, and to the Underwriters agree to purchase from the Company, severally and not jointlyseveral Underwriters, an aggregate of 15,000,000 7,500,000 units (the “"Firm Units”") of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.80 7.44 per Firm Unit (including discounts and commissions of $0.16 that will not be paid to the Underwriters unless and until a Business Combination (as defined below) has been consummated by the Company) ("Contingent Underwriting Discount"). The Underwriters, severally and not jointly, agree (i) that they will not seek payment of the Contingent Underwriting Discount unless and until a Business Combination has been consummated by the Company, and (ii) that the Contingent Underwriting Discount shall be placed in the Trust Fund (as defined in Section 1.1.2) and held until the Business Combination has been consummated. The Company agrees that it shall pay such Contingent Underwriting Discounts only upon consummation of such Business Combination. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $7.44 per Firm Unit. The Firm Units are to be offered initially to the public (the “"Offering”") at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Company's common stock, par value $0.0001 .0001 per share (the “Class A Shares”), one-half (1/2) of one redeemable warrant (collectively, the “Warrants”"Common Stock"), and one right to purchase one-tenth of one Class A ordinary share warrant (the “Right”"Warrant(s)"). The Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date ("Effective Date") of the date hereof (or if such day is not a Business Day Registration Statement (as defined below), the following Business Dayin Section 2.1.1 hereof) unless MJ informs the Representative determines Company of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, but in no event will MJ allow separate trading until the Class A Shares, Rights, preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the Warrants included in the Firm Units trade separately until (a) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) filing of a Current Report on Form 8-K that includes an audited balance sheet reflecting with the Company’s receipt of Securities and Exchange Commission (the proceeds of the Offering and the Unit Private Placement (as defined below"Commission") and updated financial information with respect to any proceeds by the Company receives from the exercise of the Over-allotment Option (as defined below) if which includes such option is exercised prior to the filing of the Form 8-K, and (b) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebalance sheet. Each whole Warrant entitles its holder to exercise it to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, 6.00 during the period commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization, its Business Combination or similar business combination with one or more businesses (year from the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, Effective Date and terminating on the date that is the five four-year anniversary of the consummation of Effective Date. "Business Combination" shall mean any merger, capital stock exchange, asset acquisition or other similar business combination consummated by the Business Combination and Company with an operating business (ii) as described more fully in the redemption of the Class A Shares or liquidation of the CompanyRegistration Statement).

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, Underwriters and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 20,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.80 9.95 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A ordinary share common stock, $0.0001 par value, of the Company, par value $0.0001 per share Company (the “Class A SharesCommon Stock”), and one-half (1/2) of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement Placements (as defined belowin Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the such Current Report on Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of 12 twelve months from the Closing Date (defined below) or and 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares Common Stock or liquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriterssell, severally and not jointly, and to the Underwriters agree to purchase from the Company, severally and not jointlyseveral Underwriters, an aggregate of 15,000,000 6,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.80 5.79 per Firm UnitUnit (subject to adjustment in respect of the Deferred Compensation which may be paid to the Underwriters in accordance with Section 1.1.3 hereof) (the “Purchase Price”). The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule I attached hereto and made a part hereof at the Purchase Price. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 6.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Company’s common stock, par value $0.0001 .0001 per share (the “Class A Shares”), one-half (1/2) of one redeemable warrant (collectively, the “WarrantsCommon Stock”), and one right to purchase one-tenth of one Class A ordinary share two warrants (the “RightWarrant(s)”). The Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until the 52nd day following earlier to occur of (i) the date hereof expiration of the Underwriters’ option to purchase up to 900,000 additional units to cover over-allotments or (or if ii) 20 trading days after the exercise in full by the Underwriters of such day is not a Business Day option (as defined belowthe “Separation Date”), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, but in no event will the Class A Shares, Rights, and the Warrants included in the Firm Units trade separately until (a) Representative allow separate trading before an audited balance sheet has been prepared reflecting receipt by the Company has of the gross proceeds of the Offering and filed with the United States Securities and Exchange Commission (the “Commission”) with a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (as defined below) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (b) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commence. K. Each whole Warrant entitles its holder to exercise it to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, 5.00 during the period commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the its “Business Combination” or one year from the effective date (“Effective Date”). The Warrants will expire upon ) of the earlier to occur of Registration Statement (ias defined in Section 2.1.1 hereof) 5:00 p.m. New York time, and terminating on the date that is the five four-year anniversary of the consummation Effective Date. “Business Combination” shall mean the acquisition by the Company, whether by merger, capital stock exchange, asset or stock acquisition or other similar type of transaction or a combination of the Business Combination foregoing, of one or more companies operating in the media and advertising industry in China (ii) as described more fully in the redemption of the Class A Shares or liquidation of the CompanyRegistration Statement).

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 20,000,000 units (the “Firm Units”) ), ratably in accordance with the number of the Company, as Firm Units set forth opposite the respective names name of the Underwriters set forth on such Underwriter in Schedule A attached hereto, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A ordinary share common stock, $0.0001 par value per share, of the Company, par value $0.0001 per share Company (the “Class A Shares”), one-half (1/2) of one redeemable warrant (collectively, the “WarrantsCommon Stock”), and one right to purchase one-tenth half of one Class A ordinary share redeemable public warrant (the “RightPublic Warrants”). The Class A Shares, Rights, Common Stock and the Public Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines Representatives determine to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, Common Stock and the Public Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Warrant Private Placement (as defined belowin Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one share of Class A Share Common Stock for $11.50 per share, subject to adjustment, commencing on the later of 12 twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares or liquidation of the Companyliquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 12,500,000 units (the “Firm Units”) of the Company, as at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite the their respective names of the Underwriters set forth on Schedule A hereto, hereto at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A ordinary share common stock, $0.0001 par value, of the Company, par value $0.0001 per share Company (the “Class A SharesCommon Stock”), and one-half (1/2) of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units trade separately until prior to the Business Day (aas defined below) after (i) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (the “Initial 8-K”) that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (as defined below) and updated another Current Report on Form 8-K or an amendment to the Initial 8-K to update financial information with respect to any proceeds the Company receives has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of such option proceeds is exercised prior to not reflected in the filing of the Form Initial 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of 12 months one year from the Closing Date (as defined below) or and 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares Warrants or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share and only whole Warrants are exercisable.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 units (the “Firm Units”) of the Company, as at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite the their respective names of the Underwriters set forth on Schedule A hereto, hereto at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A ordinary share common stock, $0.0001 par value, of the Company, par value $0.0001 per share Company (the “Class A SharesCommon Stock”), and one-half (1/2) third of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units trade separately until prior to the Business Day (aas defined below) after (i) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (the “Initial 8-K”) that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (as defined below) and updated another Current Report on Form 8-K or an amendment to the Initial 8-K to update financial information with respect to any proceeds the Company receives has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of such option proceeds is exercised prior to not reflected in the filing of the Form Initial 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of 12 months one year from the Closing Date (as defined below) or and 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares Warrants or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share and only whole Warrants are exercisable.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 25,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissionscommissions and the Deferred Underwriting Commission described in Section 1.3 below) of $9.80 9.45 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Company’s Class A common stock, par value $0.0001 per share par value, of the Company (the “Class A Shares”), one-half (1/2) of one redeemable warrant (collectively, the “WarrantsCommon Stock”), and one right to purchase one-tenth half of one Class A ordinary share redeemable public warrant (the “RightPublic Warrants”). The Class A Shares, Rights, Common Stock and the Public Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines Representatives determine to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Warrant Private Placement (as defined belowin Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of 12 twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share consolidation, capital stock exchange, asset acquisition, share stock purchase, reorganization, or similar business combination with one or more businesses or companies (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares Common Stock or liquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriterssell, severally and not jointly, and to the Underwriters agree to purchase from the Company, severally and not jointlyseveral Underwriters, an aggregate of 15,000,000 units 250,000 Series A Units ("Series A Units") and 1,250,000 Series B Units ("Series B Units" and together with the “Series A Units, the "Firm Units”") of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.80 9.765 per Firm Series A Unit and $9.393 per Series B Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $9.765 per Series A Unit and $9.393 per Series B Unit. The Series A Units and Series B Units are to be offered initially to the public (the “"Offering”") at the offering price of $10.00 10.50 and $10.10 per Firm Series A Unit and Series B Unit, respectively. Each Firm Series A Unit consists of one Class A ordinary share two shares of the Company's common stock, par value $0.0001 .0001 per share (the “Class A Shares”"Common Stock"), one-half five Class W Warrants (1/2"Class W Warrants") of one redeemable warrant and five Class Z Warrants (collectively"Class Z Warrants" and together with the Class W Warrants, the “"Warrants”"). Each Series B Unit consists of two shares of the Company's Class B common stock, par value $.0001 per share ("Class B Common Stock"), one Class W Warrant and one right to purchase one-tenth of one Class A ordinary share (the “Right”)Z Warrant. The shares of Common Stock, Class A Shares, Rights, B Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date ("Effective Date") of the date hereof (or if such day is not a Business Day Registration Statement (as defined below), the following Business Dayin Section 2.1.1 hereof) unless Xxxxxxx informs the Representative determines Company of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, but in no event will Xxxxxxx allow separate trading until the Class A Shares, Rights, and the Warrants included in the Firm Units trade separately until (a) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes preparation of an audited balance sheet of the Company reflecting receipt by the Company’s receipt Company of the proceeds of the Offering and the Unit Private Placement (as defined below) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (b) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when by the Company which includes such separate trading will commencebalance sheet. Each whole Class W Warrant entitles its holder to exercise it to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, 5.00 during the period commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, on one year from the date that is the five year anniversary Effective Date of the consummation of the Business Combination and (ii) the redemption of the Class A Shares or liquidation of the Company.Registration

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 30,000,000 units (the “Firm Units”) ), ratably in accordance with the number of the Company, as Firm Units set forth opposite the respective names name of the Underwriters set forth on such Underwriter in Schedule A attached hereto, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A ordinary share common stock, $0.0001 par value per share, of the Company, par value $0.0001 per share Company (the “Class A SharesCommon Stock”), and one-half (1/2) third of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Warrant Private Placement (as defined belowin Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one share of Class A Share Common Stock for $11.50 per share, subject to adjustment, commencing on the later of 12 twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares or liquidation of the Companyliquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 35,000,000 units (the “Firm Units”) ), ratably in accordance with the number of the Company, as Firm Units set forth opposite the respective names name of the Underwriters set forth on such Underwriter in Schedule A attached hereto, at a purchase price (net of discounts and commissions, excluding Additional Underwriting Commission and Deferred Underwriting Commission (each as defined below)) of $9.80 9.868 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share share, of $0.0001 par value, of the Company, par value $0.0001 per share Company (the “Class A Ordinary Shares”), ) and one-half (1/2) third of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Ordinary Shares and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, Ordinary Shares and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States U.S. Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (as defined belowin Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (b) the Company has filed with the Commission a Current Report on Form 8-K and (ii) the Company has issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment, commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganizationrecapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption; provided that the Warrants will expire earlier if the Company has not completed an initial Business Combination within the required time period and liquidates the Trust Account (iias defined below) the redemption of the Class A Shares or liquidation of the Companyin connection therewith.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriterssell, severally and not jointly, and to the Underwriters agree to purchase from the Company, severally and not jointlyseveral Underwriters, an aggregate of 15,000,000 12,500,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.80 7.60 per Firm UnitUnit (including discounts and commissions of $0.16 that will not be paid to the Underwriters unless and until a Business Combination (as defined below) has been consummated by the Company). The Underwriters, severally and not jointly, agree that they will not seek payment of the discounts and commissions of $0.16 referred to in the preceding sentence unless and until a Business Combination has been consummated by the Company, and the Company agrees that it shall pay such discounts and commissions only upon consummation of such Business Combination. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $7.60 per Firm Unit (including discounts and commissions of $0.16 that will not be paid to the Underwriters unless and until a Business Combination has been consummated by the Company). The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Company’s common stock, par value $0.0001 .0001 per share (the “Class A Shares”), one-half (1/2) of one redeemable warrant (collectively, the “WarrantsCommon Stock”), and one right to purchase one-tenth of one Class A ordinary share warrant (the “RightWarrant(s)”). The Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date (“Effective Date”) of the date hereof (or if such day is not a Business Day Registration Statement (as defined below), the following Business Day) unless MJ informs the Representative determines Company of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, but in no event will MJ allow separate trading until the Class A Shares, Rights, and the Warrants included in the Firm Units trade separately until (a) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes preparation of an audited balance sheet of the Company reflecting receipt by the Company’s receipt Company of the proceeds of the Offering and the Unit Private Placement (as defined below) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (b) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commence. Each whole Warrant entitles its holder to purchase one Class A Share for $11.50 per share, subject to adjustment, commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, on the date that is the five year anniversary of the consummation of the Business Combination and (ii) the redemption of the Class A Shares or liquidation of the Company.Current

