Common use of Purchase of the Units by the Underwriters Clause in Contracts

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Units, as the Representatives may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Units (subject to such adjustments to eliminate fractional Units as the Representatives may determine) that bears the same proportion to the total number of Additional Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Units is $9.80 per Unit (the “Purchase Price”). The Company is not obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 20,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 3,000,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Units (subject to such adjustments to eliminate fractional Units units as the Representatives may determine) that bears the same proportion to the total number of Additional Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Units is $9.80 per Unit (the “Purchase Price”); the amount of Firm Units set forth opposite such Underwriter’s name in Schedule I hereto. The Company is not obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred FeeDiscount”), subject to Section 5(kk5(mm) hereinhereof. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended Memorandum and Restated Certificate of Incorporation Articles and the funds held under the Trust Agreement are distributed to the holders of the Public Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public StockholdersShareholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, Discount and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee Discount to the Public Stockholders Shareholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 [ l ] Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Common Units, as the Representatives may determine. In addition, the Company Partnership grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional [ l ] additional Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Common Units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Option Units is $9.80 [ l ] per Unit (the “Purchase Price”)unit. The Company Partnership is not obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Selling Unitholder agrees to sell 30,000,000 10,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives may determine. In addition, the Company Selling Unitholder grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional 1,500,000 Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 3 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Units units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Option Units is $9.80 31.11 per Unit (the “Purchase Price”)unit. The Company is Partnership shall not be obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 20,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 3,000,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Units (subject to such adjustments to eliminate fractional Units units as the Representatives may determine) that bears the same proportion to the total number of Additional Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Units is $9.80 per Unit (the “Purchase Price”). The Company is not obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred FeeDiscount”), subject to Section 5(kk5(mm) hereinhereof. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares shares of Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, Discount and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 20,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 3,000,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Units (subject to such adjustments to eliminate fractional Units units as the Representatives may determine) that bears the same proportion to the total number of Additional Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Units is $9.80 per Unit (the “Purchase Price”). The Company is not obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred FeeDiscount”), subject to Section 5(kk5(mm) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended Trust Agreement and Restated Certificate of Incorporation the Memorandum and Articles and the funds held under the Trust Agreement are distributed to the holders of the Public Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public StockholdersShareholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, Discount and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee Discount to the Public Stockholders Shareholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 25,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Units, as the Representatives may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 3,750,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Units (subject to such adjustments to eliminate fractional Units as the Representatives may determine) that bears the same proportion to the total number of Additional Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Units is $9.80 per Unit (the “Purchase Price”); provided, that 2,000,000 Firm Units, and up to 300,000 Additional Units if the Over-Allotment Option is exercised in full, sold by the Underwriters to the BlackRock Funds (the “Indication Units”) shall be sold at a purchase price of $10.00 per Indication Unit, and such Indication Units shall be allocated among the Underwriters by multiplying the number of Indication Units by a fraction, the numerator of which is the number of Firm Units set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the total number of Firm Units (subject to adjustment by the Representatives to eliminate fractions). The Company is not obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred FeeDiscount”), subject to Section 5(kk5(mm) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, Discount and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. (a) On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I 1 attached hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Units, as the Representatives may determine. . (b) In addition, the Company grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional 675,000 Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereofof this Agreement. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Units shares as the Representatives Underwriters may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I 1 attached hereto opposite the name of such Underwriter bears to the total number of Firm Units. . (c) The purchase price payable by the Underwriters for of both the Firm Units and any Additional Option Units is purchased by the Underwriters shall be $9.80 [__________] per Unit Unit. (the “Purchase Price”). d) The Company is shall not be obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to . (e) If, on any Delivery Date, any Underwriter defaults in the discount from the public offering price performance of the Units represented by the Purchase Price set forth aboveits obligations under this Agreement, the Company hereby agrees remaining non-defaulting Underwriters shall have the right, but not the obligation, to pay to purchase the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”)Option Units that the defaulting Underwriter agreed, subject but failed to Section 5(kk) hereinpurchase, on such Delivery Date. The Underwriters hereby agree Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If the non-defaulting Underwriter agrees to purchase the Firm Units or the Option Units of the defaulting or withdrawing Underwriter, either the non-defaulting Underwriter or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate opinion of Incorporation and counsel for the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) Company or counsel for the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit may be necessary in the aggregateRegistration Statement, the Prospectus or up to $3,000,000 (in any other document or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combinationarrangement.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Selling Unitholder agrees to sell 30,000,000 8,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives may determine. In addition, the Company Selling Unitholder grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional 1,200,000 Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 3 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Units units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Option Units is $9.80 22.25 per Unit (the “Purchase Price”)unit. The Company is Partnership shall not be obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 20,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 3,000,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Units (subject to such adjustments to eliminate fractional Units shares as the Representatives Representative may determine) that bears the same proportion to the total number of Additional Units to be sold on such Delivery Date (as defined below) as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Units is $9.80 per Unit (the “Purchase Price”). The Company is not obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission discount of $0.35 per Firm Unit (including both Firm Units and Additional Units) Unit purchased hereunder (the “Deferred FeeDiscount”), subject to Section 5(kk5(nn) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate Articles of Incorporation Association of the Company and the funds held under the Trust Agreement are distributed to the holders of the Public Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public StockholdersShareholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, Discount and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee Discount to the Public Stockholders Shareholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Selling Unitholder agrees to sell 30,000,000 20,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Units, as the Representatives may determine. In addition, the Company Selling Unitholder grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional 3,000,000 additional Option Units, severally and not jointly. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering and as set forth in Section 4 hereofOffering. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Option Units is $9.80 $ per Unit (the “Purchase Price”)Unit. The Company Selling Unitholder is not obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants agreements contained in, and subject to the terms and conditions of, this Agreement, the Company Selling Unitholder agrees to sell 30,000,000 the Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Units, as the Representatives may determine. In addition, the Company Selling Unitholder grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up all or a portion of the Option Units solely to 4,500,000 Additional Units. Such Overcover over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereofallotments. Each Underwriter agrees, severally and not jointly, to purchase from the Selling Unitholder the number of Additional Option Units (subject to such adjustments to eliminate fractional Units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for of both the Firm Units and any Additional Option Units is purchased by the Underwriters shall be $9.80 18.96 per Unit (the “Purchase Price”)Common Unit. The Company is Selling Unitholder shall not be obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 20,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsshares, as the Representatives may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 3,000,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units shares than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Units (subject to such adjustments to eliminate fractional Units shares as the Representatives may determine) that bears the same proportion to the total number of Additional Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Units is $9.80 per Unit (the “Purchase Price”). The Company is not obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred FeeDiscount”), subject to Section 5(kk5(mm) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended amended and Restated Certificate restated memorandum and articles of Incorporation association and the funds held under the Trust Agreement are distributed to the holders of the Public Class A Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public StockholdersShareholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, Discount and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee Discount to the Public Stockholders Shareholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants agreements contained in, and subject to the terms and conditions of, this Agreement, the Company Selling Unitholder agrees to sell 30,000,000 the Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Units, as the Representatives may determine. In addition, the Company Selling Unitholder grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up all or a portion of the Option Units solely to 4,500,000 Additional Units. Such Overcover over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereofallotments. Each Underwriter agrees, severally and not jointly, to purchase from the Selling Unitholder the number of Additional Option Units (subject to such adjustments to eliminate fractional Units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for of both the Firm Units and any Additional Option Units is purchased by the Underwriters shall be $9.80 15.87 per Unit (the “Purchase Price”)Common Unit. The Company is Selling Unitholder shall not be obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 [●] Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives may determine. In addition, the Company Partnership grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional [●] additional Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Units units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Option Units is $9.80 [●] per Unit (the “Purchase Price”)Unit. The Company Partnership is not obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Units (subject to such adjustments to eliminate fractional Units shares as the Representatives may determine) that bears the same proportion to the total number of Additional Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Units is $9.80 per Unit (the “Purchase Price”). The Company is not obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred FeeDiscount”), subject to Section 5(kk5(mm) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, Discount and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On (a) The Partnership agrees to issue and sell the Firm Units to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and covenants contained in, agreements set forth herein and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsherein, as the Representatives may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase from the Partnership the respective number of Firm Units set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per Firm Unit of $21.62 (the “Purchase Price”). In addition, the Partnership agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase from the Partnership, severally and not jointly, the Option Units at the Purchase Price (the “Option”). If any Option Units are to be purchased, the number of Additional Option Units (subject to such adjustments to eliminate fractional be purchased by each Underwriter shall be the number of Option Units as the Representatives may determine) that which bears the same proportion ratio to the total aggregate number of Additional Option Units to be sold on such Delivery Date being purchased as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the total aggregate number of Firm Units being purchased from the Partnership by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the Option at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Partnership. Such notice shall set forth the aggregate number of Option Units as to which the Option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Partnership understands that the Underwriters intend to make a public offering of the Units as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Units on the terms set forth in the Prospectus. The Partnership acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (c) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Partnership to the Representatives at, in the case of the Firm Units, the offices of Xxxxxxx Xxxxx LLP at 000 Xxxxxx Xx., Ste. 4200, Houston, Texas 77002, at 10:00 A.M., New York City time, on July 26, 2013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Partnership may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The purchase price payable by the Underwriters time and date of such payment for both the Firm Units and any Additional Units is $9.80 per Unit (referred to herein as the “Purchase Price”). The Company is not obligated to deliver Closing Date,” and each time and date for such payment for any of Option Units, if other than the Firm Units or Additional Units to be delivered on the applicable Delivery Closing Date, except upon payment is herein referred to as an “Additional Closing Date.” Payment for all such the Units to be purchased on such Delivery the Closing Date or each Additional Closing Date, as provided herein. In addition the case may be, shall be made against delivery to the discount from Representatives for the public offering price respective accounts of the several Underwriters of the Units represented by to be purchased on the Purchase Price set forth aboveClosing Date or each Additional Closing Date, as the Company hereby agrees to pay case may be, with any transfer taxes payable in connection with the sale of such Units to the Underwriters a deferred commission duly paid by the Partnership. Delivery of $0.35 per Unit the Units shall be made through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. (d) The Partnership acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Partnership with respect to the offering of Units contemplated hereby (including both Firm Units in connection with determining the terms of the offering) and Additional Units) purchased hereunder (not as a financial advisor or a fiduciary to, or an agent of, the “Deferred Fee”)Partnership or any other person. Additionally, subject neither the Representatives nor any other Underwriter is advising the Partnership or any other person as to Section 5(kk) hereinany legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Underwriters hereby agree that if no Business Combination is consummated within Partnership shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the time period provided in the Company’s Amended and Restated Certificate of Incorporation transactions contemplated hereby, and the funds held under the Trust Agreement are distributed Underwriters shall have no responsibility or liability to the holders Partnership with respect thereto. Any review by the Underwriters of the Public Shares (Partnership, the “Public Stockholders”), (a) transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders shall not be on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion behalf of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business CombinationPartnership.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 [ ] Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Common Units, as the Representatives may determine. In addition, the Company Partnership grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional [ ] additional Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Common Units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Option Units is shall be $9.80 [ ] per Unit (the “Purchase Price”)Unit. The Company Partnership is not obligated to deliver any of the Firm Units or Additional Units Option Units, as applicable, to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On (a) The Company agrees to issue and sell the Units to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and covenants contained in, agreements set forth herein and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsherein, as the Representatives may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Additional Units (subject to such adjustments to eliminate fractional Units as the Representatives may determine) that bears the same proportion to the total number of Additional Units to be sold on such Delivery Date as the number of Firm Units set forth opposite such Underwriter’s name in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of Firm Units. The at a purchase price payable by the Underwriters for both the Firm Units and any Additional Units is $9.80 per Unit of $24.2125 (the “Purchase Price”)) from the Company the respective number of Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) The Company understands that the Underwriters intend to make a public offering of the Units, and initially to offer the Units on the terms set forth in the Pricing Disclosure Package and the Prospectus. The Company is not obligated to deliver any of acknowledges and agrees that the Firm Units or Additional Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (c) Payment for the Units shall be delivered made by wire transfer in immediately available funds to the account specified by the Company to the Representatives at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Four Times Square, New York, NY, at 10:00 A.M., New York City time, on August 20, 2019, or at such other time or place on the applicable Delivery Datesame or such other date, except not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment for all such the Units is referred to herein as the “Closing Date.” Payment for the Units to be purchased on such Delivery the Closing Date as provided herein. In addition shall be made against delivery to the discount from Representatives for the public offering price respective accounts of the several Underwriters of the Units represented purchased on such date with any transfer taxes payable in connection with the sale of such Units duly paid by the Purchase Price set forth aboveCompany. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct and the Units shall be registered in such names and in such denominations as the Representatives shall request. Any certificates for the Units will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Units contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company hereby agrees or any other person (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters). Additionally, neither the Representatives nor any other Underwriters are advising the Company or any other person as to pay any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the Underwriters offering of the Units contemplated hereby (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters). The Company agrees that it will not claim that, in connection with the purchase and sale of the Units pursuant to the Agreement or the process leading thereto, the Underwriters, or any of them, has advised the Company or any other person as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction or owes a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (fiduciary or similar duty to the “Deferred Fee”), subject to Section 5(kk) hereinCompany. The Underwriters and their respective affiliates may be engaged in a broad range of transactions directly or indirectly involving the Company and may in some cases have interests that differ from or conflict with those of the Company. The Company hereby agree that if no Business Combination is consummated within the time period provided consents to each Underwriter acting in the Company’s Amended and Restated Certificate of Incorporation capacities described in the preceding sentence, and the funds held under parties to this Agreement acknowledge that any such transaction is a separate transaction from the Trust Agreement are distributed sale of the Units contemplated hereby and that no Underwriter acting in any such capacity owes any obligation or duty to any other party hereto with respect to or arising from its acting in such capacity, except to the holders extent set forth in any prior separate agreement relating to such other transaction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the Public Shares (transactions contemplated hereby, and neither the “Public Stockholders”), (a) Representatives nor the other Underwriters will forfeit shall have any rights responsibility or claims liability to the Deferred Fee, Company with respect thereto. Any review by the Representatives and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion other Underwriters of the Company, a portion the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Deferred Fee up to $0.10 per Unit in Underwriters and shall not be on behalf of the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business CombinationCompany.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 the Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives may determine. In addition, the Company grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional 1,680,000 Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering offering and as set forth in Section 4 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Units units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Option Units is purchased by the Underwriters shall be $9.80 13.296 per unit less an amount equal to any distributions declared by the Trust and payable on each Firm Unit (the “Purchase Price”)but not on each Option Unit. The Company is not obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Trust Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 13,750,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Common Units, as the Representatives may determine. In addition, the Company Partnership grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional 2,062,500 additional Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Common Units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such the Applicable Option Units Delivery Date (as defined in Section 4) as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and shall be $18.80 per Unit. The purchase price payable by the Underwriters for any Additional Option Units is purchased by the Underwriters shall be $9.80 18.80 per Unit (less any amount equal to any distributions declared by the “Purchase Price”)Partnership and payable on each Firm Unit but not on such Option Units being purchased. The Company Partnership is not obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 the Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives may determine. In addition, the Company Partnership grants to the Underwriters the an option to purchase up to 3,750,000 Option Units. Such option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both of the Firm Units and any Additional Option Units is purchased by the Underwriters shall be $9.80 20.00 per Unit (the “Purchase Price”)Common Unit. The Company is Partnership shall not be obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 20,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 3,000,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Units (subject to such adjustments to eliminate fractional Units shares as the Representatives may determine) that bears the same proportion to the total number of Additional Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Units is $9.80 per Unit (the “Purchase Price”). The Company is not obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred FeeDiscount”), subject to Section 5(kk5(mm) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, Discount and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. (a) On the basis of the representations, warranties and covenants contained inherein contained, and subject to the terms and conditions of, this Agreementherein set forth, the Company Partnership agrees to sell 30,000,000 Firm Units to the several Underwriters, Underwriters and each of the UnderwritersUnderwriter agrees, severally and not jointly, agrees to purchase purchase, at a price of $ per unit, the number of Firm Units set forth opposite that Underwriter’s the name of each Underwriter in Schedule I heretohereof, subject to adjustments in accordance with Section 9 hereof. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives may determine. (b) Payment for the Firm Units to be sold hereunder is to be made in New York Clearing House funds by Federal (same day) against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as the Representatives and the Partnership shall agree upon, such time and date being herein referred to as the "Initial Delivery Date." As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the Company basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership hereby grants an option to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional Units. Such Over-Allotment the Option is exercisable in Units at the event that the Underwriters sell more units than the number of Firm Units in the Offering and price per unit as set forth in Section 4 hereofthe first paragraph of this Section. Each Underwriter agreesThe option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Initial Delivery Date or (ii) only once thereafter within 30 days after the date of this Agreement, severally and not jointlyby the Representatives of the several Underwriters, to purchase the Partnership setting forth the number of Additional Units (subject to such adjustments to eliminate fractional Option Units as to which the several Underwriters are exercising the option, the names and denominations in which the Option Units are to be registered and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representatives may determine) that bears but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Initial Delivery Date (each date and time the Option Units are delivered is sometimes referred to as an "Option Unit Delivery Date," and the Initial Delivery Date and any Option Delivery Date are sometimes each referred to as a "Delivery Date"). If the date of exercise of the option is three or more days before the Initial Delivery Date, the notice of exercise shall set the Initial Delivery Date as the Option Unit Delivery Date. The number of Option Units to be purchased by each Underwriter shall be in the same proportion to the total number of Additional Option Units to be sold on such Delivery Date being purchased as the number of Firm Units set forth in Schedule I hereto opposite the name of being purchased by such Underwriter bears to the total number of Firm Units, adjusted by the Representatives in such manner as to avoid fractional Units. The purchase price payable by option with respect to the Underwriters for both Option Units granted hereunder may be exercised only to cover over-allotments in the Firm Units and any Additional Units is $9.80 per Unit (the “Purchase Price”). The Company is not obligated to deliver any sale of the Firm Units or Additional by the Underwriters. The Representatives of the several Underwriters may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Partnership. To the extent, if any, that the option is exercised, payment for the Option Units to shall be delivered made on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Option Unit Delivery Date as provided herein. In addition in Federal (same day) funds through the facilities of The Depository Trust Company in New York, New York, drawn to the discount from the public offering price order of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business CombinationPartnership.