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriterssell, severally and not jointly, and to the Underwriters agree to purchase from the Company, severally and not jointlyseveral Underwriters, an aggregate of 15,000,000 6,250,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.80 7.44 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $7.44 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Company’s common stock, par value $0.0001 .0001 per share (the “Class A Shares”), one-half (1/2) of one redeemable warrant (collectively, the “WarrantsCommon Stock”), and one right to purchase one-tenth of one Class A ordinary share warrant (the “RightWarrant”). The Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date (“Effective Date”) of the date hereof (or if such day is not a Business Day Registration Statement (as defined below), the following Business Dayin Section 2.1.1 hereof) unless the Representative determines informs the Company, in writing, of its decision to allow earlier separate trading. Notwithstanding trading based on its assessment of the immediately preceding sentencerelative strengths of the securities markets and small capitalization companies in general, and the trading pattern of, and demand for, the Company’s securities in particular, but in no event will the Class A Shares, Rights, and Representative allow separate trading until the Warrants included in the Firm Units trade separately until business day after (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that which includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (as defined below) and updated financial information with respect to in Section 2.22.4), including any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) in Section 1.2.1), if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin, and (iii) the expiration of the Over-allotment Option or its exercise in full. Each whole Warrant entitles its holder to exercise it to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, 5.50 during the period commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a its “Business Combination” or one year from the Effective Date of the Registration Statement and terminating on the four-year anniversary of the Effective Date. “Business Combination” shall mean any merger, share capital stock exchange, asset acquisition, share purchase, reorganization, acquisition or other similar business combination consummated by the Company with one or more operating businesses in the education industry (as described more fully in the “Business Combination”Registration Statement (as defined in Section 2.1.1 below). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, on the date that is the five year anniversary of the consummation of the Business Combination and (ii) the redemption of the Class A Shares or liquidation of the Company).

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriterssell, severally and not jointly, and to the Underwriters agree to purchase from the Company, severally and not jointlyseveral Underwriters, an aggregate of 15,000,000 12,500,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, Company at a purchase price (net of discounts and commissions) of $9.80 7.52 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $7.52 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Company’s common stock, par value $0.0001 .0001 per share (the “Class A Shares”), one-half (1/2) of one redeemable warrant (collectively, the “WarrantsCommon Stock”), and one right to purchase one-tenth of one Class A ordinary share warrant (the “RightWarrants”). The Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until __ days after the 52nd day following effective date (“Effective Date”) of the date hereof (or if such day is not a Business Day Registration Statement (as defined below), the following Business Dayin Section 2.1.1 hereof) unless the Representative determines informs the Company of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, but in no event will the Class A Shares, Rights, and Representative allow separate trading until the Warrants included in the Firm Units trade separately until (a) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes preparation of an audited balance sheet of the Company reflecting receipt by the Company’s receipt Company of the proceeds of the Offering and the Unit Private Placement (as defined below) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (b) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when by the Company which includes such separate trading will commencebalance sheet. Each whole Warrant entitles its holder to exercise it to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, 6.00 during the period commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the its “Business Combination”). The Warrants will expire upon ” or one year from the earlier to occur Effective Date of (i) 5:00 p.m. New York time, the Registration Statement and terminating on the date that is the five five-year anniversary of the consummation of Effective Date. “Business Combination” shall mean any merger, capital stock exchange, asset or stock acquisition or other similar business combination consummated by the Business Combination and Company with an operating business (ii) as described more fully in the redemption of the Class A Shares or liquidation of the CompanyRegistration Statement).

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriterssell, severally and not jointly, and to the Underwriters agree to purchase from the Company, severally and not jointlyseveral Underwriters, an aggregate of 15,000,000 7,500,000 units (the “"Firm Units”") of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.80 7.60 per Firm UnitUnit (including discounts and commissions of $0.16 that will not be paid to the Underwriters unless and until a Business Combination (as defined below) has been consummated by the Company). The Underwriters, severally and not jointly, agree that they will not seek payment of the discounts and commissions of $0.16 referred to in the preceding sentence unless and until a Business Combination has been consummated by the Company, and the Company agrees that it shall pay such discounts and commissions only upon consummation of such Business Combination. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $7.60 per Firm Unit (including discounts and commissions of $0.16 that will not be paid to the Underwriters unless and until a Business Combination has been consummated by the Company). The Firm Units are to be offered initially to the public (the “"Offering”") at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Company's common stock, par value $0.0001 .0001 per share (the “Class A Shares”), one-half (1/2) of one redeemable warrant (collectively, the “Warrants”"Common Stock"), and one right to purchase one-tenth of one Class A ordinary share warrant (the “Right”"Warrant(s)"). The Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date ("Effective Date") of the date hereof (or if such day is not a Business Day Registration Statement (as defined below), the following Business Day) unless MJ informs the Representative determines Company of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, but in no event will MJ allow separate trading until the Class A Shares, Rights, and the Warrants included in the Firm Units trade separately until (a) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes preparation of an audited balance sheet of the Company reflecting receipt by the Company’s receipt Company of the proceeds of the Offering and the Unit Private Placement (as defined below) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (b) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commence. Each whole Warrant entitles its holder to purchase one Class A Share for $11.50 per share, subject to adjustment, commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, on the date that is the five year anniversary of the consummation of the Business Combination and (ii) the redemption of the Class A Shares or liquidation of the Company.Current