Purchase of the Units by the Underwriters. On (a) The Partnership agrees to issue and sell the Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”) and each Underwriter, on the basis of the representations, warranties and covenants contained in, agreements set forth herein and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsherein, as the Representatives may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase from the Partnership the respective number of Additional Units (subject to such adjustments to eliminate fractional Units as the Representatives may determine) that bears the same proportion to the total number of Additional Units to be sold on such Delivery Date as the number of Firm Underwritten Units set forth opposite such Underwriter’s name in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase at a price payable by the Underwriters for both the Firm Units and any Additional Units is $9.80 per Unit (the “Purchase Price”)) of $18.05. The Company is not obligated In addition, the Partnership agrees to deliver any issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the Firm representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Partnership the Option Units at the Purchase Price less an amount per Unit equal to any dividends or Additional distributions declared by the Partnership and payable on the Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Units being purchased from the Partnership by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Partnership. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date or later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Underwritten Units by the Underwriters. (b) The Partnership understands that the Underwriters intend to make a public offering of the Units as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Units on the terms set forth in the Prospectus. The Partnership acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter (provided that each Underwriter will ensure that any such affiliate complies with all provisions of this Agreement applicable Delivery to such Underwriter and will be responsible for any breach thereof by any such affiliate). (c) Payment for the Units shall be made by wire transfer in immediately available funds to the accounts specified by the Partnership to the Representatives in the case of the Underwritten Units, at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M., Los Angeles time, on May 7, 2014, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Partnership may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The time and date of such payment for the Underwritten Units is referred to herein as the “Closing Date” and the time and date for such payment for the Option Units, if other than the Closing Date, except upon payment is herein referred to as the “Additional Closing Date.” Payment for all such the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Units to be purchased on such date with any transfer taxes payable in connection with the sale of such Units duly paid by the Partnership. Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by shall be made through the Purchase Price set forth abovefacilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct and the Units shall be registered in such names and in such denominations as the Representatives shall request. (d) The Partnership acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Partnership with respect to the offering of Units contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company hereby agrees Partnership or any other person (irrespective of whether such Underwriter has advised or is currently advising the Partnership on other matters). Additionally, none of the Representatives nor any other Underwriter is advising the Partnership or any other person as to pay any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction with respect to the Underwriters offering of the Units contemplated hereby (irrespective of whether such Underwriter has advised or is currently advising the Partnership on other matters). The Partnership agrees that, in connection with the purchase and sale of the Units pursuant to the Agreement or the process leading thereto, none of the Representatives nor any of the Underwriters, or any of them, has advised the Partnership or any other person as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction or owes a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (fiduciary or similar duty to the “Deferred Fee”), subject to Section 5(kk) hereinPartnership. The Underwriters and their respective affiliates may be engaged in a broad range of transactions directly or indirectly involving the Partnership, and may in some cases have interests that differ from or conflict with those of the Partnership. The Partnership hereby agree that if no Business Combination is consummated within the time period provided consents to each Underwriter acting in the Company’s Amended and Restated Certificate of Incorporation capacities described in the preceding sentence, and the funds held under parties to this Agreement acknowledge that any such transaction is a separate transaction from the Trust Agreement are distributed sale of the Units contemplated hereby and that no Underwriter acting in any such capacity owes any obligation or duty to any other party hereto with respect to or arising from its acting in such capacity, except to the holders extent set forth in any prior separate agreement relating to such other transaction. The Partnership shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the Public Shares (the “Public Stockholders”)transactions contemplated hereby, (a) and the Underwriters will forfeit any rights shall have no responsibility or claims liability to the Deferred Fee, and (b) Partnership with respect thereto. Any review by the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion Underwriters of the CompanyPartnership, a portion the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Deferred Fee up to $0.10 per Unit in Underwriters and shall not be on behalf of the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business CombinationPartnership.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 25,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 3,750,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Units (subject to such adjustments to eliminate fractional Units units as the Representatives Representative may determine) that bears the same proportion to the total number of Additional Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Units is $9.80 per Unit (the “Purchase Price”). The Company is not obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred FeeDiscount”), subject to Section 5(kk5(mm) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation Charter and the funds held under the Trust Agreement are distributed to the holders of the Public Shares Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, Discount and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 2,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Common Units, as the Representatives Representative may determine. In addition, the Company Partnership grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional 300,000 additional Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Common Units as the Representatives Representative may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such the applicable Option Units Delivery Date (as defined in Section 4) as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and shall be $38.74752 per Unit. The purchase price payable by the Underwriters for any Additional Option Units is purchased by the Underwriters shall be $9.80 38.74752 per Unit (less an amount equal to any distributions declared by the “Purchase Price”)Partnership and payable on each Firm Unit but not on such Option Units being purchased. The Company Partnership is not obligated to deliver any of the Firm Units or Additional Units Option Units, as applicable, to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 3,750,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsshares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional 562,500 Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters purchase the Firm Units and sell more units Units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereofof this Agreement. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Units shares as the Representatives Representative may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I 1 attached hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for of both the Firm Units and any Additional Option Units is purchased by the Underwriters shall be $9.80 [___] per Unit (the “Purchase Price”)Unit. The Company is shall not be obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Units (subject to such adjustments to eliminate fractional Units shares as the Representatives may determine) that bears the same proportion to the total number of Additional Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Units is $9.80 per Unit (the “Purchase Price”); provided, that any Firm Units or Additional Units sold by the Underwriters to Rice Investment Group (the “RIG Units”) shall be sold at a purchase price of $10.00 per RIG Unit, and such RIG Units shall be allocated among the Underwriters by multiplying the number of RIG Units by a fraction, the numerator of which is the number of Firm Units set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the total number of Firm Units (subject to adjustment by the Representatives to eliminate fractions). The Company is not obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission discount of $0.35 per Unit (including both Firm Units and Additional Units, but not including the RIG Units) purchased hereunder (the “Deferred FeeDiscount”), subject to Section 5(kk5(mm) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Class A Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public StockholdersShareholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, Discount and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee Discount to the Public Stockholders Shareholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On (a) The Selling Unitholder agrees to sell the Underwritten Units to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and covenants contained in, agreements set forth herein and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsherein, as the Representatives may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase from the Selling Unitholder the respective number of Additional Units (subject to such adjustments to eliminate fractional Units as the Representatives may determine) that bears the same proportion to the total number of Additional Units to be sold on such Delivery Date as the number of Firm Underwritten Units set forth opposite such Underwriter’s name in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase at a price payable by the Underwriters for both the Firm Units and any Additional Units is $9.80 per Unit (the “Purchase Price”)) of $ . The Company is not obligated In addition, the Selling Unitholder agrees to deliver any sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the Firm representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Unitholder the Option Units at the Purchase Price less an amount per Unit equal to any dividends or Additional distributions declared by the Partnership and payable on the Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Units being purchased from the Selling Unitholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Underwriters in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Underwriters to the Partnership. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date or later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Partnership and the Selling Unitholder understand that the Underwriters intend to make a public offering of the Units as soon after the effectiveness of this Agreement as in the judgment of the Underwriters is advisable, and initially to offer the Units on the applicable Delivery terms set forth in the Prospectus. The Partnership and the Selling Unitholder acknowledge and agree that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (c) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Selling Unitholder to the Underwriters in the case of the Underwritten Units, at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Four Times Square, New York, NY, at 10:00 A.M., New York City time, on , 2013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters, the Selling Unitholder and the Partnership may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Underwriters in the written notice of the Underwriters’ election to purchase such Option Units. The time and date of such payment for the Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, except upon payment is herein referred to as the “Additional Closing Date.” Payment for all such the Units to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriters for the respective accounts of the several Underwriters of the Units to be purchased on such date with any transfer taxes payable in connection with the sale of such Units duly paid by the Partnership. Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by shall be made through the Purchase Price set forth abovefacilities of The Depository Trust Company (“DTC”) unless the Underwriters shall otherwise instruct and the Units shall be registered in such names and in such denominations as the Underwriters shall request. (d) The Partnership and the Selling Unitholder acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Partnership and the Selling Unitholder with respect to the offering of Units contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company hereby agrees Partnership, the Selling Unitholder or any other person (irrespective of whether such Underwriter has advised or is currently advising the Partnership on other matters). Additionally, none of the Underwriters is advising the Partnership, the Selling Unitholder or any other person as to pay any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction with respect to the Underwriters offering of the Units contemplated hereby (irrespective of whether such Underwriter has advised or is currently advising the Partnership on other matters). The Partnership and the Selling Unitholder agree that they will not claim that, in connection with the purchase and sale of the Units pursuant to the Agreement or the process leading thereto, the Underwriters, or any of them, has advised the Partnership, the Selling Unitholder or any other person as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction or owes a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (fiduciary or similar duty to the “Deferred Fee”), subject to Section 5(kk) hereinPartnership or the Selling Unitholder. The Underwriters and their respective affiliates may be engaged in a broad range of transactions directly or indirectly involving the Partnership or the Selling Unitholder, and may in some cases have interests that differ from or conflict with those of the Partnership or the Selling Unitholder. The Partnership and the Selling Unitholder hereby agree that if no Business Combination is consummated within the time period provided consent to each Underwriter acting in the Company’s Amended and Restated Certificate of Incorporation capacities described in the preceding sentence, and the funds held under parties to this Agreement acknowledge that any such transaction is a separate transaction from the Trust Agreement are distributed sale of the Units contemplated hereby and that no Underwriter acting in any such capacity owes any obligation or duty to any other party hereto with respect to or arising from its acting in such capacity, except to the holders extent set forth in any prior separate agreement relating to such other transaction. The Partnership and the Selling Unitholder shall consult with their own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the Public Shares (the “Public Stockholders”)transactions contemplated hereby, (a) and the Underwriters will forfeit any rights shall have no responsibility or claims liability to the Deferred Fee, and (b) Partnership or the trustee under Selling Unitholder with respect thereto. Any review by the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion Underwriters of the CompanyPartnership, a portion the Selling Unitholder, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Deferred Fee up to $0.10 per Unit in Underwriters and shall not be on behalf of the aggregate, Partnership or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business CombinationSelling Unitholder.