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 27,500,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A ordinary share common stock of the Company, par value $0.0001 per share (the “Class A SharesCommon Stock”), one-half sixteenth of one right (1/2the “Rights”) of and one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A SharesCommon Stock, Rights, Rights and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Sharesshares of Common Stock, Rights, Rights and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Warrant Private Placement (as defined belowin Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant Right entitles its holder to purchase receive one Class A Share for $11.50 per share, subject to adjustment, commencing on the later share of 12 months from the Closing Date (defined below) or 30 days after Common Stock upon the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, recapitalization, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier Each Warrant entitles its holder to occur purchase one share of (i) 5:00 p.m. New York timeCommon Stock for $11.50 per share, subject to adjustment, commencing on the date that is later of twelve months from the Closing Date (defined below) or 30 days after the consummation of a Business Combination and expiring on the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares Common Stock or liquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 9,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissionscommissions and the Deferred Underwriting Commission described in Section 1.3 below) of $9.80 9.575 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the common stock of the Company, par value $0.0001 per share (the “Class A SharesCommon Stock”), one-half (1/2) of one redeemable warrant (collectively, the “Warrants”), and one right to purchase receive one-tenth (1/10) of one Class A ordinary share of common stock upon the consummation of the Company’s Business Combination (as defined below) (the “RightRights”). The Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty-second (52nd) day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Warrant Private Placement (as defined belowin Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of 12 months from one year after the Closing Date effective date (“Effective Date”) of the Registration Statement (as defined belowin Section 2.1.1 hereof) or 30 days after the consummation by the Company day of completion of a merger, share capital stock exchange, asset acquisition, share stock purchase, recapitalization, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares Common Stock or liquidation of the Company. Each Right entitles the holder to receive one-tenth (1/10) of one share of Common Stock upon completion of the Business Combination. Fractional shares will not be issued in connection with the exercise of Warrants or exchange of Rights. As a result, Rights must be exercised in multiples of 10 and Warrants must be exercised in multiples of two.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 17,500,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A ordinary share common stock, $0.0001 par value, of the Company, par value $0.0001 per share Company (the “Class A SharesCommon Stock”), one-half (1/2) and one third of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (as defined belowin Section 1.3.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of 12 twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares or liquidation of the Companyliquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 units (the “Firm Units”) ), ratably in accordance with the number of the Company, as Firm Units set forth opposite the respective names name of the Underwriters set forth on such Underwriter in Schedule A attached hereto, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share share, of $0.0001 par value, of the Company, par value $0.0001 per share Company (the “Class A Ordinary Shares”), and one-half (1/2) of one redeemable warrant (collectivelyeach a “Warrant,” and, collectively with each of the other redeemable warrants being sold hereunder, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Ordinary Shares and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, Ordinary Shares and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Warrant Private Placement (as defined belowin Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K all reports required to be filed under the federal securities laws and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment, commencing on the later of 12 twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganizationrecapitalization, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares or liquidation of the Companyliquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 units (the “Firm Units”) ), ratably in accordance with the number of the Company, as Firm Units set forth opposite the respective names name of the Underwriters set forth on such Underwriter in Schedule A attached hereto, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A ordinary share common stock, of $0.0001 par value, of the Company, par value $0.0001 per share Company (the “Class A Sharescommon stock”), and one-half (1/2) of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth . The shares of one Class A ordinary share (the “Right”). The Class A Shares, Rights, common stock and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the shares of Class A Shares, Rights, common stock and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States U.S. Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Warrant Private Placement (as defined belowin Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one share of Class A Share common stock for $11.50 per share, subject to adjustment, commencing on the later of 12 twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares or liquidation of the Companyliquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 20,000,000 units (the “Firm Units”) ), ratably in accordance with the number of the Company, as Firm Units set forth opposite the respective names name of the Underwriters set forth on such Underwriter in Schedule A attached hereto, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A ordinary share common stock, $0.0001 par value per share, of the Company, par value $0.0001 per share Company (the “Class A SharesCommon Stock”), and one-half (1/2) of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Warrant Private Placement (as defined belowin Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one share of Class A Share Common Stock for $11.50 per share, subject to adjustment, commencing on the later of 12 twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares Common Stock or liquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 10,000,000 units (the “Firm Units”) ), ratably in accordance with the number of the Company, as Firm Units set forth opposite the respective names name of the Underwriters set forth on such Underwriter in Schedule A attached hereto, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share share, of $0.0001 par value, of the Company, par value $0.0001 per share Company (the “Class A Ordinary Shares”), and one-half (1/2) of one redeemable warrant (collectivelyeach a “Warrant,” and, collectively with each of the other redeemable warrants being sold hereunder, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Ordinary Shares and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, Ordinary Shares and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Warrant Private Placement (as defined belowin Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K all reports required to be filed under the federal securities laws and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment, commencing on the later of 12 twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganizationrecapitalization, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares or liquidation of the Companyliquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of common stock of the Company, par value $0.0001 per share (the “Class A SharesCommon Stock”), one-half (1/2) of one redeemable warrant and one right. Each warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share (collectively, the “Warrants”), ) and one each right entitles the holder thereof to purchase received one-tenth (1/10) of one Class A ordinary share of Common Stock (the “RightRights”). The Class A SharesCommon Stock, Rights, the Rights and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Sharesshares of Common Stock, Rights, the Rights and the Warrants included in the Firm Units trade separately until (a) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement Warrants (as defined below) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (b) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commence. Each whole Warrant entitles its holder to purchase one Class A Share for $11.50 per share, subject to adjustment, commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, on the date that is the five year anniversary of the consummation of the Business Combination and (ii) the redemption of the Class A Shares or liquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 20,000,000 units (the “Firm Units”) ), ratably in accordance with the number of the Company, as Firm Units set forth opposite the respective names name of the Underwriters set forth on such Underwriter in Schedule A attached hereto, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share share, of $0.0001 par value, of the Company, par value $0.0001 per share Company (the “Class A SharesOrdinary Share”), and one-half (1/2) of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Ordinary Shares and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, Ordinary Shares and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States U.S. Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Warrant Private Placement (as defined belowin Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment, commencing on the later of 12 twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares or liquidation of the Companyliquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriterssell, severally and not jointly, and to the Underwriters agree to purchase from the Company, severally and not jointlyseveral Underwriters, an aggregate of 15,000,000 4,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, Company at a purchase price (net of discounts and commissions, including the Deferred Underwriting Commission described in Section 1.3 below) of $9.80 9.40 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Companycommon stock, par value $0.0001 0.00001 per share share, of the Company (the “Class A SharesCommon Stock”), one right (“Right”) to receive one-tenth of one share of Common Stock upon the consummation of a Business Combination (as defined below) and one redeemable warrant (“Warrant”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one redeemable warrant (collectivelyshare of Common Stock. The shares of Common Stock, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, and the Warrants included in the Firm Units will trade not be separately on the 52nd day following transferable until 90 days after the date hereof (or if such day is not a Business Day (as defined below), the following Business Day“Effective Date”) unless the Representative determines informs to Company of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Sharessubject, Rightshowever, and the Warrants included in the Firm Units trade separately until (a) to the Company has filed with the United States Securities and Exchange Commission (the “Commission”) filing a Current Report on Form 8-K that includes (“Form 8-K”) with the Commission (as defined below) containing an audited balance balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Unit Private Placement (as defined below) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (b) the Company has filed with the Commission a Current Report on Form 8-K and issued issuing a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its the holder to purchase one-half (1/2) of one Class A Share for share of Common Stock at a price of $11.50 per share, subject to adjustment, full share during the period commencing on the later of 12 (a) the closing of a Business Combination (as defined below), or (b) twelve (12) months from the Closing Date date of the Prospectus (as defined below), and terminating on the fifth (5th) or 30 days after anniversary of the consummation by the Company closing of a mergerBusiness Combination. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, asset acquisitionshare reconstruction and amalgamation with, share purchasepurchasing all or substantially all of the assets of, reorganizationentering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, on the date that is the five year anniversary of the consummation of the Business Combination and (ii) the redemption of the Class A Shares or liquidation of entities by the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 10,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A ordinary share common stock of the Company, par value $0.0001 per share (the “Class A SharesCommon Stock”), ) and one right. Each right entitles the holder thereof to receive one-half tenth (1/21/10) of one redeemable warrant (collectively, share of the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share Common Stock upon the consummation of our initial business combination (the “Right”). The Class A Shares, Rights, Common Stock and the Warrants Rights included in the Firm Units will trade separately on the 52nd day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the shares of Class A Shares, Rights, Common Stock and the Warrants Rights included in the Firm Units trade separately until (a) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement Warrants (as defined below) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (b) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commence. Each whole Warrant entitles its holder to purchase one Class A Share for $11.50 per share, subject to adjustment, commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, on the date that is the five year anniversary of the consummation of the Business Combination and (ii) the redemption of the Class A Shares or liquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 30,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A ordinary share common stock, $0.0001 par value, of the Company, par value $0.0001 per share Company (the “Class A SharesCommon Stock”), one-half (1/2) and one fourth of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (as defined belowin Section 1.3.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of 12 twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares or liquidation of the Companyliquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 units (the “Firm Units”) of the Company, as at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite the their respective names of the Underwriters set forth on Schedule A hereto, hereto at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A ordinary share common stock, $0.0001 par value, of the Company, par value $0.0001 per share Company (the “Class A SharesCommon Stock”), and one-half (1/2) third of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units trade separately until prior to the Business Day (aas defined below) after (i) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (the “Initial 8-K”) that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (as defined below) and updated another Current Report on Form 8-K or an amendment to the Initial 8-K to update financial information with respect to any proceeds the Company receives has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of such option proceeds is exercised prior to not reflected in the filing of the Form Initial 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares Warrants or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share and only whole Warrants are exercisable.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriterssell, severally and not jointly, and to the Underwriters agree to purchase from the Company, severally and not jointlyseveral Underwriters, an aggregate of 15,000,000 6,125,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, Company at a purchase price (net of discounts and commissions) of $9.80 7.44 per Firm UnitUnit (including discounts and commissions of $0.28 (referred to hereinafter as the “Deferred Commissions”) that will be paid to the Underwriters only upon consummation of a Business Combination (as defined below) by the Company). The Underwriters, severally and not jointly, agree that they will not seek payment of the Deferred Commissions unless and until a Business Combination has been consummated by the Company, and the Company agrees that it shall pay such discounts and commissions only upon consummation of such Business Combination. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $7.44 per Firm Unit (including the Deferred Commissions). The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Company’s Common Stock, par value $0.0001 .0001 per share (the “Class A Shares”), one-half (1/2) of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share warrant (the “RightWarrant(s)”). The Class A Shares, Rights, Shares and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date (“Effective Date”) of the date hereof (or if such day is not a Business Day Registration Statement (as defined below), the following Business Dayin Section 2.1.1 hereof) unless the Representative determines informs the Company of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, but in no event will the Class A Shares, Rights, Representative allow separate trading until the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the Warrants included in the Firm Units trade separately until filing of a Current Report on Form 8-K (a“Closing 8-K”) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (as defined below) and updated financial information with respect to any proceeds by the Company receives from the exercise of the Over-allotment Option (as defined below) if which includes such option is exercised prior to the filing of the Form 8-K, and (b) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebalance sheet. Each whole Warrant entitles its holder to exercise it to purchase one Class A Share for $11.50 per share6.00, subject to adjustment, commencing on the later of 12 months ___________, 2009 [one year from the Closing Date (defined below) or 30 days after Effective Date] and the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the its “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, ” and terminating on the date that is the five four-year anniversary of the consummation of Effective Date unless earlier redeemed as provided in the Business Combination and Warrant Agreement (ii) the redemption of the Class A Shares or liquidation of the Company.as defined in Section 2.21 hereof). “

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 25,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissionscommissions and the Deferred Underwriting Commission described in Section 1.3 below) of $9.80 9.30 per Firm Unit, in the amounts set forth opposite their respective names on Schedule A attached hereto and made a part hereof. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A ordinary share common stock, $0.0001 par value, of the Company, par value $0.0001 per share Company (the “Class A SharesCommon Stock”), and one-half (1/2) of one redeemable warrant, each whole warrant exercisable to purchase one share of Common Stock (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement Placements (as defined belowin Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and has issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares Common Stock or liquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriterssell, severally and not jointly, and to the Underwriters agree to purchase from the Company, severally and not jointlyseveral Underwriters, an aggregate of 15,000,000 4,500,000 units (the ““ Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.80 7.44 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $7.44 per Firm Unit. The Firm Units are to be offered initially to the public (the ““ Offering”) at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Company’s common stock, par value $0.0001 .0001 per share (the “Class A Shares”), one-half (1/2) of one redeemable warrant (collectively, the “Warrants“ Common Stock”), and one right to purchase one-tenth of one Class A ordinary share warrant (the “Right“ Warrant”). The Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date (“ Effective Date”) of the date hereof (or if such day is not a Business Day Registration Statement (as defined below), the following Business Dayin Section 2.1.1 hereof) unless the Representative determines informs the Company, in writing, of its decision to allow earlier separate trading. Notwithstanding trading based on its assessment of the immediately preceding sentencerelative strengths of the securities markets and small capitalization companies in general, and the trading pattern of, and demand for, the Company’s securities in particular, but in no event will the Class A Shares, Rights, and Representative allow separate trading until the Warrants included in the Firm Units trade separately until business day after (ai) the Company has filed with the United States Securities and Exchange Commission (the ““ Commission”) a Current Report on Form 8-K that which includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (as defined below) and updated financial information with respect to in Section 2.22.4), including any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) in Section 1.2.1), if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin, and (iii) the expiration of the Over-allotment Option or its exercise in full. Each whole Warrant entitles its holder to exercise it to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, 6.00 during the period commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a its “Business Combination” or one year from the Effective Date of the Registration Statement and terminating on the four-year anniversary of the Effective Date. “ Business Combination” shall mean any merger, share capital stock exchange, asset acquisition, share purchase, reorganization, acquisition or other similar business combination consummated by the Company with one or more operating businesses in the education industry (as described more fully in the “Business Combination”Registration Statement (as defined in Section 2.1.1 below). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, on the date that is the five year anniversary of the consummation of the Business Combination and (ii) the redemption of the Class A Shares or liquidation of the Company).