Purchase of the Units by the Underwriters. On (a) The Partnership agrees to issue and sell the Firm Units to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and covenants contained in, agreements set forth herein and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsherein, as the Representatives may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase from the Partnership the respective number of Firm Units set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per Firm Unit of $[•](the “Purchase Price”). In addition, the Partnership agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase from the Partnership, severally and not jointly, the Option Units at the Purchase Price (the “Option”). If any Option Units are to be purchased, the number of Additional Option Units (subject to such adjustments to eliminate fractional be purchased by each Underwriter shall be the number of Option Units as the Representatives may determine) that which bears the same proportion ratio to the total aggregate number of Additional Option Units to be sold on such Delivery Date being purchased as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the total aggregate number of Firm Units being purchased from the Partnership by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the Option at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Partnership. Such notice shall set forth the aggregate number of Option Units as to which the Option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Partnership understands that the Underwriters intend to make a public offering of the Units as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Units on the terms set forth in the Prospectus. The Partnership acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (c) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Partnership to the Representatives at, in the case of the Firm Units, the offices of Xxxxxxx Xxxxx LLP at 000 Xxxxxx Xx., Ste. 4200, Houston, Texas 77002, at 10:00 A.M., New York City time, on [•], 2013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Partnership may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The purchase price payable by the Underwriters time and date of such payment for both the Firm Units and any Additional Units is $9.80 per Unit (referred to herein as the “Purchase Price”). The Company is not obligated to deliver Closing Date,” and each time and date for such payment for any of Option Units, if other than the Firm Units or Additional Units to be delivered on the applicable Delivery Closing Date, except upon payment is herein referred to as an “Additional Closing Date.” Payment for all such the Units to be purchased on such Delivery the Closing Date or each Additional Closing Date, as provided herein. In addition the case may be, shall be made against delivery to the discount from Representatives for the public offering price respective accounts of the several Underwriters of the Units represented by to be purchased on the Purchase Price set forth aboveClosing Date or each Additional Closing Date, as the Company hereby agrees to pay case may be, with any transfer taxes payable in connection with the sale of such Units to the Underwriters a deferred commission duly paid by the Partnership. Delivery of $0.35 per Unit the Units shall be made through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. (d) The Partnership acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Partnership with respect to the offering of Units contemplated hereby (including both Firm Units in connection with determining the terms of the offering) and Additional Units) purchased hereunder (not as a financial advisor or a fiduciary to, or an agent of, the “Deferred Fee”)Partnership or any other person. Additionally, subject neither the Representatives nor any other Underwriter is advising the Partnership or any other person as to Section 5(kk) hereinany legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Underwriters hereby agree that if no Business Combination is consummated within Partnership shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the time period provided in the Company’s Amended and Restated Certificate of Incorporation transactions contemplated hereby, and the funds held under the Trust Agreement are distributed Underwriters shall have no responsibility or liability to the holders Partnership with respect thereto. Any review by the Underwriters of the Public Shares (Partnership, the “Public Stockholders”), (a) transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders shall not be on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion behalf of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business CombinationPartnership.

Purchase of the Units by the Underwriters. On (a) The Company agrees to issue and sell the Underwritten Units to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and covenants contained in, agreements set forth herein and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsherein, as the Representatives may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price per Unit of $24.2125 (the “Purchase Price”) from the Company the respective number of Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at the Purchase Price less an amount per Unit equal to any dividends or distributions declared by the Company and payable on the Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Additional Option Units (subject to such adjustments to eliminate fractional be purchased by each Underwriter shall be the number of Option Units as the Representatives may determine) that which bears the same proportion ratio to the total aggregate number of Additional Option Units to be sold on such Delivery Date being purchased as the number of Firm Underwritten Units set forth in Schedule I hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the total aggregate number of Firm Underwritten Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date nor later than the tenth full business day (as defined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriters intend to make a public offering of the Units, and initially to offer the Units on the terms set forth in the Pricing Disclosure Package and the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (c) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives, in the case of the Underwritten Units, at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Four Times Square, New York, NY, at 10:00 A.M., New York City time, on February 18, 2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representative in the written notice of the Underwriters’ election to purchase such Option Units. The purchase price payable by time and date of such payment for the Underwriters for both the Firm Units and any Additional Underwritten Units is $9.80 per Unit (referred to herein as the “Purchase PriceClosing Date”). The Company is not obligated to deliver any of , and the Firm Units or Additional Units to be delivered on time and date for such payment for the applicable Delivery Option Units, if other than the Closing Date, except upon payment is herein referred to as the “Additional Closing Date.” Payment for all such the Units to be purchased on such Delivery the Closing Date or the Additional Closing Date, as provided herein. In addition the case may be, shall be made against delivery to the discount from Representatives for the public offering price respective accounts of the several Underwriters of the Units represented or the Additional Closing Date, as the case may be, to be purchased on such date with any transfer taxes payable in connection with the sale of such Units duly paid by the Purchase Price set forth aboveCompany. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct and the Units shall be registered in such names and in such denominations as the Representatives shall request. Any certificates for the Units will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Units contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company hereby agrees or any other person (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters). Additionally, neither the Representatives nor any other Underwriters are advising the Company or any other person as to pay any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the Underwriters offering of the Units contemplated hereby (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters). The Company agrees that it will not claim that, in connection with the purchase and sale of the Units pursuant to the Agreement or the process leading thereto, the Underwriters, or any of them, has advised the Company or any other person as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction or owes a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (fiduciary or similar duty to the “Deferred Fee”), subject to Section 5(kk) hereinCompany. The Underwriters and their respective affiliates may be engaged in a broad range of transactions directly or indirectly involving the Company and may in some cases have interests that differ from or conflict with those of the Company. The Company hereby agree that if no Business Combination is consummated within the time period provided consents to each Underwriter acting in the Company’s Amended and Restated Certificate of Incorporation capacities described in the preceding sentence, and the funds held under parties to this Agreement acknowledge that any such transaction is a separate transaction from the Trust Agreement are distributed sale of the Units contemplated hereby and that no Underwriter acting in any such capacity owes any obligation or duty to any other party hereto with respect to or arising from its acting in such capacity, except to the holders extent set forth in any prior separate agreement relating to such other transaction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the Public Shares (transactions contemplated hereby, and neither the “Public Stockholders”), (a) Representatives nor the other Underwriters will forfeit shall have any rights responsibility or claims liability to the Deferred Fee, Company with respect thereto. Any review by the Representatives and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion other Underwriters of the Company, a portion the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Deferred Fee up to $0.10 per Unit in Underwriters and shall not be on behalf of the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business CombinationCompany.

Purchase of the Units by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, in and subject to the terms and conditions of, of this Agreement, the Company Partnership agrees to sell 30,000,000 the Firm Units to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Common Units, as the Representatives may determine. In addition, the Company Partnership grants to the Underwriters the an option to purchase up to 990,000 Units, severally and not jointly. Such option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units Units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Common Units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for of both the Firm Units and any Additional Option Units is $9.80 shall be $ per Unit (the “Purchase Price”)Common Unit. The Company is Partnership shall not be obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable any Delivery DateDate (as hereinafter defined), except upon payment for all such the Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 25,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 3,750,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Units (subject to such adjustments to eliminate fractional Units shares as the Representatives may determine) that bears the same proportion to the total number of Additional Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Units is $9.80 per Unit (the “Purchase Price”); provided, that any Firm Units or Additional Units sold by the Underwriters to Rice Investment Group (the “RIG Units”) shall be sold at a purchase price of $10.00 per RIG Unit, and such RIG Units shall be allocated among the Underwriters by multiplying the number of RIG Units by a fraction, the numerator of which is the number of Firm Units set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the total number of Firm Units (subject to adjustment by the Representatives to eliminate fractions). The Company is not obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission discount of $0.35 per Unit (including both Firm Units and Additional Units, but not including the RIG Units) purchased hereunder (the “Deferred FeeDiscount”), subject to Section 5(kk5(mm) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Class A Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public StockholdersShareholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, Discount and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee Discount to the Public Stockholders Shareholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 8,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of the Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives Representative may determine. In addition, the Company Partnership grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional 1,200,000 Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Units units as the Representatives Representative may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Units is $9.80 17.8525 per Unit (the “Purchase Price”)unit. The Company purchase price payable by the Underwriters for the Option Units shall be the same purchase price per unit as the Underwriters shall pay for the Firm Units, less an amount per share equal to any dividends or distributions declared by the Partnership and payable on the Firm Units but not payable on the Option Units. The Partnership is not obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 the Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives Representative may determine. In addition, the Company Partnership grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional 1,875,000 Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Units as the Representatives Representative may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for of both the Firm Units and any Additional Option Units is purchased by the Underwriters shall be $9.80 [_._] per Unit (the “Purchase Price”)unit. The Company is Partnership shall not be obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 [—] Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives may determine. In addition, the Company Partnership grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional [—] additional Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Units units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Option Units is $9.80 [—] per Unit (the “Purchase Price”)unit. The Company Partnership is not obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 25,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Units, as the Representatives may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 3,750,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Units (subject to such adjustments to eliminate fractional Units as the Representatives may determine) that bears the same proportion to the total number of Additional Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Units is $9.80 per Unit (the “Purchase Price”); provided, that [2,000,000] Firm Units sold by the Underwriters to the BlackRock Funds (the “Indication Units”) shall be sold at a purchase price of $10.00 per Indication Unit, and such Indication Units shall be allocated among the Underwriters by multiplying the number of Indication Units by a fraction, the numerator of which is the number of Firm Units set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the total number of Firm Units (subject to adjustment by the Representatives to eliminate fractions). The Company is not obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred FeeDiscount”), subject to Section 5(kk5(mm) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, Discount and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 27,500,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 4,125,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Units (subject to such adjustments to eliminate fractional Units units as the Representatives Representative may determine) that bears the same proportion to the total number of Additional Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Units is $9.80 per Unit (the “Purchase Price”); provided, that the [●] Firm Units sold by the Underwriters to affiliates of Agility Public Warehousing Company K.S.C.P. and Luxor Capital Group, L.P. (the “Indication Units”) shall be sold at a purchase price of $10.00 per Indication Unit, and such Indication Units shall be allocated among the Underwriters by multiplying the number of Indication Units by a fraction, the numerator of which is the number of Firm Units set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the total number of Firm Units (subject to adjustment by the Representative to eliminate fractions). The Company is not obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred FeeDiscount”), subject to Section 5(kk5(mm) hereinhereof, which Deferred Discount shall be allocated as set forth on Schedule V attached hereto. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended Memorandum and Restated Certificate of Incorporation Articles and the funds held under the Trust Agreement are distributed to the holders of the Public Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public StockholdersShareholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, Discount and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee Discount to the Public Stockholders Shareholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 [ ] Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsshares, as the Representatives may determine. In addition, the Company Partnership grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional [ ] Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 3 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Units shares as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Option Units is $9.80 [ ] per Unit. The purchase price payable by the Underwriters for any Option Units purchased by the Underwriters shall be $[ ] per Unit (less an amount equal to any dividends or distributions declared by the “Purchase Price”)Partnership and payable on each Firm Unit but not on such Option Units being purchased. The Company Partnership is not obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 10,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives may determine. In addition, the Company Partnership grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional 1,500,000 additional Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Units units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Option Units is shall be $9.80 14.08125 per Unit (the “Purchase Price”)Unit. The Company Partnership is not obligated to deliver any of the Firm Units or Additional Units Option Units, as applicable, to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On (a) The Partnership agrees to issue and sell the Units to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and covenants contained in, agreements set forth herein and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsherein, as the Representatives may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase from the Partnership the respective number of Additional Units (subject to such adjustments to eliminate fractional Units as the Representatives may determine) that bears the same proportion to the total number of Additional Units to be sold on such Delivery Date as the number of Firm Units set forth opposite such Underwriter’s name in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase at a price payable by the Underwriters for both the Firm Units and any Additional Units is $9.80 per Unit (the “Purchase Price”)) of $30.07. (b) The Partnership understands that the Underwriters intend to make a public offering of the Units as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Units on the terms set forth in the Pricing Disclosure Package and the Prospectus. The Company Partnership acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (c) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Partnership to the Representative at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Four Times Square, New York, NY, at 10:00 A.M., New York City time, on June 5, 2015, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Partnership may agree upon in writing. The time and date of such payment for the Units is not obligated referred to deliver any of herein as the Firm Units or Additional “Closing Date.” Payment for the Units to be delivered purchased on the applicable Delivery Date, except upon payment Closing Date shall be made against delivery to the Representative for all such the respective accounts of the several Underwriters of the Units to be purchased on such date with any transfer taxes payable in connection with the sale of such Units duly paid by the Partnership. Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by shall be made through the Purchase Price set forth abovefacilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct and the Units shall be registered in such names and in such denominations as the Representative shall request. (d) The Partnership acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Partnership with respect to the offering of Units contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company hereby agrees Partnership or any other person (irrespective of whether such Underwriter has advised or is currently advising the Partnership on other matters). Additionally, neither the Representative nor any of the other Underwriters is advising the Partnership or any other person as to pay any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction with respect to the Underwriters offering of the Units contemplated hereby (irrespective of whether such Underwriter has advised or is currently advising the Partnership on other matters). The Partnership agrees that it will not claim that, in connection with the purchase and sale of the Units pursuant to the Agreement or the process leading thereto, the Underwriters, or any of them, has advised the Partnership or any other person as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction or owes a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (fiduciary or similar duty to the “Deferred Fee”), subject to Section 5(kk) hereinPartnership. The Underwriters and their respective affiliates may be engaged in a broad range of transactions directly or indirectly involving the Partnership and may in some cases have interests that differ from or conflict with those of the Partnership. The Partnership hereby agree that if no Business Combination is consummated within the time period provided consents to each Underwriter acting in the Company’s Amended and Restated Certificate of Incorporation capacities described in the preceding sentence, and the funds held under parties to this Agreement acknowledge that any such transaction is a separate transaction from the Trust Agreement are distributed sale of the Units contemplated hereby and that no Underwriter acting in any such capacity owes any obligation or duty to any other party hereto with respect to or arising from its acting in such capacity, except to the holders extent set forth in any prior separate agreement relating to such other transaction. The Partnership shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the Public Shares (the “Public Stockholders”)transactions contemplated hereby, (a) and the Underwriters will forfeit any rights shall have no responsibility or claims liability to the Deferred Fee, and (b) Partnership with respect thereto. Any review by the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion Underwriters of the CompanyPartnership, a portion the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Deferred Fee up to $0.10 per Unit in Underwriters and shall not be on behalf of the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business CombinationPartnership.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants agreements contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to issue and sell 30,000,000 the Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Units, as the Representatives may determine. In addition, the Company Partnership grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional all or a portion of the Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase from the Partnership the number of Additional Option Units (subject to such adjustments to eliminate fractional Units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for of both the Firm Units and any Additional Option Units is purchased by the Underwriters shall be $9.80 18.0668 per Unit (the “Purchase Price”)Common Unit. The Company is Partnership shall not be obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Units (subject to such adjustments to eliminate fractional Units units as the Representatives may determine) that bears the same proportion to the total number of Additional Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Units is $9.80 per Unit (the “Purchase Price”). Notwithstanding anything to the contrary in this Agreement, up to 25% of the Deferred Discount (as defined below) may be paid to the Underwriters in any allocation determined by the Company and/or to third parties not participating in the Offering (but who are members of FINRA) that (i) assist the Company in identifying or consummating its initial Business Combination, (ii) provide services or support to the Company, its shareholders, or the Business Combination target or (iii) assist or support the execution of the Business Combination. Such allocation shall be solely at the Company’s discretion, and any such third parties will be selected by the Company in its sole and absolute discretion, provided that no single third party (together with its affiliates) may be paid an amount in excess of the portion of the Deferred Discount paid to either of the Representatives unless the parties otherwise agree. The Company is not obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred FeeDiscount”), subject to Section 5(kk5(mm) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended Memorandum and Restated Certificate of Incorporation Articles and the funds held under the Trust Agreement are distributed to the holders of the Public Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public StockholdersShareholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, Discount and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee Discount to the Public Stockholders Shareholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 22,500,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 3,375,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Units (subject to such adjustments to eliminate fractional Units as the Representatives may determine) that bears the same proportion to the total number of Additional Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Units is $9.80 per Unit (the “Purchase Price”); provided, that the [●] Firm Units and [●] Additional Units sold by the Underwriters to affiliates of Agility Public Warehousing Company K.S.C.P. and Luxor Capital Group, L.P. (the “Indication Units”) shall be sold at a purchase price of $10.00 per Indication Unit, and such Indication Units shall be allocated among the Underwriters by multiplying the number of Indication Units by a fraction, the numerator of which is the number of Firm Units set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the total number of Firm Units (subject to adjustment by the Representative to eliminate fractions). The Company is not obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred FeeDiscount”), subject to Section 5(kk5(mm) hereinhereof. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended Memorandum and Restated Certificate of Incorporation Articles and the funds held under the Trust Agreement are distributed to the holders of the Public Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public StockholdersShareholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, Discount and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee Discount to the Public Stockholders Shareholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 11,500,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 1,725,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Units (subject to such adjustments to eliminate fractional Units shares as the Representatives Representative may determine) that bears the same proportion to the total number of Additional Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Units is $9.80 per Unit (the “Purchase Price”). The Company is not obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred FeeDiscount”), subject to Section 5(kk5(nn) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, Discount and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 46,811,398 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Common Units, as the Representatives may determine. In addition, the Company Partnership grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional 7,021,709 Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Common Units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such the applicable Option Units Delivery Date (as defined in Section 4) as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Option Units is $9.80 21.965 per Unit. The purchase price payable by the Underwriters for any Option Units purchased by the Underwriters shall be $21.965 per Unit (less an amount equal to any dividends or distributions declared by the “Purchase Price”)Partnership and payable on each Firm Unit but not on such Option Units being purchased. The Company Partnership is not obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 the Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s 's name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Units, as the Representatives Representative may determine. In addition, the Company Partnership grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional 1,305,000 Option Units. Such Over-Allotment Option option (the "Option") is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Units as the Representatives Representative may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both of the Firm Units and any Additional Option Units is $9.80 purchased by the Underwriters shall be $ per Unit (the “Purchase Price”)Common Unit. The Company is Partnership shall not be obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, each of the Company agrees Selling Unitholders agrees, severally and not jointly, to sell 30,000,000 the number of Firm Units set forth opposite that Selling Unitholder’s name in Schedule 1 hereto to the several Underwriters, and each of the UnderwritersUnderwriters agrees, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I 2 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Units, as the Representatives may determine. In addition, the Company each Selling Unitholder, severally and not jointly, grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional an aggregate of 412,500 Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Common Units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I 2 hereto opposite the name of such Underwriter (as such number may be increased pursuant to Section 11) bears to the total number of Firm Units, and each Selling Unitholder agrees, severally and not jointly, to sell the number of Option Units set forth on Schedule 1 hereto opposite the name of such Selling Unitholder, provided, that if the Underwriters exercise such option and such option provides for the purchase of less than 412,500 Option Units, the actual number of Option Units to be sold by any Selling Unitholder shall be determined in accordance with the provisions of the Transfer Restrictions Agreement dated June 13, 2006 among AHGP, the General Partner, C-Holdings, Xxxxxx X. Xxxxx III and the other parties thereto, as amended. The respective purchase obligations of the Underwriters with respect to the Option Units shall be rounded among the Underwriters to avoid fractional units, as the Representatives may determine. The price payable of the Units purchased by the Underwriters for both shall be $52.18 per Unit, provided that the purchase price per Option Unit shall be reduced by an amount per Option Unit equal to any dividends or distributions declared by the Partnership and payable on the Firm Units and any Additional Units is $9.80 per Unit (but not payable on the “Purchase Price”)Option Units. The Company is A Selling Unitholder shall not be obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased from such Selling Unitholder on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 10,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives may determine. In addition, the Company Partnership grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional 1,500,000 additional Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Units units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for of both the Firm Units and any Additional Option Units is purchased by the Underwriters shall be $9.80 20.20 per Unit (the “Purchase Price”)unit. The Company is Partnership shall not be obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 the Firm Units to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Units, Common Units as the Representatives may determine. In addition, the Company Partnership grants to the Underwriters the an option to purchase up to 2,437,500 Common Units, severally and not jointly. Such option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Common Units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for of both the Firm Units and any Additional Option Units is shall be $9.80 [ ] per Unit (the “Purchase Price”)Common Unit. The Company is Partnership shall not be obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable any Delivery Date, except upon payment for all such the Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 [●] Firm Units to the several Underwriters and the Selling Unitholder agrees to sell [●] Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the Partnership and from the Selling Unitholder that number of Firm Units that represents the same proportion of the number of Firm Units to be sold by the Partnership and by the Selling Unitholder as the number of Firm Units set forth opposite the name of such Underwriter in Schedule I represents to the total number of Firm Units to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsshares, as the Representatives may determine. In addition, the Company Partnership grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional an additional [●] Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in this Section 4 hereof3. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Units shares as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Units is $9.80 [●] per Unit. The purchase price payable by the Underwriters for any Option Units purchased by the Underwriters shall be $ per Unit (less an amount equal to any distributions declared by the “Purchase Price”)Partnership and payable on each Firm Unit but not on such Option Units being purchased. The Company is Partnership and Selling Unitholder are not obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 [·] Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Common Units, as the Representatives may determine. In addition, the Company Partnership grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional [·] additional Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Common Units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such the Applicable Option Units Delivery Date (as defined in Section 4) as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and shall be $[·] per Unit. The purchase price payable by the Underwriters for any Additional Option Units is purchased by the Underwriters shall be $9.80 [·] per Unit (less any amount equal to any distributions declared by the “Purchase Price”)Partnership and payable on each Firm Unit but not on such Option Units being purchased. The Company Partnership is not obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 13,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 1,950,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Units (subject to such adjustments to eliminate fractional Units shares as the Representatives Representative may determine) that bears the same proportion to the total number of Additional Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Units is $9.80 per Unit (the “Purchase Price”). The Company is not obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred FeeDiscount”), subject to Section 5(kk5(nn) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, Discount and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 10,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives may determine. In addition, the Company Partnership grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional 1,500,000 additional Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Units units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Option Units is $9.80 18.80 per Unit (the “Purchase Price”)unit. The Company Partnership is not obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 2,700,000 Firm Units to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the aggregate number of Firm Units from the Partnership set forth opposite that Underwriter’s name in Schedule I 1 hereto. Each Underwriter shall be obligated to purchase from the Partnership that number of Firm Units that represents the same proportion of the number of Firm Units to be sold by the Partnership as the number of Firm Units set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of Firm Units to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives Xxxxxx Brothers Inc. may determine. In addition, the Company Partnership grants to the Underwriters the an option to purchase up to an aggregate of 405,000 Option Units. Such option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more common units than the number of Firm Units in the Offering offering and as set forth provided in Section 4 hereof. Each Underwriter agrees, The Option Units shall be purchased severally and not jointly, to purchase for the number account of Additional Units (subject to such adjustments to eliminate fractional Units as the Representatives may determine) that bears the same Underwriters in proportion to the total number of Additional Units to be sold on such Delivery Date as the aggregate number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter bears with respect to the total number of Firm UnitsOption shall be adjusted by Xxxxxx Brothers Inc. so that no Underwriter shall be obligated to purchase Option Units other than in 100 Unit amounts. The purchase price payable by the Underwriters for of both the Firm Units and any Additional Option Units is shall be $9.80 40.11 per Unit (the “Purchase Price”)Unit. The Company is Partnership shall not be obligated to deliver any of the Firm Units or Additional Units to be delivered on any Delivery Date (as hereinafter defined), as the applicable Delivery Datecase may be, except upon payment for all such the Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Units (subject to such adjustments to eliminate fractional Units as the Representatives may determine) that bears the same proportion to the total number of Additional Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Units is $9.80 per Unit (the “Purchase Price”) shall be (i) $9.80 per Unit, other than Units purchased by any investment vehicle affiliated with Surveyor Capital (“Surveyor”), and (ii) $10.00 per Unit for the Units purchased by Surveyor. The Company is not obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder hereunder, other than Units purchased by Surveyor (the “Deferred FeeDiscount”), subject to Section 5(kk5(mm) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended Memorandum and Restated Certificate of Incorporation Articles and the funds held under the Trust Agreement are distributed to the holders of the Public Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public StockholdersShareholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, Discount and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee Discount to the Public Stockholders Shareholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, in and subject to the terms and conditions of, of this Agreement, the Company Partnership agrees to sell 30,000,000 the Firm Units to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Common Units, as the Representatives Representative may determine. In addition, the Company grants Selling Unitholders grant to the Underwriters the an option to purchase up to that number of Option Units set forth opposite such Selling Unitholder’s name in Schedule 2 hereto, severally and not jointly. Such option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional Units. Such Over-Allotment Option is exercisable granted for the purpose of covering sales of Common Units in excess of the event that the Underwriters sell more units than the total number of Firm Units in the Offering and is exercisable as set forth provided in Section 4 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Common Units as the Representatives Representative may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for of both the Firm Units and any Additional Option Units is shall be $9.80 [ ] per Unit (Common Unit. Neither the “Purchase Price”). The Company is not Partnership nor the Selling Unitholders shall be obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable any Delivery DateDate (as hereinafter defined), except upon payment for all such the Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On The Company agrees to issue and sell the Units to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and covenants contained in, agreements set forth herein and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsherein, as the Representatives may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Units (subject to such adjustments to eliminate fractional Units as the Representatives may determine) that bears the same proportion to the total number of Additional Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase at a price payable by the Underwriters for both the Firm Units and any Additional Units is $9.80 per each Unit (the “Purchase Price”)) of $0.6345 for the Series A Units and $0.6251 for the Series B Units from the Company the respective number of Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (a) The Company understands that the Underwriters intend to make a public offering of the Units as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Units on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (b) Payment for the Units shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Representative, at the offices of Gxxxxxx Procter LLP at 10:00 a.m., New York City time, on August 4, 2016, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing. The time and date of such payment for the Units is not obligated referred to deliver any of herein as the Firm Units or Additional “Closing Date.” Payment for the Units to be delivered purchased on the applicable Delivery Date, except upon payment Closing Date shall be made against delivery to the Representative for all such the respective accounts of the several Underwriters of the Units to be purchased on such Delivery Date as provided hereindate with any transfer taxes payable in connection with the sale of such Units duly paid by the Company. In addition The Shares shall be delivered to the discount from Underwriters through the public offering price facilities of The Depository Trust Company (“DTC”) for the account of the Units represented Underwriters. The Warrants shall be delivered by the Purchase Price set forth aboveCompany in physical certificated form to the purchasers, in each case in such names and in such denominations as the Representative may direct by notice in writing to the Company given not later than 1:00 p.m., New York City time, on business day prior to the Closing Date. (c) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Units contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company hereby agrees or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to pay any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) hereinCompany with respect thereto. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) Any review by the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Deferred Fee up to $0.10 per Unit in Underwriters and shall not be on behalf of the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business CombinationCompany.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 [●] Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives may determine. In addition, the Company Partnership grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional [●] additional Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Units units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Option Units is shall be $9.80 [●] per Unit (the “Purchase Price”)Unit. The Company Partnership is not obligated to deliver any of the Firm Units or Additional Units Option Units, as applicable, to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On (a) The Partnership agrees to issue and sell the Units to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and covenants contained in, agreements set forth herein and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsherein, as the Representatives may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase from the Partnership the respective number of Additional Units (subject to such adjustments to eliminate fractional Units as the Representatives may determine) that bears the same proportion to the total number of Additional Units to be sold on such Delivery Date as the number of Firm Units set forth opposite such Underwriter’s name in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of Firm Units. The at a purchase price payable by the Underwriters for both the Firm Units and any Additional Units is of $9.80 24.2125 per Unit sold to retail investors and at a purchase price of $24.5000 per Unit sold to institutional investors (the “Purchase Price”)) from the Partnership the respective number of Units set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) The Partnership understands that the Underwriters intend to make a public offering of the Units, and initially to offer the Units on the terms set forth in the Pricing Disclosure Package and the Prospectus. The Company is not obligated Partnership acknowledges and agrees that the Underwriters may offer and sell Units to deliver or through any affiliate of an Underwriter. (c) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Partnership to the Representatives, in the case of the Firm Units, at the offices of Milbank LLP, 00 Xxxxxx Xxxxx, New York, NY 10001, at 10:00 A.M., New York City time, on February 24, 2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Partnership may agree upon in writing. The time and date of such payment for the Units or Additional is referred to herein as the “Closing Date.” Payment for the Units to be delivered purchased on the applicable Delivery Date, except upon payment Closing Date shall be made against delivery to the Representatives for all such the respective accounts of the several Underwriters of the Units to be purchased on such date with any transfer taxes payable in connection with the sale of such Units duly paid by the Partnership. Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct and the Units shall be registered in such names and in such denominations as the Representatives shall request. Any certificates for the Units will be made available for inspection and packaging by the Purchase Price set forth aboveRepresentatives at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) The Partnership acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Partnership with respect to the offering of Units contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company hereby agrees Partnership or any other person (irrespective of whether such Underwriter has advised or is currently advising the Partnership on other matters). Additionally, neither the Representatives nor any other Underwriters are advising the Partnership or any other person as to pay any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the Underwriters offering of the Units contemplated hereby (irrespective of whether such Underwriter has advised or is currently advising the Partnership on other matters). The Partnership agrees that it will not claim that, in connection with the purchase and sale of the Units pursuant to the Agreement or the process leading thereto, the Underwriters, or any of them, has advised the Partnership or any other person as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction or owes a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (fiduciary or similar duty to the “Deferred Fee”), subject to Section 5(kk) hereinPartnership. The Underwriters and their respective affiliates may be engaged in a broad range of transactions directly or indirectly involving the Partnership and may in some cases have interests that differ from or conflict with those of the Partnership. The Partnership hereby agree that if no Business Combination is consummated within the time period provided consents to each Underwriter acting in the Company’s Amended and Restated Certificate of Incorporation capacities described in the preceding sentence, and the funds held under parties to this Agreement acknowledge that any such transaction is a separate transaction from the Trust Agreement are distributed sale of the Units contemplated hereby and that no Underwriter acting in any such capacity owes any obligation or duty to any other party hereto with respect to or arising from its acting in such capacity, except to the holders extent set forth in any prior separate agreement relating to such other transaction. The Partnership shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the Public Shares (transactions contemplated hereby, and neither the “Public Stockholders”)Representatives nor the other Underwriters shall have any responsibility or liability to the Partnership with respect thereto. Any review by the Representatives and the other Underwriters of the Partnership, (a) the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders shall not be on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion behalf of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business CombinationPartnership.