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 12,500,000 units (the “Firm Units”) ), ratably in accordance with the number of the Company, as Firm Units set forth opposite the respective names name of the Underwriters set forth on such Underwriter in Schedule A attached hereto, at a purchase price (net of discounts and commissions, excluding Deferred Underwriting Commission (as defined below)) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share share, of $0.0001 par value, of the Company, par value $0.0001 per share Company (the “Class A Ordinary Shares”), one-half (1/2) of and one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Ordinary Shares and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, Ordinary Shares and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States U.S. Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (as defined belowin Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Current Report on Form 8-K, K and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment, commencing on the later of 12 months from the Closing Date (defined belowi) or 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon ) and (ii) twelve months from the earlier to occur closing of (i) 5:00 p.m. New York time, the Offering and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares or liquidation of the Companyliquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 25,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A ordinary share common stock, $0.0001 par value, of the Company, par value $0.0001 per share Company (the “Class A SharesCommon Stock”), one-half (1/2) and one third of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (as defined belowin Section 1.3.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of 12 twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares or liquidation of the Companyliquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointlyUnderwriter, and the Underwriters agree Underwriter agrees to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 4,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissionscommissions and the Deferred Underwriting Commission described in Section 1.3 below) of $9.80 9.55 per Firm Unit; provided, however, that in the event that fewer than 2,000,000 Firm Units are purchased from the Underwriter by persons who were introduced to the Underwriter by the Company (as evidenced by the signature of an authorized person of both the Underwriter and the Company on Exhibit C hereto, which may be amended from time to time by signature of an authorized person of the Underwriter and the Company) (the “Introduced Parties”), the Underwriter shall be entitled to receive an additional amount equal to (i) (a) 2,000,000 minus (b) the number of Firm Units purchased by Introduced Parties, multiplied by (ii) $0.15 (the “Additional Amount”). The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share share, $0.0001 par value, of the Company, par value $0.0001 per share Company (the “Class A Ordinary Shares”), one-half (1/2) of one redeemable warrant (collectively, the “Warrants”), and one right to purchase receive one-tenth (1/10) of one Class A ordinary share an Ordinary Share (the “RightRights”). The Class A Shares, Rights, Ordinary Shares and the Warrants Rights included in the Firm Units will trade separately on the 52nd day following the date hereof tenth (or if such day is not a 10th) Business Day (as defined below)) following the earlier of (i) the date the Over-allotment Option expires, (ii) the following Business Daydate the Over-allotment Option is exercised in full, and (iii) unless the Representative determines date that the Underwriter advises the Company of its decision not to exercise all or any remaining portion of the Over-allotment Option and to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, Ordinary Shares and the Warrants Rights included in the Firm Units trade separately until the Business Day after (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and Offering, the Unit Private Placement (as defined belowin Section 1.5) and the Registered Unit Sale (as defined in Section 1.5) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant Right entitles its holder to purchase one Class A receive one-tenth (1/10) of an Ordinary Share for $11.50 per share, subject to adjustment, commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the upon consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization, reorganization or similar business combination with involving the Company and one or more businesses or entities, or entering into contractual arrangements that give the Company control over such a business or entity (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, on the date that is the five year anniversary of the consummation of the Business Combination and (ii) the redemption of the Class A Shares or liquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriterssell, severally and not jointly, and to the Underwriters agree to purchase from the Company, severally and not jointlyseveral Underwriters, an aggregate of 15,000,000 7,500,000 units (the “Firm Units”) of the Company, at an initial purchase price (net of discounts and commissions) of $7.44 per Firm Unit (the “Initial Price”), subject to the delivery by the Underwriters of $0.16 per Firm Unit (the “Contingent Underwriting Discount”) to the Trustee to be deposited into the Trust Account (as such terms are defined below) to be held pending consummation by the Company of its initial Business Combination (as defined in the Company’s Amended and Restated Certificate of Incorporation). The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite the their respective names of the Underwriters set forth on Schedule A hereto, I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $9.80 7.44 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Company’s common stock, par value $0.0001 .0001 per share (the “Class A Shares”), one-half (1/2) of one redeemable warrant (collectively, the “WarrantsCommon Stock”), and one right to purchase one-tenth of one Class A ordinary share warrant (the “RightWarrant(s)”). The Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date of the date hereof (or if such day is not a Business Day Registration Statement (as defined below), the following Business Dayin Section 2.1.1 hereof) (“Effective Date”) unless the Representative determines informs the Company of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, but in no event will the Class A Shares, Rights, and Representative allow separate trading until the Warrants included in the Firm Units trade separately until (a) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes preparation of an audited balance sheet of the Company reflecting receipt by the Company’s receipt Company of the proceeds of the Offering and the Unit Private Placement (as defined below) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (b) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when by the Company which includes such separate trading will commencebalance sheet. Each whole Warrant entitles its holder to exercise it to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, 6.00 during the period commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization, its initial Business Combination or similar business combination with one or more businesses (year from the “Business Combination”). The Warrants will expire upon Effective Date of the earlier to occur of (i) 5:00 p.m. New York time, Registration Statement and terminating on the date that is the five four-year anniversary of the consummation of the Business Combination and (ii) the redemption of the Class A Shares or liquidation of the CompanyEffective Date.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 25,000,000 units (the “Firm Units”) of the Company, as at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite the their respective names of the Underwriters set forth on Schedule A hereto, hereto at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A ordinary share common stock, $0.0001 par value, of the Company, par value $0.0001 per share Company (the “Class A SharesCommon Stock”), oneand three-half (1/2) fourths of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units trade separately until prior to the Business Day (aas defined below) after (i) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (the “Initial 8-K”) that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and Offering, the Unit Private Placement (as defined below) and updated the Sponsor Loan (as defined below) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update financial information with respect to any proceeds the Company receives has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of such option proceeds is exercised prior to not reflected in the filing of the Form Initial 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of 12 months one year from the Closing Date (as defined below) or and 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares Warrants or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share and only whole Warrants are exercisable.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 20,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A ordinary share common stock, $0.0001 par value, of the Company, par value $0.0001 per share Company (the “Class A SharesCommon Stock”), one-half (1/2) and one third of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (as defined belowin Section 1.3.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of 12 twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares or liquidation of the Companyliquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 17,500,000 units (the “Firm Units”) ), ratably in accordance with the number of the Company, as Firm Units set forth opposite the respective names name of the Underwriters set forth on such Underwriter in Schedule A attached hereto, at a purchase price (net of discounts and commissions, excluding Deferred Underwriting Commission (as defined below)) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share share, of $0.0001 par value, of the Company, par value $0.0001 per share Company (the “Class A Ordinary Shares”), ) and one-half (1/2) of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Ordinary Shares and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, Ordinary Shares and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States U.S. Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (as defined belowin Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (b) the Company has filed with the Commission a Current Report on Form 8-K and (ii) the Company has issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment, commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganizationrecapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption; provided that the Warrants will expire earlier if the Company has not completed an initial Business Combination within the required time period and liquidates the Trust Account (iidefined below) the redemption of the Class A Shares or liquidation of the Companyin connection therewith.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 10,000,000 units (the “Firm Units”) the number of the Company, as Firm Units set forth opposite the respective names name of the Underwriters set forth on such Underwriter in Schedule A hereto, attached hereto at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A ordinary share common stock, $0.0001 par value, of the Company, par value $0.0001 per share Company (the “Class A SharesCommon Stock”), one-and one half (1/2) of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Warrant Private Placement (as defined belowin Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of 12 twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares or liquidation of the Companyliquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 12,500,000 units (the “Firm Units”) ), ratably in accordance with the number of the Company, as Firm Units set forth opposite the respective names name of the Underwriters set forth on such Underwriter in Schedule A attached hereto, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share share, of $0.0001 par value, of the Company, par value $0.0001 per share Company (the “Class A SharesOrdinary Share”), and one-half (1/2) of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Ordinary Shares and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, Ordinary Shares and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States U.S. Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Warrant Private Placement (as defined belowin Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment, commencing on the later of 12 twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares or liquidation of the Companyliquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 25,000,000 units (the “Firm Units”) the number of the Company, as Firm Units set forth opposite the respective names name of the Underwriters set forth on such Underwriter in Schedule A hereto, attached hereto at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A ordinary share common stock, $0.0001 par value, of the Company, par value $0.0001 per share Company (the “Class A SharesCommon Stock”), and one-half (1/2) third of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Warrant Private Placement (as defined belowin Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of 12 twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares or liquidation of the Companyliquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 5,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissionscommissions and the Deferred Underwriting Commission described in Section 1.3 below) of $9.80 9.825 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares” and, individually, an “Ordinary Share”), one-half ; one right (1/2) of the “Rights”); and one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Ordinary Shares, Rights, Rights and the Warrants included in the Firm Units will trade separately on the 52nd fifty-second (52nd) day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Ordinary Shares, Rights, Rights and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (as defined belowin Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant Right entitles its the holder to purchase receive one-tenth of one Class A Ordinary Share for $11.50 per share, subject to adjustment, commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the upon consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, recapitalization, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon Each Warrant entitles its holder to purchase one-half (1/2) of one Ordinary Share for $11.50 per full share, subject to adjustment, commencing on the earlier to occur later of (i) 5:00 p.m. New York time, twelve months from the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2.1.1) or (ii) the consummation by the Company of a Business Combination and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Ordinary Shares or liquidation of the Company. Rights must be exercised in multiples of at least ten and Warrants must be exercised in multiples of at least two.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriterssell, severally and not jointly, and to the Underwriters agree to purchase from the Company, severally and not jointlyseveral Underwriters, an aggregate of 15,000,000 4,500,000 units (the “"Firm Units”") of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.80 7.44 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $7.44 per Firm Unit. The Firm Units are to be offered initially to the public (the “"Offering”") at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Company's common stock, par value $0.0001 .0001 per share (the “Class A Shares”), one-half (1/2) of one redeemable warrant (collectively, the “Warrants”"Common Stock"), and one right to purchase one-tenth of one Class A ordinary share warrant (the “Right”"Warrant"). The Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date ("Effective Date") of the date hereof (or if such day is not a Business Day Registration Statement (as defined below), the following Business Dayin Section 2.1.1 hereof) unless the Representative determines informs the Company, in writing, of its decision to allow earlier separate trading. Notwithstanding trading based on its assessment of the immediately preceding sentencerelative strengths of the securities markets and small capitalization companies in general, and the trading pattern of, and demand for, the Company's securities in particular, but in no event will the Class A Shares, Rights, and the Warrants included in the Firm Units trade separately Representative allow separate trading until (a) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s 's receipt of the proceeds of the Offering and the Unit Private Placement (as defined below) and updated financial information with respect to Offering, including any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) in Section 1.2.1), if such option is exercised prior to the filing of the Form 8-K, and (b) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commence. K. Each whole Warrant entitles its holder to exercise it to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, 6.00 during the period commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a its "Business Combination" or one year from the Effective Date of the Registration Statement and terminating on the four-year anniversary of the Effective Date. "Business Combination" shall mean any merger, share capital stock exchange, asset acquisition, share purchase, reorganization, other contractual arrangement resulting in a business combination or other similar business combination consummated by the Company with one or an operating business (as described more businesses fully in the Registration Statement (the “Business Combination”as defined in Section 2.1.1 below). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, on the date that is the five year anniversary of the consummation of the Business Combination and (ii) the redemption of the Class A Shares or liquidation of the Company).

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 units (the “Firm Units”) ), ratably in accordance with the number of the Company, as Firm Units set forth opposite the respective names name of the Underwriters set forth on such Underwriter in Schedule A attached hereto, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A ordinary share common stock, $0.0001 par value per share, of the Company, par value $0.0001 per share Company (the “Class A SharesCommon Stock”), and one-half (1/2) of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Warrant Private Placement (as defined belowin Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one share of Class A Share Common Stock for $11.50 per share, subject to adjustment, commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares Common Stock or liquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 10,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of common stock of the Company, par value $0.0001 per share (the “Class A SharesCommon Stock”), one-half (1/2) of one redeemable warrant and one right. Each warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share (collectively, the “Warrants”), ) and one each right entitles the holder thereof to purchase received one-tenth (1/10) of one Class A ordinary share of Common Stock (the “RightRights”). The Class A SharesCommon Stock, Rights, the Rights and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Sharesshares of Common Stock, Rights, the Rights and the Warrants included in the Firm Units trade separately until (a) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement Warrants (as defined below) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (b) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commence. Each whole Warrant entitles its holder to purchase one Class A Share for $11.50 per share, subject to adjustment, commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, on the date that is the five year anniversary of the consummation of the Business Combination and (ii) the redemption of the Class A Shares or liquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriterssell, severally and not jointly, and to the Underwriters agree to purchase from the Company, severally and not jointlyseveral Underwriters, an aggregate of 15,000,000 3,500,000 units (the “"Firm Units”") of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.80 5.58 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $5.58 per Firm Unit. The Firm Units are to be offered initially to the public (the “"Offering”") at the offering price of $10.00 6.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Company's common stock, par value $0.0001 .0001 per share (the “Class A Shares”), one-half (1/2) of one redeemable warrant (collectively, the “Warrants”"Common Stock"), and one right to purchase one-tenth of one Class A ordinary share two warrants (the “Right”"Warrant(s)"). The Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date ("Effective Date") of the date hereof (or if such day is not a Business Day Registration Statement (as defined below), the following Business Dayin Section 2.1.1 hereof) unless EBC informs the Representative determines Company of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, but in no event will EBC allow separate trading until the Class A Shares, Rights, and the Warrants included in the Firm Units trade separately until (a) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes preparation of an audited balance sheet of the Company reflecting receipt by the Company’s receipt Company of the proceeds of the Offering and the Unit Private Placement (as defined below) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (b) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when by the Company which includes such separate trading will commencebalance sheet. Each whole Warrant entitles its holder to exercise it to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, 5.00 during the period commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “its "Business Combination”). The Warrants will expire upon " or one year from the earlier to occur Effective Date of (i) 5:00 p.m. New York time, the Registration Statement and terminating on the date that is the five four-year anniversary of the consummation of Effective Date. "Business Combination" shall mean any merger, capital stock exchange, asset acquisition or other similar business combination consummated by the Business Combination Company with an operating business in the entertainment, media and communications industry (ii) as described more fully in the redemption of the Class A Shares or liquidation of the CompanyRegistration Statement).

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 50,000,000 units (the “Firm Units”) of the Company, as at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite the their respective names of the Underwriters set forth on Schedule A hereto, attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A ordinary share common stock, $0.0001 par value, of the Company, par value $0.0001 per share Company (the “Class A SharesCommon Stock”), and one-half (1/2) third of one redeemable warrant, each whole warrant exercisable to purchase one share of Common Stock (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Warrant Private Placement (as defined belowin Section 1.3.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of 12 twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares Common Stock or liquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, Underwriters and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 7,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissions) of approximately $9.80 9.89286 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Companycommon stock, par value $0.0001 per share par value, of the Company (the “Class A SharesCommon Stock”), oneand three-half (1/2) quarters of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement Placements (as defined belowin Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the such Current Report on Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of 12 twelve months from the Closing Date (defined below) or and 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares Common Stock or liquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 10,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissionscommissions and the Deferred Underwriting Commission described in Section 1.3 below) of $9.80 9.45 per Firm Unit, provided, however, that the Representative has agreed to receive 80,000 of the Company’s units instead of $0.08 of the cash discount for the Firm Units. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of the Class A ordinary share common stock of the Company, par value $0.0001 per share (the “Class A SharesCommon Stock”), oneand three-half (1/2) quarters of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd ninetieth (90th) day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Warrant Private Placement (as defined belowin Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of 12 twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, recapitalization, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares Common Stock or liquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriterssell, severally and not jointly, and to the Underwriters agree to purchase from the Company, severally and not jointlyseveral Underwriters, an aggregate of 15,000,000 4,500,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, Company at a purchase price (net of discounts and commissions) of $9.80 7.44 per Firm UnitUnit (including discounts and commissions of $0.28 that will be paid to the Underwriters only upon consummation of a Business Combination (as defined below) by the Company). The Underwriters, severally and not jointly, agree that they will not seek payment of the discounts and commissions of $0.28 referred to in the preceding sentence unless and until a Business Combination has been consummated by the Company, and the Company agrees that it shall pay such discounts and commissions only upon consummation of such Business Combination. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $7.44 per Firm Unit (including deferred discounts and commission described above). The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Company, par value $0.0001 .001 per share (the “Class A Shares”), one-half (1/2) of one redeemable warrant (collectively, the “WarrantsOrdinary Share”), and one right to purchase one-tenth of one Class A ordinary share warrant (the “RightWarrant(s)”). The Class A Shares, Rights, Ordinary Shares and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date (“Effective Date”) of the date hereof (or if such day is not a Business Day Registration Statement (as defined below), the following Business Dayin Section 2.1.1 hereof) unless EBC informs the Representative determines Company of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, but in no event will EBC allow separate trading until the Class A Shares, Rights, and the Warrants included in the Firm Units trade separately until (a) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes preparation of an audited balance sheet of the Company reflecting receipt by the Company’s receipt Company of the proceeds of the Offering and the Unit Private Placement (as defined below) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (b) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when by the Company which includes such separate trading will commencebalance sheet. Each whole Warrant entitles its holder to exercise it to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment, 5.00 during the period commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the its “Business Combination”). The Warrants will expire upon ” or one year from the earlier to occur of (i) 5:00 p.m. New York time, Effective Date and terminating on the date that is the five five-year anniversary of the consummation Effective Date. “Business Combination” shall mean the acquisition, through a stock exchange, asset acquisition or other similar business combination, of an operating business that has its principal operations located in Greater China (as described more fully in the Business Combination and (ii) the redemption of the Class A Shares or liquidation of the CompanyRegistration Statement).

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 25,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissionscommissions and the Deferred Underwriting Commission described in Section 1.3 below) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A ordinary share common stock, $0.0001 par value, of the Company, par value $0.0001 per share Company (the “Class A SharesCommon Stock”), one-and one half (1/2) of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines Representatives determine to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Warrant Private Placement (as defined belowin Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of 12 twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares or liquidation of the Companyliquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriterssell, severally and not jointly, and to the Underwriters agree to purchase from the Company, severally and not jointlyseveral Underwriters, an aggregate of 15,000,000 Ten Million (10,000,000) units (the “Firm Units”"FIRM UNITS") of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, Company at a purchase price (net of discounts and commissions, but before the non-accountable expense allowance of $0.135 per unit as described in Section 3.25) of Five dollars and Seventy Cents ($9.80 5.70) per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on SCHEDULE I attached hereto and made a part hereof at a purchase price (net of discounts and commissions, but before the non-accountable expense allowance of $0.135 per unit as described in Section 3.25) of Five dollars and Seventy Cents ($5.70) per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”"OFFERING") at the offering price set forth on the cover page of $10.00 per Firm Unitthe Prospectus (as defined in Section 2.1.1 hereof). Each Firm Unit consists of one Class A ordinary share of the Company's common stock, par value $0.0001 per share (the “Class A Shares”), one-half (1/2) of one redeemable warrant (collectively, the “Warrants”"COMMON STOCK"), and one right to purchase one-tenth of one Class A ordinary share two warrants (the “Right”"WARRANT(S)"). The Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date (the date hereof (or if such day is not a Business Day "EFFECTIVE DATE") of the Registration Statement (as defined below), the following Business Dayin Section 2.1.1 hereof) unless FBW informs the Representative determines Company of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, but in no event will FBW allow separate trading until the Class A Shares, Rights, and the Warrants included in the Firm Units trade separately until (a) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes preparation of an audited balance sheet of the Company reflecting receipt by the Company’s receipt Company of the proceeds of the Offering and the Unit Private Placement (as defined below) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the a filing of the Form 8-K, and (b) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when by the Company that includes such separate trading will commenceaudited balance sheet. Each whole Warrant entitles its holder to exercise it to purchase one Class A Share share of Common Stock for Five Dollars ($11.50 per share, subject to adjustment, 5.00) during the period commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “its "Business Combination”). The Warrants will expire upon " or one year from the earlier to occur Effective Date of (i) 5:00 p.m. New York time, the Registration Statement and terminating on the date that is the five four-year anniversary of the consummation of the Business Combination and (ii) the redemption of the Class A Shares or liquidation of the Company.Effective Date unless earlier redeemed as

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriterssell, severally and not jointly, and to the Underwriters agree to purchase from the Company, severally and not jointlyseveral Underwriters, an aggregate of 15,000,000 units 500,000 Series A Units (“Series A Units”) and 4,600,000 Series B Units (“Series B Units” and together with the Series A Units, the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.80 9.87 per Firm Series A Unit and $9.494 per Series B Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $9.87 per Series A Unit and $9.494 per Series B Unit. The Series A Units and Series B Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 10.50 and $10.10 per Firm Series A Unit and Series B Unit, respectively. Each Firm Series A Unit consists of one Class A ordinary share two shares of the Company’s common stock, par value $0.0001 .0001 per share (the “Class A SharesCommon Stock”), one-half five Class W Warrants (1/2“Class W Warrants”) of one redeemable warrant and five Class Z Warrants (collectively“Class Z Warrants” and together with the Class W Warrants, the “Warrants”). Each Series B Unit consists of two shares of the Company’s Class B common stock, par value $.0001 per share (“Class B Common Stock”), one Class W Warrant and one right to purchase one-tenth of one Class A ordinary share (the “Right”)Z Warrant. The shares of Common Stock, Class A Shares, Rights, B Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date (“Effective Date”) of the date hereof (or if such day is not a Business Day Registration Statement (as defined below), the following Business Dayin Section 2.1.1 hereof) unless Xxxxxxx informs the Representative determines Company of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, but in no event will Xxxxxxx allow separate trading until the Class A Shares, Rights, and the Warrants included in the Firm Units trade separately until (a) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes preparation of an audited balance sheet of the Company reflecting receipt by the Company’s receipt Company of the proceeds of the Offering and the Unit Private Placement (as defined below) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (b) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when by the Company which includes such separate trading will commencebalance sheet. Each whole Class W Warrant entitles its holder to exercise it to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, 5.00 during the period commencing on the later of 12 months (i) one year from the Closing Effective Date of the Registration Statement and (defined belowii) or 30 days after the earlier of the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the its “Business Combination”). The Warrants will expire upon ” or the earlier to occur of (i) 5:00 p.m. New York time, on the date that is the five year anniversary distribution of the consummation of Trust Fund (defined below) to the Business Combination and (ii) the redemption of the Class A Shares or liquidation of the Company.holders of

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriterssell, severally and not jointly, and to the Underwriters agree to purchase from the Company, severally and not jointlyseveral Underwriters, an aggregate of 15,000,000 3,000,000 units (the “Firm Units”) of the Company, as at a purchase price (net of discounts and commissions including the Deferred Fees (defined below)) of $7.44 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite the their respective names of the Underwriters set forth on Schedule A hereto, I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $9.80 7.44 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Companyshare, par value $0.0001 per share (the “Class A Ordinary Shares”), one-half (1/2) of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share warrant (the “RightWarrant”). The Class A Shares, Rights, Ordinary Shares and the Warrants included in the Firm Units will trade not be separately transferable until 90 days after the effective date (“Effective Date”) of the Registration Statement (as defined in Section 2.1.1 hereof) unless the Representative informs the Company, in writing, of its decision to allow earlier separate trading based on its assessment of the 52nd day following relative strengths of the date hereof (or if such day is not a securities markets and small capitalization companies in general, and the trading pattern of, and demand for, the Company’s securities in particular, but in no event will the Representative allow separate trading until the Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, and the Warrants included in the Firm Units trade separately until after (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that (“Closing 8-K”)which includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (as defined below) and updated financial information with respect to in Section 2.22.4), including any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) in Section 1.2.1), if such option is exercised prior to the filing of the Form Closing 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin, and (iii) the expiration of the Over-allotment Option or its exercise in full. Each whole Warrant entitles its holder to exercise it to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment, 5.00 during the period commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a its “Business Combination” (as defined below) or one year from the Effective Date of the Registration Statement and terminating on the five-year anniversary of the Effective Date. “Business Combination” shall mean any merger, share capital stock exchange, asset acquisition, share purchase, reorganization, stock purchase or other similar business combination consummated by the Company with one or more operating businesses having its primary operations in the Peoples Republic of China (as described more fully in the “Business Combination”Registration Statement (as defined in Section 2.1.1 below). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, on the date that is the five year anniversary of the consummation of the Business Combination and (ii) the redemption of the Class A Shares or liquidation of the Company).

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriterssell, severally and not jointly, and to the Underwriters agree to purchase from the Company, severally and not jointlyseveral Underwriters, an aggregate of 15,000,000 9,375,000 units (the “Units” and such 9,375,000 Units, the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, Company at a purchase price (net of discounts and commissions) of $9.80 ___ per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $___ per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary (1) share of the Company’s common stock, par value $0.0001 .0001 per share (the “Class A Shares”), one-half (1/2) of one redeemable warrant (collectively, the “WarrantsCommon Stock”), and one right (1) warrant to purchase one-tenth one (1) share of one Class A ordinary share Common Stock (the “RightWarrant(s)”). The Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date (the date hereof (or if such day is not a Business Day “Effective Date”) of the Registration Statement (as defined below), the following Business Dayin Section 2.1.1 hereof) unless Xxxx Capital informs the Representative determines Company of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentencetrading (and thereafter shall trade only Xxxx Capital Partners, LLC ________________, 2005 Page 2 of 44 separately), but in no event will xxxx Xxxx Capital allow separate trading until the Class A Shares, Rights, and the Warrants included in the Firm Units trade separately until (a) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes preparation of an audited balance sheet of the Company reflecting receipt by the Company’s receipt Company of the proceeds of the Offering and the Unit Private Placement (as defined below) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (b) the Company has filed such audited balance sheet with the Commission (as herein defined) on a Current Report on Form 8-K and issued a press release announcing when or similar form by the Company which includes such separate trading will commencebalance sheet. Each whole Warrant entitles its holder holder, upon exercise, to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, 6.00 during the period commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a its “Business Combination” or one year from the Effective Date of the Registration Statement and terminating on the four-year anniversary of the Effective Date. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean any merger, share capital stock exchange, asset acquisition, share purchase, reorganization, or stock acquisition or other similar business combination consummated by the Company with one or more businesses (related or unrelated operating entities, business(es) or asset(s) in the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, on the date that is the five year anniversary of the consummation of the Business Combination healthcare and (ii) the redemption of the Class A Shares or liquidation of the Companyrelated industries.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriterssell, severally and not jointly, and to the Underwriters agree to purchase from the Company, severally and not jointlyseveral Underwriters, an aggregate of 15,000,000 37,500,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.80 7.71 per Firm UnitUnit (including discounts and commissions of $0.24 that will not be paid to the Underwriters unless and until a Business Combination (as defined below) has been consummated by the Company). The Underwriters, severally and not jointly, agree that they will not seek payment of the discounts and commissions of $0.24 referred to in the preceding sentence unless and until a Business Combination has been consummated by the Company, and the Company agrees that it shall pay such discounts and commissions only upon consummation of such Business Combination. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $7.71 per Firm Unit (including discounts and commissions of $0.24 that will not be paid to the Underwriters unless and until a Business Combination has been consummated by the Company). The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Company’s common stock, par value $0.0001 .0001 per share (the “Class A Shares”), one-half (1/2) of one redeemable warrant (collectively, the “WarrantsCommon Stock”), and one right to purchase one-tenth of one Class A ordinary share warrant (the “RightWarrant(s)”). The Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date (“Effective Date”) of the date hereof (or if such day is not a Business Day Registration Statement (as defined below), the following Business Day) unless MJ informs the Representative determines Company of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, but in no event will MJ allow separate trading until the Class A Shares, Rights, and the Warrants included in the Firm Units trade separately until (a) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes preparation of an audited balance sheet of the Company reflecting receipt by the Company’s receipt Company of the proceeds of the Offering and the Unit Private Placement (as defined below) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (b) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commence. Each whole Warrant entitles its holder to purchase one Class A Share for $11.50 per share, subject to adjustment, commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, on the date that is the five year anniversary of the consummation of the Business Combination and (ii) the redemption of the Class A Shares or liquidation of the Company.Current

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 17,500,000 units (the “Firm Units”) of the Company, as at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite the their respective names of the Underwriters set forth on Schedule A hereto, hereto at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A ordinary share common stock, $0.0001 par value, of the Company, par value $0.0001 per share Company (the “Class A SharesCommon Stock”), and one-half (1/2) of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units trade separately until prior to the Business Day (aas defined below) after (i) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (the “Initial 8-K”) that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (as defined below) and updated another Current Report on Form 8-K or an amendment to the Initial 8-K to update financial information with respect to any proceeds the Company receives has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of such option proceeds is exercised prior to not reflected in the filing of the Form Initial 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of 12 months one year from the Closing Date (as defined below) or and 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares Warrants or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share and only whole Warrants are exercisable.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 22,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A SharesOrdinary Share”), $0.0001 par value, of the Company (“Public Share”), and one-half (1/2) of one redeemable warrant (collectively, the “Public Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Ordinary Shares and the Public Warrants included in the Firm Units will trade separately on the 52nd fifty-second (52nd) day following the date hereof (or if such day date is not a Business Day (as defined belowin Section 1.1.2), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, Ordinary Shares and the Public Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (as defined belowin Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Public Warrant entitles its holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment, commencing on the later of 12 months from the Closing Date thirty (defined below30) or 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) such consummation, the redemption of the Class A Shares “Business Combination Closing”), or liquidation of the Companyearlier upon redemption.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters Underwriters, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 18,750,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of all discounts and commissionscommissions other than the Deferred Compensation (as defined in Section 1.1.3 hereof)) of (A) $9.80 7.74 per Firm Unit (the “Initial Purchase Price”) less (B) the Deferred Compensation, if any. As adjusted for the payment, if any, to the Underwriter of the Deferred Compensation, the purchase price will be $7.44 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule I attached hereto and made a part hereof at the Initial Purchase Price. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Company’s common stock, par value $0.0001 .0001 per share (the “Class A Shares”), one-half (1/2) of one redeemable warrant (collectively, the “WarrantsCommon Stock”), and one right warrant to purchase one-tenth one share of one Class A ordinary share Common Stock (the “RightWarrant(s)”). The Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units will trade be separately on the 52nd day transferable as promptly as practicable following the date hereof (or if such day is not a Business Day (as defined below)consummation of the Offering, but in no event later than 65 days following the following Business Day) unless consummation of the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentenceOffering; provided, however, that in no event will the Class A Shares, Rights, and the Warrants included in the Firm Units trade separately until (a) separate trading begin before an audited balance sheet has been prepared reflecting receipt by the Company has of the proceeds of the Offering and filed with the United States Securities and Exchange Commission (the “Commission”) under cover of a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (as defined below) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (b) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commence. K. Each whole Warrant entitles its holder to exercise the Warrant to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, 6.00 during the period commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a its “Business Combination” or one year from the effective date (“Effective Date”) of the Registration Statement (as defined in Section 2.1.1 hereof) and terminating on the four-year anniversary of the Effective Date, unless earlier redeemed as provided in the Warrant Agreement (as defined in Section 2.10.2 hereof). “Business Combination” shall mean the acquisition by the Company, whether by merger, share capital stock exchange, asset acquisition, share purchase, reorganization, stock purchase or other similar business combination with one or more technology or technology-related operating businesses that has operations or facilities located in Israel or that intends to establish operations or facilities in Israel, such as research and development, manufacturing or executive offices, following the initial business combination (as described more fully in the “Business Combination”Registration Statement). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, on the date that is the five year anniversary of the consummation of the Business Combination and (ii) the redemption of the Class A Shares or liquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointlyUnderwriter, and the Underwriters agree Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 21,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.80 5.70 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 6.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Company’s common stock, par value $0.0001 .0001 per share (the “Class A Shares”), one-half (1/2) of one redeemable warrant (collectively, the “WarrantsCommon Stock”), and one right to purchase one-tenth of one Class A ordinary share two warrants (the “RightWarrant(s)”). The Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until the 52nd day following earlier to occur of (i) the date hereof (or if such day is not a Business Day expiration of the Underwriter’s Over-allotment Option (as defined below)in Section 1.2.1 hereof) or (ii) 20 days after the exercise in full or in part by the Underwriter of the Over-allotment Option, the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, but in no event will the Class A Shares, Rights, and the Warrants included in the Firm Units trade separately until (a) Underwriter allow separate trading before an audited balance sheet has been prepared reflecting receipt by the Company has of the proceeds of the Offering and filed with the United States Securities and Exchange Commission (the “Commission”) with a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (as defined below) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (b) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commence. K. Each whole Warrant entitles its holder to exercise it to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, 5.00 during the period commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the its “Business Combination” or one year from the effective date (“Effective Date”). The Warrants will expire upon ) of the earlier to occur of Registration Statement (ias defined in Section 2.1.1 hereof) 5:00 p.m. New York time, and terminating on the date that is the five four-year anniversary of the consummation Effective Date, or earlier upon redemption. “Business Combination” shall mean the initial acquisition by the Company, whether by merger, capital stock exchange, asset or stock acquisition or other similar type of transaction or a combination of the Business Combination foregoing, of a company operating in the federal services and defense industries (ii) as described more fully in the redemption of the Class A Shares or liquidation of the CompanyRegistration Statement).

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.80 9.993 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A hereto at a purchase price (net of discounts and commissions) of $9.993 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A ordinary share common stock, $0.0001 par value, of the Company, par value $0.0001 per share Company (the “Class A SharesCommon Stock”), and one-half (1/2) of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units trade separately until prior to the Business Day (aas defined below) after (i) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (the “Initial 8-K”) that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Warrant Private Placement (as defined below) and updated another Current Report on Form 8-K or an amendment to the Initial 8-K to update financial information with respect to any proceeds the Company receives has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of such option proceeds is exercised prior to not reflected in the filing of the Form Initial 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of 12 months one year from the Closing Date (as defined below) or and 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares Warrants or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share and only whole Warrants are exercisable.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriterssell, severally and not jointly, and to the Underwriters agree to purchase from the Company, severally and not jointlyseveral Underwriters, an aggregate of 15,000,000 4,500,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.80 7.44 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $7.44 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Company’s common stock, par value $0.0001 .0001 per share (the “Class A Shares”), one-half (1/2) of one redeemable warrant (collectively, the “WarrantsCommon Stock”), and one right to purchase one-tenth of one Class A ordinary share warrant (the “RightWarrant”). The Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date (“Effective Date”) of the date hereof (or if such day is not a Business Day Registration Statement (as defined below), the following Business Dayin Section 2.1.1 hereof) unless the Representative determines informs the Company, in writing, of its decision to allow earlier separate trading. Notwithstanding trading based on its assessment of the immediately preceding sentencerelative strengths of the securities markets and small capitalization companies in general, and the trading pattern of, and demand for, the Company’s securities in particular, but in no event will the Class A Shares, Rights, and Representative allow separate trading until the Warrants included in the Firm Units trade separately until business day after (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that which includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (as defined below) and updated financial information with respect to in Section 2.22.4), including any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) in Section 1.2.1), if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin, and (iii) the expiration of the Over-allotment Option or its exercise in full. Each whole Warrant entitles its holder to exercise it to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, 6.00 during the period commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a its “Business Combination” or one year from the Effective Date of the Registration Statement and terminating on the four-year anniversary of the Effective Date. “Business Combination” shall mean any merger, share capital stock exchange, asset acquisition, share purchase, reorganization, acquisition or other similar business combination consummated by the Company with one or more operating businesses in the education industry (as described more fully in the “Business Combination”Registration Statement (as defined in Section 2.1.1 below). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, on the date that is the five year anniversary of the consummation of the Business Combination and (ii) the redemption of the Class A Shares or liquidation of the Company).

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 16,500,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.80 per for the first 15,000,000 Firm UnitUnits and $10.00 for the remaining Firm Units. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the common stock of the Company, par value $0.0001 per share (the “Class A SharesCommon Stock”), one right to receive one-tenth (1/10) of a share of Common Stock upon consummation of the Company’s initial business combination (the “Rights”) and one-half (1/2) of one redeemable warrant to purchase a share of Common Stock (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A SharesCommon Stock, Rights, the Rights and the Warrants included in the Firm Units will trade separately on the 52nd fifty-second (52nd) day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Sharesshares of Common Stock, Rights, the Rights and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Warrant Private Placement (as defined belowin Section 1.3.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of 12 twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, recapitalization, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares Common Stock or liquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 20,000,000 units (the “Firm Units”) ), ratably in accordance with the number of the Company, as Firm Units set forth opposite the respective names name of the Underwriters set forth on such Underwriter in Schedule A attached hereto, at a purchase price (net of discounts and commissions, excluding Deferred Underwriting Commission (as defined below)) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share share, of $0.0001 par value, of the Company, par value $0.0001 per share Company (the “Class A SharesOrdinary Share”), and one-half (1/2) of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Ordinary Shares and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, Ordinary Shares and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States U.S. Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Warrant Private Placement (as defined belowin Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment, commencing on the later of 12 twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares or liquidation of the Companyliquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 units (the “Firm Units”) ), ratably in accordance with the number of the Company, as Firm Units set forth opposite the respective names name of the Underwriters set forth on such Underwriter in Schedule A attached hereto, at a purchase price (net of discounts and commissions, excluding Deferred Underwriting Commission (as defined below)) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share share, of $0.0001 par value, of the Company, par value $0.0001 per share Company (the “Class A SharesOrdinary Share”), one-half (1/2) of one redeemable warrant (collectively, the “Warrants”), and one right to purchase receive one-tenth of one Class A ordinary share (the “RightClass A Rights”) and one-half of one redeemable warrant (the “Warrants”). The Class A Ordinary Shares, Rights, the Class A Rights and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Ordinary Shares, Rights, the Class A Rights and the Warrants included in the Firm Units trade separately until (a) the Company has filed with the United States U.S. Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (as defined below) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (b) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment, commencing on the later of 12 twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the or liquidation. Each Class A Shares or liquidation Right entitles its holder to receive one-tenth (1/10) of one Class A Ordinary Share upon the Companyconsummation of a Business Combination.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 7,500,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, ’s securities at a purchase price (net of discounts and commissions) of $9.80 10.00 per Firm Unit, less underwriting discounts of $0.5875, $0.3125 of which shall be deposited into the Trust Fund (as defined herein) pursuant to Section 1.4, and (ii) the Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A attached hereto and made a part hereof at the above-stated purchase price. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Company’s common stock, par value $0.0001 per share (the “Class A Shares”), one-half (1/2) of one redeemable warrant (collectively, the “WarrantsCommon Stock”), and one right warrant to purchase one-tenth one share of one Class A ordinary share Common Stock (the “RightWarrant”). The Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on the 52nd day transferable until 52 days following the effective date hereof (or if such day is not a Business Day the “Effective Date”) of the Registration Statement (as defined below), the following Business Dayin Section 2.1.1 hereof) unless the Representative determines Representatives inform the Company in writing of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shareseach case, Rights, and the Warrants included in the Firm Units trade separately until (a) subject to the Company has filed with the United States Securities and Exchange Commission (the “Commission”x) filing a Current Report on Form 8-K that includes with the Commission (as defined in Section 2.1.1 hereof) containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering (the “Current Report on Form 8-K”) and (y) issuing a press release announcing when such separate trading will begin. The Company will file the Unit Private Placement Current Report on Form 8-K promptly after the completion of the Offering, which is anticipated to take place four Business Days following the date of the Prospectus (as defined below) and updated financial information with respect to any in Section 2.1.1 hereof). The audited balance sheet contained in the Current Report on Form 8-K will include proceeds the Company receives from the exercise of the Over-allotment Overallotment Option (as defined below) in Section 1.2.1), if such option the Overallotment Option is exercised prior to closed on the filing of same day as the Form 8-K, and (b) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commenceFirm Units. Each whole Warrant entitles its holder to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, share during the period commencing on the later of 12 months from the Closing Date of: (defined belowa) or 30 days after following the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the its “Initial Business Combination”” or (b) one year from Closing Date (as defined in Section 1.1.2). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and terminating on the date that is the five five-year anniversary of the consummation of the Initial Business Combination Combination. As used herein, the term “Initial Business Combination” shall mean any acquisition by merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination consummated by the Company with one or more operating companies (as described more fully in the Registration Statement). The Company has the right to redeem the Warrants, in whole and not in part, upon not less than 30 days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable on the terms set forth in the Warrant Agreement (ii) as defined in Section 2.22). As used herein, the redemption of the Class A Shares term “Business Day” shall mean any day other than a Saturday, Sunday or liquidation of the Companyany day on which national banks in New York, New York are not open for business.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 25,000,000 units (the “Firm Units”) ), ratably in accordance with the number of the Company, as Firm Units set forth opposite the respective names name of the Underwriters set forth on such Underwriter in Schedule A attached hereto, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A ordinary share common stock, $0.0001 par value per share, of the Company, par value $0.0001 per share Company (the “Class A SharesCommon Stock”), and one-half (1/2) third of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Warrant Private Placement (as defined belowin Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one share of Class A Share Common Stock for $11.50 per share, subject to adjustment, commencing on the later of 12 twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares Common Stock or liquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 12,500,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissionscommissions and the Deferred Underwriting Commission described in Section 1.3 below) of $9.80 9.45 per Firm Unit, provided, however, that the Representative has agreed to receive 62,500 of the Company’s units instead of $0.05 of the cash discount for the Firm Units. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of the Class A ordinary share common stock of the Company, par value $0.0001 per share (the “Class A SharesCommon Stock”), oneand three-half (1/2) quarters of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd ninetieth (90th) day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Warrant Private Placement (as defined belowin Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of 12 twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, recapitalization, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares Common Stock or liquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 22,500,000 units (the “Firm Units”) ), ratably in accordance with the number of the Company, as Firm Units set forth opposite the respective names name of the Underwriters set forth on such Underwriter in Schedule A attached hereto, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A ordinary share common stock, $0.0001 par value per share, of the Company, par value $0.0001 per share Company (the “Class A SharesCommon Stock”), and one-half (1/2) third of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Warrant Private Placement (as defined belowin Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one share of Class A Share Common Stock for $11.50 per share, subject to adjustment, commencing on the later of 12 twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares Common Stock or liquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 10,000,000 units (the “Firm Units”) ), ratably in accordance with the number of the Company, as Firm Units set forth opposite the respective names name of the Underwriters set forth on such Underwriter in Schedule A attached hereto, at a purchase price (net of discounts and commissions, excluding Deferred Underwriting Commission (as defined below)) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share share, of $0.0001 par value, of the Company, par value $0.0001 per share Company (the “Class A Ordinary Shares”), and one-half (1/2) of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Ordinary Shares and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, Ordinary Shares and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States U.S. Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Warrant Private Placement (as defined belowin Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Overallotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment, commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares or liquidation of the Companyliquidation.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriterssell, severally and not jointly, and to the Underwriters agree to purchase from the Company, severally and not jointlyUnderwriter, an aggregate of 15,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissionscommissions of 6%) of $9.80 $ per Firm Unit, which represents a purchase price (net of discounts and commissions of 6%) of $ per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 $ per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Company’s common stock, par value $0.0001 .01 per share (the “Class A Shares”), one-half (1/2) of one redeemable warrant (collectively, the “WarrantsCommon Stock”), and one right a warrant (“Warrant”) to purchase one-tenth one share of one Class A ordinary share (the “Right”)Common Stock. The Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until at least six months after the 52nd day following effective date (the date hereof (or if such day is not a Business Day “Effective Date”) of the Registration Statement (as defined below), the following Business Dayin Section 2.1.1 hereof) unless DJS informs the Representative determines Company of its decision to allow earlier separate trading, based on their assessment of the relative strengths of the securities markets and AMEX companies in general, and the trading pattern of, and demand for, the Company’s securities in particular. Notwithstanding DJS may permit continued trading of the immediately preceding sentence, in Units following such separation. In no event will the Class A Shares, Rights, and the Warrants included in the Firm Units trade separately DJS allow separate trading until (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) preparation of a Current Report on Form 8-K that includes an audited balance sheet of the Company reflecting receipt by the Company’s receipt Company of the proceeds of the Offering and the Unit Private Placement filing of such balance sheet with the Commission (as defined belowherein defined) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the on a Form 8-K, and K or similar form by the Company which includes such balance sheet; (bii) the Company has filed with the Commission files a Current Report on Form 8-K and issued issues a press release announcing when such separate trading will commence. Each whole Warrant entitles its holder begin; and (iii) the Business Day (defined below) following the earliest to purchase one Class A Share for $11.50 per share, subject to adjustment, commencing on occur of the later expiration of 12 months from the Closing Date Over-allotment Option (defined below) or 30 days after the consummation by exercise of the Company Over-allotment Option in full. Each Warrant entitles its holder, upon exercise in accordance with the terms and conditions contained in a Warrant Agreement with respect to such Warrant, to purchase one share of Common Stock at a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with price of $ .00 during the period commencing one or more businesses (year from the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, Effective Date and terminating on the date that is the five five-year anniversary of the consummation of the Business Combination and (ii) the redemption of the Class A Shares or liquidation of the CompanyEffective Date.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinin this agreement, but subject to the terms and conditions herein set forthforth in it, the Company agrees to issue and sell to the several Underwriterssell, severally and not jointly, and to the Underwriters agree to purchase from the Company, severally and not jointlyseveral Underwriters, an aggregate of 15,000,000 5,000,000 units (the “"Firm Units”") of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissionscommissions but before the deferred discount described in Section 3.23 and before the non-accountable expense allowance described in Section 3.11.2) of $9.80 5.70 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule I at a purchase price (net of discounts and commissions but before the deferred discount described in Section 3.23 and before the non-accountable expense allowance described in Section 3.11.2) of $5.70 per Firm Unit. The Firm Units are to be offered initially to the public (the “"Offering”") at the offering price of $10.00 6.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Company's common stock, par value $0.0001 .0001 per share (the “Class A Shares”), one-half (1/2) of one redeemable warrant (collectively, the “Warrants”"Common Stock"), and one right to purchase one-tenth of one Class A ordinary share two warrants (the “Right”"Warrant(s)"). The Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date ("Effective Date") of the date hereof (or if such day is not a Business Day Registration Statement (as defined below), the following Business Dayin Section 2.1.1) unless the Representative determines Underwriters inform the Company of their decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, but in no event will the Class A Shares, Rights, and Underwriters allow separate trading until the Warrants included in the Firm Units trade separately until (a) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes preparation of an audited balance sheet of the Company reflecting receipt by the Company’s receipt Company of the proceeds of the Offering and the Unit Private Placement (as defined below) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (b) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when by the Company that includes such separate trading will commencebalance sheet. Each whole Warrant entitles its holder to exercise it to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, 5.00 during the period commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “its "Business Combination”). The Warrants will expire upon " and one year from the earlier to occur of (i) 5:00 p.m. New York time, Effective Date and terminating on the date that is the five four-year anniversary of the consummation of Effective Date unless earlier redeemed as provided in the Warrant Agreement (as defined in Section 2.21 hereof). "Business Combination and Combination" shall mean any merger, capital stock exchange, asset acquisition or other similar business combination consummated by the Company with an operating business in the restaurant industry (ii) as described more fully in the redemption of the Class A Shares or liquidation of the CompanyRegistration Statement).

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 11,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.80 10.00 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A ordinary share common stock of the Company, par value $0.0001 per share (the “Class A SharesCommon Stock”), and one-half (1/2) of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Warrant Private Placement (as defined belowin Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of 12 twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, recapitalization, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares Common Stock or liquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriterssell, severally and not jointly, and to the Underwriters agree to purchase from the Company, severally and not jointlyseveral Underwriters, an aggregate of 15,000,000 3,000,000 units (the “"Firm Units”") of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.80 5.58 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $5.58 per Firm Unit. The Firm Units are to be offered initially to the public (the “"Offering”") at the offering price of $10.00 6.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Company's common stock, par value $0.0001 .0001 per share (the “Class A Shares”), one-half (1/2) of one redeemable warrant (collectively, the “Warrants”"Common Stock"), and one right to purchase one-tenth of one Class A ordinary share two warrants (the “Right”"Warrant(s)"). The Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date ("Effective Date") of the date hereof (or if such day is not a Business Day Registration Statement (as defined below), the following Business Dayin Section 2.1.1 hereof) unless EBC informs the Representative determines Company of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, but in no event will EBC allow separate trading until the Class A Shares, Rights, and the Warrants included in the Firm Units trade separately until (a) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes preparation of an audited balance sheet of the Company reflecting receipt by the Company’s receipt Company of the proceeds of the Offering and the Unit Private Placement (as defined below) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (b) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when by the Company which includes such separate trading will commencebalance sheet. Each whole Warrant entitles its holder to exercise it to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, 5.00 during the period commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “its "Business Combination”). The Warrants will expire upon " or one year from the earlier to occur Effective Date of (i) 5:00 p.m. New York time, the Registration Statement and terminating on the date that is the five four-year anniversary of the consummation of Effective Date. "Business Combination" shall mean any merger, capital stock exchange, asset acquisition or other similar business combination consummated by the Business Combination Company with an operating business in the entertainment, media and communications industry (ii) as described more fully in the redemption of the Class A Shares or liquidation of the CompanyRegistration Statement).

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriterssell, severally and not jointly, and to the Underwriters agree to purchase from the Company, severally and not jointlyseveral Underwriters, an aggregate of 15,000,000 7,500,000 units (the “"Firm Units”") of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.80 7.72 per Firm UnitUnit (including discounts and commissions of $0.28 that will not be paid to the Underwriters unless and until a Business Combination (as defined below) has been consummated by the Company). The Underwriters, severally and not jointly, agree that they will not seek payment of the discounts and commissions of $0.28 referred to in the preceding sentence unless and until a Business Combination has been consummated by the Company, and the Company agrees that it shall pay such discounts and commissions only upon consummation of such Business Combination. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $7.72 per Firm Unit (including discounts and commissions of $0.28 that will not be paid to the Underwriters unless and until a Business Combination has been consummated by the Company). The Firm Units are to be offered initially to the public (the “"Offering”") at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Company's common stock, par value $0.0001 .0001 per share (the “Class A Shares”), one-half (1/2) of one redeemable warrant (collectively, the “Warrants”"Common Stock"), and one right to purchase one-tenth of one Class A ordinary share warrant (the “Right”"Warrant(s)"). The Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date ("Effective Date") of the date hereof (or if such day is not a Business Day Registration Statement (as defined below), the following Business Day) unless MJ informs the Representative determines Company of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, but in no event will MJ allow separate trading until the Class A Shares, Rights, and the Warrants included in the Firm Units trade separately until (a) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes preparation of an audited balance sheet of the Company reflecting receipt by the Company’s receipt Company of the proceeds of the Offering and the Unit Private Placement (as defined below) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (b) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commence. Each whole Warrant entitles its holder to purchase one Class A Share for $11.50 per share, subject to adjustment, commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, on the date that is the five year anniversary of the consummation of the Business Combination and (ii) the redemption of the Class A Shares or liquidation of the Company.Current

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 30,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share share, $0.0001 par value, of the Company, par value $0.0001 per share Company (the “Class A Ordinary Shares”), and one-half (1/2) of one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Ordinary Shares and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, Ordinary Shares and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Warrant Private Placement (as defined belowin Section 1.3.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment, commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, capital share exchange, asset acquisition, share purchase, reorganization, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Ordinary Shares or liquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 4,500,000 units (the “"Firm Units”") of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.80 7.44 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $7.44 per Firm Unit. The Firm Units are to be offered initially to the public (the “"Offering”") at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Company's common stock, par value $0.0001 per share (the “Class A Shares”), one-half (1/2) of one redeemable warrant (collectively, the “Warrants”"Common Stock"), and one right to purchase one-tenth of one Class A ordinary share warrant (the “Right”"Warrant(s)"). The Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days after the 52nd day following effective date of the date hereof (or if such day is not a Business Day Registration Statement (as defined below), the following Business Dayin Section 2.1.1 hereof) ("Effective Date") unless the Representative determines informs the Company of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, but in no event will the Class A Shares, Rights, and the Warrants included in the Firm Units trade separately Representative allow separate trading until (a) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that which includes an audited balance sheet reflecting the Company’s receipt of the Company reflecting receipt by the Company of the gross proceeds of the Offering and the Unit Private Placement (as defined below) and updated financial information with respect to any Offering. The audited balance sheet will reflect proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) in Section 1.2.1), if such option the Over-allotment Option is exercised prior to the filing of the such Form 8-K, and (b) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commence. K. Each whole Warrant entitles its holder to exercise it to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, 5.50 during the period commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a its "Business Combination" or one year from the Effective Date of the Registration Statement and terminating on the four-year anniversary of the Effective Date, unless earlier redeemed. "Business Combination" shall mean any merger, share capital stock exchange, asset acquisition, share purchase, reorganization, stock purchase or other similar business combination consummated by the Company with one or an operating business (as described more businesses fully in the Registration Statement (the “Business Combination”as defined in Section 2.1.1). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, on the date that is the five year anniversary of the consummation of the Business Combination and (ii) the redemption of the Class A Shares or liquidation of the Company).

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointlyUnderwriter, and the Underwriters agree Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 25,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of all discounts and commissionscommissions other than the Deferred Compensation (as defined in Section 1.1.3 hereof)) of (A) $9.80 7.60 per Firm Unit (the “Initial Purchase Price”) less (B) the Deferred Compensation, if any. As adjusted for the payment, if any, to the Underwriter of the Deferred Compensation, the purchase price will be $7.44 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Company’s common stock, par value $0.0001 .0001 per share (the “Class A Shares”), one-half (1/2) of one redeemable warrant (collectively, the “WarrantsCommon Stock”), and one right warrant to purchase one-tenth one share of one Class A ordinary share Common Stock (the “RightWarrant(s)”). The Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units will trade be separately on the 52nd day transferable as promptly as practicable following the date hereof (or if such day is not a Business Day (as defined below)consummation of the Offering, but in no event later than 65 days following the following Business Day) unless consummation of the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentenceOffering; provided, however, that in no event will the Class A Shares, Rights, and the Warrants included in the Firm Units trade separately until (a) separate trading begin before an audited balance sheet has been prepared reflecting receipt by the Company has of the proceeds of the Offering and filed with the United States Securities and Exchange Commission (the “Commission”) under cover of a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (as defined below) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (b) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commence. K. Each whole Warrant entitles its holder to exercise the Warrant to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, 6.00 during the period commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a its “Business Combination” or one year from the effective date (“Effective Date”) of the Registration Statement (as defined in Section 2.1.1 hereof) and terminating on the four-year anniversary of the Effective Date, unless earlier redeemed as provided in the Warrant Agreement (as defined in Section 2.10.2 hereof). “Business Combination” shall mean the acquisition by the Company, whether by merger, share capital stock exchange, asset acquisition, share purchase, reorganization, stock purchase or other similar business combination with one or more technology or technology-related operating businesses that has operations or facilities located in Israel or that intends to establish operations or facilities in Israel , such as research and development, manufacturing or executive offices, following the initial business combination (as described more fully in the “Business Combination”Registration Statement). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, on the date that is the five year anniversary of the consummation of the Business Combination and (ii) the redemption of the Class A Shares or liquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriterssell, severally and not jointly, and to the Underwriters agree to purchase from the Company, severally and not jointlyseveral Underwriters, an aggregate of 15,000,000 units (the “"Firm Units”") of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.80 5.64 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $5.64 per Firm Unit. The Firm Units are to be offered initially to the public (the “"Offering”") at the offering price of $10.00 6.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Company's common stock, par value $0.0001 .0001 per share (the “Class A Shares”), one-half (1/2) of one redeemable warrant (collectively, the “Warrants”"Common Stock"), and one right to purchase one-tenth of one Class A ordinary share two warrants (the “Right”"Warrant(s)"). The Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 90 days have passed since the 52nd day following effective date ("Effective Date") of the date hereof (or if such day is not a Business Day Registration Statement (as defined below), the following Business Dayin Section 2.1.1 hereof) unless Wedbush informs the Representative determines Company of its decision to allow earlier separate trading. Notwithstanding the immediately preceding sentence, but in no event will the Class A Shares, Rights, and the Warrants included in the Firm Units trade separately until (a) Wedbush allow separate trading before an audited balance sheet has been prepared reflecting receipt by the Company has of the proceeds of the Offering and filed with the United States Securities and Exchange Commission (the “"Commission”") with a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (as defined below) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (b) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commence. K. Each whole Warrant entitles its holder to exercise it to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, 5.00 during the period commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “its "Business Combination”). The Warrants will expire upon " or one year from the earlier to occur Effective Date of (i) 5:00 p.m. New York time, the Registration Statement and terminating on the date that is the five five-year anniversary of the consummation Effective Date. "Business Combination" shall mean the acquisition by the Company, whether by merger, capital stock exchange, asset or stock acquisition or other similar type of transaction or a combination of the Business Combination and foregoing, of one or more companies operating in the technology, media or telecommunications industries (ii) as described more fully in the redemption of the Class A Shares or liquidation of the CompanyRegistration Statement).

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 25,000,000 units (the “Firm Units”) of the Company, as at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite the their respective names of the Underwriters set forth on Schedule A hereto, attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A ordinary share common stock, $0.0001 par value, of the Company, par value $0.0001 per share Company (the “Class A SharesCommon Stock”), and one-half (1/2) fourth of one redeemable warrant, each whole warrant exercisable to purchase one share of Common Stock (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Warrant Private Placement (as defined belowin Section 1.3.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of 12 twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares Common Stock or liquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 20,000,000 units (the “Firm Units”) of the Company, as at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite the their respective names of the Underwriters set forth on Schedule A hereto, attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A ordinary share common stock, $0.0001 par value, of the Company, par value $0.0001 per share Company (the “Class A SharesCommon Stock”), and one-half (1/2) fourth of one redeemable warrant, each whole warrant exercisable to purchase one share of Common Stock (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units trade separately until (ai) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Warrant Private Placement (as defined belowin Section 1.3.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of 12 twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares Common Stock or liquidation of the Company.

Purchase of Firm Units. On the basis of the representations and warranties contained hereinherein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters Underwriters, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agree to purchase from the Company, severally and not jointly, Company an aggregate of 15,000,000 ___units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters set forth on Schedule A hereto, at a purchase price (net of discounts and commissionscommissions and subject to Section 3.22 hereof) of $9.80 $ per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 $ per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Company’s common stock, par value $0.0001 per share (the “Class A Shares”), one-half (1/2) of one redeemable warrant (collectively, the “WarrantsCommon Stock”), and one right to purchase one-tenth of one Class A ordinary share two warrants (the “RightWarrant(s)”). The Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units will trade not be separately on transferable until 20 days after the 52nd day following earlier to occur of (i) the date hereof (or if such day is not a Business Day expiration of the Over-allotment Option (as defined below)in Section 1.2.1 hereof) or (ii) the exercise in full or in part by the Underwriters of the Over-allotment Option; provided, the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentencehowever, that in no event will the Class A Shares, Rights, Underwriters permit separate trading before an audited balance sheet has been prepared reflecting receipt by the Company of the proceeds of the Offering and the Warrants included in the Firm Units trade separately until (a) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that which includes an such audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (as defined below) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (b) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencesheet. Each whole Warrant entitles its holder to exercise it to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, 5.00 during the period commencing on the later of 12 months from the Closing Date (defined below) or 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the its “Business Combination” or one year from the effective date (“Effective Date”). The Warrants will expire upon ) of the earlier to occur of Registration Statement (ias defined in Section 2.1.1 hereof) 5:00 p.m. New York time, and terminating on the date that is the five five-year anniversary of the consummation of Effective Date, or earlier upon redemption. “Business Combination” shall mean the Business Combination and (ii) the redemption of the Class A Shares or liquidation of acquisition by the Company, whether by merger, capital stock exchange, stock purchase, asset acquisition or other similar business combination, of one or more domestic and/or foreign operating businesses in the technology, multimedia and networking sectors (as described more fully in the Registration Statement).

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 25,000,000 units (the “Firm Units”) of the Company, as at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite the their respective names of the Underwriters set forth on Schedule A hereto, hereto at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A ordinary share common stock, $0.0001 par value, of the Company, par value $0.0001 per share Company (the “Class A SharesCommon Stock”), one-half (1/2) of and one redeemable warrant (collectively, the “Warrants”), and one right to purchase one-tenth of one Class A ordinary share (the “Right”). The Class A Shares, Rights, Common Stock and the Warrants included in the Firm Units will trade separately on the 52nd fifty second (52nd) day following the date hereof (or if such day is not a Business Day (as defined below), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Shares, Rights, shares of Common Stock and the Warrants included in the Firm Units trade separately until prior to the Business Day (aas defined below) after (i) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (the “Initial 8-K”) that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and Offering, the Unit Private Placement (as defined below) and updated the Sponsor Loan (as defined below) and another Current Report on Form 8-K or an amendment to the Initial 8-K to update financial information with respect to any proceeds the Company receives has then received from the exercise of the Over-allotment Option (as defined below) if the receipt of such option proceeds is exercised prior to not reflected in the filing of the Form Initial 8-K, and (bii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will commencebegin. Each whole Warrant entitles its holder to purchase one Class A Share share of Common Stock for $11.50 per share, subject to adjustment, commencing on the later of 12 months one year from the Closing Date (as defined below) or and 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and expiring on the date that is the five year anniversary of the consummation by the Company of the its initial Business Combination and (ii) the Combination, or earlier upon redemption of the Class A Shares Warrants or liquidation of the Company.