Purchase of the Units by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 11,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives may determine. In addition, the Company Partnership grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional 1,650,000 additional Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Units units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for of both the Firm Units and any Additional Option Units is purchased by the Underwriters shall be $9.80 23.52 per Unit (the “Purchase Price”)unit. The Company is Partnership shall not be obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 6,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that such Underwriter’s name in Schedule I 1 attached hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional LP Units, as the Representatives Underwriters may determine. In addition, the Company Partnership grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional an additional 900,000 Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units LP Units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereof. Each Underwriter agreesof the Underwriters, severally and not jointly, agrees to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional LP Units as the Representatives Underwriters may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth opposite its name in Schedule I 1 attached hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable of the Firm Units purchased by the Underwriters shall be $50.70 per unit. The price of any Option Units purchased by the Underwriters shall be the same price per unit as the Underwriters shall pay for both the Firm Units, less an amount per unit equal to any dividends or distributions declared by the Partnership and payable on the Firm Units and any Additional Units is $9.80 per Unit (but not payable on the “Purchase Price”)Option Units. The Company is Partnership shall not be obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 17,500,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Common Units, as the Representatives may determine. In addition, the Company Partnership grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional 2,625,000 additional Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Common Units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Option Units is shall be $9.80 19.74 per Unit (the “Purchase Price”)Unit. The Company Partnership is not obligated to deliver any of the Firm Units or Additional Units Option Units, as applicable, to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 6,500,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Common Units, as the Representatives Representative may determine. In addition, the Company Partnership grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional 975,000 additional Option Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Common Units as the Representatives Representative may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such the applicable Option Units Delivery Date (as defined in Section 4) as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and shall be $29.75 per Unit. The purchase price payable by the Underwriters for any Additional Option Units is purchased by the Underwriters shall be $9.80 29.75 per Unit (less an amount equal to any distributions declared by the “Purchase Price”)Partnership and payable on each Firm Unit but not on such Option Units being purchased. The Company Partnership is not obligated to deliver any of the Firm Units or Additional Units Option Units, as applicable, to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Selling Unitholder agrees to sell 30,000,000 the Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Units, as the Representatives may determine. In addition, the Company Selling Unitholder grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional 1,304,345 Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Common Units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I 1 hereto opposite the name of such Underwriter (as such number may be increased pursuant to Section 11) bears to the total number of Firm Units. The respective purchase price payable by obligations of the Underwriters for with respect to the Option Units shall be rounded among the Underwriters to avoid fractional units, as the Representatives may determine. The price of both the Firm Units and any Additional Option Units is purchased by the Underwriters shall be $9.80 11.808 per Unit (the “Purchase Price”)Unit. The Company is Selling Unitholder shall not be obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On (a) The Partnership agrees to issue and sell the Firm Units to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and covenants contained in, agreements set forth herein and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsherein, as the Representatives may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase from the Partnership the respective number of Firm Units set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per Firm Unit as set forth on Annex B hereto; (the “Purchase Price”). In addition, the Partnership agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase from the Partnership, severally and not jointly, the Option Units at the Purchase Price (the “Option”). If any Option Units are to be purchased, the number of Additional Option Units (subject to such adjustments to eliminate fractional be purchased by each Underwriter shall be the number of Option Units as the Representatives may determine) that which bears the same proportion ratio to the total aggregate number of Additional Option Units to be sold on such Delivery Date being purchased as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter in Schedule 1 hereto bears to the total aggregate number of Firm Units being purchased from the Partnership by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representative in its sole discretion shall make. The Underwriters may exercise the Option at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Partnership. Such notice shall set forth the aggregate number of Option Units as to which the Option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Partnership understands that the Underwriters intend to make a public offering of the Units as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Units on the terms set forth in the Prospectus. The Partnership acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (c) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Partnership to the Representative at, in the case of the Firm Units, the offices of Cravath, Swaine & Xxxxx LLP at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York City time, on May 10, 2016, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Partnership may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representative in the written notice of the Underwriters’ election to purchase such Option Units. The purchase price payable by the Underwriters time and date of such payment for both the Firm Units and any Additional Units is $9.80 per Unit (referred to herein as the “Purchase Price”). The Company is not obligated to deliver Closing Date,” and each time and date for such payment for any of Option Units, if other than the Firm Units or Additional Units to be delivered on the applicable Delivery Closing Date, except upon payment is herein referred to as an “Additional Closing Date.” Payment for all such the Units to be purchased on such Delivery the Closing Date or each Additional Closing Date, as provided herein. In addition the case may be, shall be made against delivery to the discount from Representative for the public offering price respective accounts of the several Underwriters of the Units represented by to be purchased on the Purchase Price set forth aboveClosing Date or each Additional Closing Date, as the Company hereby agrees to pay case may be, with any transfer taxes payable in connection with the sale of such Units to the Underwriters a deferred commission duly paid by the Partnership. Delivery of $0.35 per Unit the Units shall be made through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. (d) The Partnership acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Partnership with respect to the offering of Units contemplated hereby (including both Firm Units in connection with determining the terms of the offering) and Additional Units) purchased hereunder (not as a financial advisor or a fiduciary to, or an agent of, the “Deferred Fee”)Partnership or any other person. Additionally, subject neither the Representative nor any other Underwriter is advising the Partnership or any other person as to Section 5(kk) hereinany legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Underwriters hereby agree that if no Business Combination is consummated within Partnership shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the time period provided in the Company’s Amended and Restated Certificate of Incorporation transactions contemplated hereby, and the funds held under the Trust Agreement are distributed Underwriters shall have no responsibility or liability to the holders Partnership with respect thereto. Any review by the Underwriters of the Public Shares (Partnership, the “Public Stockholders”), (a) transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders shall not be on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion behalf of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business CombinationPartnership.

Purchase of the Units by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Selling Unitholder agrees to sell 30,000,000 Firm Units to the several UnderwritersUnderwriters the Firm Units, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Units, as the Representatives may determine. In addition, on the Company basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Unitholder grants to the Underwriters the option (the “Over-Allotment Option”) an option, severally and not jointly, to purchase up to 4,500,000 Additional 3,420,000 Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereof. Each If such option is exercised as to all or any portion of the Option Units, the Selling Unitholder will sell to the Underwriters the number of Option Units then being purchased and each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Common Units as the Representatives Underwriters may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for of both the Firm Units and any Additional Option Units is purchased by the Underwriters shall be $9.80 24.94 per Unit (the “Purchase Price”)Common Unit. The Company is Selling Unitholder shall not be obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 the Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives may determine. In addition, the Company Partnership grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional — Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering offering and as set forth in Section 4 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Units units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Option Units is purchased by the Underwriters shall be $9.80 — per unit less an amount equal to any distributions declared by the Trust and payable on each Firm Unit (the “Purchase Price”)but not on each Option Unit. The Company Partnership is not obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Trust Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On (a) The Partnership agrees to issue and sell the Underwritten Units to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and covenants contained in, agreements set forth herein and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsherein, as the Representatives may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase from the Partnership the respective number of Additional Units (subject to such adjustments to eliminate fractional Units as the Representatives may determine) that bears the same proportion to the total number of Additional Units to be sold on such Delivery Date as the number of Firm Underwritten Units set forth opposite such Underwriter’s name in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of Firm Units. The at a purchase price payable by the Underwriters for both the Firm Units and any Additional Units is $9.80 per Unit (the “Purchase Price”)) of (i) $24.5000 for those Units offered and sold by the Underwriters pursuant to institutional orders and (ii) $24.2125 for those Units offered and sold by the Underwriters pursuant to retail orders; it being understood that the aggregate purchase price for the Underwritten Units is $266,553,700.00. The Company is not obligated In addition, the Partnership agrees to deliver any issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the Firm representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Partnership the Option Units at the Purchase Price less an amount per Unit equal to any dividends or Additional distributions declared by the Partnership and payable on the Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to the aggregate number of Option Units being purchased as the number of Underwritten Units set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Units being purchased from the Partnership by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Partnership. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Underwritten Units by the Underwriters. (b) The Partnership understands that the Underwriters intend to make a public offering of the Units as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Units on the terms set forth in the Prospectus. The Partnership acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter (provided that each Underwriter will ensure that any such affiliate complies with all provisions of this Agreement applicable Delivery to such Underwriter and will be responsible for any breach thereof by any such affiliate). (c) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Partnership to the Representatives in the case of the Underwritten Units, at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M., Los Angeles time, on June 8, 2016, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Partnership may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The time and date of such payment for the Underwritten Units is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, except upon payment is herein referred to as the “Additional Closing Date.” Payment for all such the Units to be purchased on such Delivery the Closing Date or the Additional Closing Date, as provided herein. In addition the case may be, shall be made against delivery to the discount from Representatives for the public offering price respective accounts of the several Underwriters of the Units represented to be purchased on either such date with any transfer taxes payable in connection with the sale of such Units duly paid by the Purchase Price set forth abovePartnership. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct and the Units shall be registered in such names and in such denominations as the Representatives shall request. (d) The Partnership acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Partnership with respect to the offering of Units contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company hereby agrees Partnership or any other person (irrespective of whether such Underwriter has advised or is currently advising the Partnership on other matters). Additionally, none of the Representatives nor any other Underwriter is advising the Partnership or any other person as to pay any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction with respect to the Underwriters offering of the Units contemplated hereby (irrespective of whether such Underwriter has advised or is currently advising the Partnership on other matters). The Partnership agrees that, in connection with the purchase and sale of the Units pursuant to the Agreement or the process leading thereto, none of the Representatives nor any of the Underwriters, or any of them, has advised the Partnership or any other person as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction or owes a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (fiduciary or similar duty to the “Deferred Fee”), subject to Section 5(kk) hereinPartnership. The Underwriters and their respective affiliates may be engaged in a broad range of transactions directly or indirectly involving the Partnership, and may in some cases have interests that differ from or conflict with those of the Partnership. The Partnership hereby agree that if no Business Combination is consummated within the time period provided consents to each Underwriter acting in the Company’s Amended and Restated Certificate of Incorporation capacities described in the preceding sentence, and the funds held under parties to this Agreement acknowledge that any such transaction is a separate transaction from the Trust Agreement are distributed sale of the Units contemplated hereby and that no Underwriter acting in any such capacity owes any obligation or duty to any other party hereto with respect to or arising from its acting in such capacity, except to the holders extent set forth in any prior separate agreement relating to such other transaction. The Partnership shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the Public Shares (the “Public Stockholders”)transactions contemplated hereby, (a) and the Underwriters will forfeit any rights shall have no responsibility or claims liability to the Deferred Fee, and (b) Partnership with respect thereto. Any review by the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion Underwriters of the CompanyPartnership, a portion the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Deferred Fee up to $0.10 per Unit in Underwriters and shall not be on behalf of the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business CombinationPartnership.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 27,500,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 4,125,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Units (subject to such adjustments to eliminate fractional Units units as the Representatives may determine) that bears the same proportion to the total number of Additional Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Units is $9.80 per Unit (the “Purchase Price”). The Company is not obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred FeeDiscount”), subject to Section 5(kk5(ll) hereinhereof. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares shares of Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, Discount and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 [ ] Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Common Units, as the Representatives may determine. In addition, the Company Partnership grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional [ ] additional Option Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Common Units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such the applicable Option Units Delivery Date (as defined in Section 4) as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Units is shall be $9.80 [ ] per Unit (the “Purchase Price”)Unit. The Company Partnership is not obligated to deliver any of the Firm Units or Additional Units Option Units, as applicable, to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 2,800,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Common Units, as the Representatives may determine. In addition, the Company Partnership grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional 420,000 additional Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Common Units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Option Units is $9.80 29.03 per Unit (the “Purchase Price”)unit. The Company Partnership is not obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 the Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives may determine. In addition, the Company grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional 1,980,000 Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering offering and as set forth in Section 4 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Units units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Option Units is purchased by the Underwriters shall be $9.80 • per unit less an amount equal to any distributions declared by the Trust and payable on each Firm Unit (the “Purchase Price”)but not on each Option Unit. The Company is not obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Trust Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 4,400,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives may determine. In addition, the Company Partnership grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional 525,000 additional Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Units units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Option Units is $9.80 43.652700 per Unit (unit, less, in the “Purchase Price”)case of the Option Units, an amount per unit equal to any distributions declared by the Partnership on its Common Units and payable on the Firm Units but not payable on such Option Units. The Company Partnership is not obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants agreements contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to issue and sell 30,000,000 the Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Units, as the Representatives may determine. In addition, the Company Partnership grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional all or a portion of the Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase from the Partnership the number of Additional Option Units (subject to such adjustments to eliminate fractional Units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for of both the Firm Units and any Additional Option Units is purchased by the Underwriters shall be $9.80 19.09 per Unit (the “Purchase Price”)Common Unit. The Company is Partnership shall not be obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On (a) The Partnership agrees to issue and sell the Underwritten Units to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and covenants contained in, agreements set forth herein and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsherein, as the Representatives may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase from the Partnership the respective number of Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per common unit (the “Purchase Price”) of $[—]. In addition, the Partnership agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Partnership the Option Units at the Purchase Price less an amount per common unit equal to any dividends or distributions declared by the Partnership and payable on the Underwritten Units but not payable on the Option Units. If any Option Units are to be purchased, the number of Additional Option Units (subject to such adjustments to eliminate fractional be purchased by each Underwriter shall be the number of Option Units as the Representatives may determine) that which bears the same proportion ratio to the total aggregate number of Additional Option Units to be sold on such Delivery Date being purchased as the number of Firm Underwritten Units set forth in Schedule I hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the total aggregate number of Firm Underwritten Units being purchased from the Partnership by the several Underwriters, subject, however, to such adjustments to eliminate any fractional common units as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Units at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Partnership. Such notice shall set forth the aggregate number of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Partnership understands that the Underwriters intend to make a public offering of the Units as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Units on the terms set forth in the Prospectus. The Partnership acknowledges and agrees that the Underwriters may offer and sell the Units to or through any affiliate of an Underwriter. (c) Payment for the Units by the Underwriters shall be made by wire transfer in immediately available funds to the account specified by the Partnership to the Underwriters in the case of the Underwritten Units, at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at 10:00 A.M., New York City time, on February [—], 2011, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters and the Partnership may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Underwriters in the written notice of the Underwriters’ election to purchase such Option Units. The purchase price payable by time and date of such payment for the Underwriters for both the Firm Units and any Additional Underwritten Units is $9.80 per Unit (referred to herein as the “Purchase Price”). The Company Closing Date,” and the time and date for such payment for the Option Units, if other than the Closing Date, is not obligated herein referred to deliver any of as the Firm Units or “Additional Closing Date.” Payment for the Units to be delivered purchased on the applicable Delivery Closing Date or the Additional Closing Date, except upon payment as the case may be, shall be made against delivery to the Representatives for all such the respective accounts of the several Underwriters of the Units to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units duly paid by the Partnership. Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (d) The Partnership and the General Partner acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Partnership with respect to the offering of the Units contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Partnership, the General Partner or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Partnership, the General Partner or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Partnership and the General Partner shall each consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Partnership or the General Partner with respect thereto. Any review by the Purchase Price set forth aboveUnderwriters of the Partnership or the General Partner, the Company transactions contemplated hereby agrees or other matters relating to pay to such transactions will be performed solely for the benefit of the Underwriters a deferred commission and shall not be on behalf of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation Partnership and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business CombinationGeneral Partner.

Purchase of the Units by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 the Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives may determine. In addition, the Company Partnership grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional 900,000 Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Units units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for of both the Firm Units and any Additional Option Units is $9.80 purchased by the Underwriters shall be $ per Unit (the “Purchase Price”)Unit. The Company is Partnership shall not be obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable Initial Delivery DateDate or the Option Unit Delivery Date (as hereinafter defined), as the case may be, except upon payment for all such the Units to be purchased on such the Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 1,750,000 Firm Units to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units from the Partnership set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives may determine. In addition, the Company Partnership hereby grants to the Underwriters the an option to purchase up to 262,500 Option Units. Such option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering offering and is exercisable as set forth provided in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Common Units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in on Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for of both the Firm Units and any Additional Option Units is purchased by the Underwriters shall be $9.80 71.37 per Unit (the “Purchase Price”)Common Unit. The Company is Partnership shall not be obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such the Units to be purchased on such Delivery Date as provided herein. In addition to The Partnership agrees that any Option Units issued by the discount from the public offering price Partnership upon exercise of the Units represented Option will be entitled to receive any distributions declared by the Purchase Price set forth above, Partnership and payable on the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units during the period beginning on the First Delivery Date and Additional ending on the Delivery Date with respect to such Option Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 10,500,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Units, as the Representatives may determine. In addition, on the Company basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership grants to the Underwriters the option (the “Over-Allotment Option”) an option, severally and not jointly, to purchase up to 4,500,000 Additional 1,575,000 Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereof. Each If such option is exercised as to all or any portion of the Option Units, the Company will sell to the Underwriters the number of Option Units then being purchased and each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Common Units as the Representatives Underwriters may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for of both the Firm Units and any Additional Option Units is purchased by the Underwriters shall be $9.80 27.52 per Unit (the “Purchase Price”)Common Unit. The Company is Partnership shall not be obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Selling Unitholder agrees to sell 30,000,000 4,347,826 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Common Units, as the Representatives Representative may determine. In addition, the Company Selling Unitholder grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional 652,173 additional Option Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Common Units as the Representatives Representative may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such the applicable Option Units Delivery Date (as defined in Section 5) as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and shall be $52.05 per Unit. The purchase price payable by the Underwriters for any Additional Option Units is purchased by the Underwriters shall be $9.80 52.05 per Unit (less an amount equal to any distributions declared by the “Purchase Price”)Partnership and payable on each Firm Unit but not on such Option Units being purchased. The Company Selling Unitholder is not obligated to deliver any of the Firm Units or Additional Units Option Units, as applicable, to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 4,750,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Common Units, as the Representatives Representative may determine. In addition, the Company Partnership grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional 712,500 additional Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Common Units as the Representatives Representative may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such the applicable Option Units Delivery Date (as defined in Section 4) as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and shall be $32.10 per Unit. The purchase price payable by the Underwriters for any Additional Option Units is purchased by the Underwriters shall be $9.80 32.10 per Unit (less an amount equal to any distributions declared by the “Purchase Price”)Partnership and payable on each Firm Unit but not on such Option Units being purchased. The Company Partnership is not obligated to deliver any of the Firm Units or Additional Units Option Units, as applicable, to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 20,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Units, as the Representatives may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 3,000,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Units (subject to such adjustments to eliminate fractional Units as the Representatives may determine) that bears the same proportion to the total number of Additional Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Units is $9.80 per Unit (the “Purchase Price”). The Company is not obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred FeeDiscount”), subject to Section 5(kk5(mm) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public StockholdersShareholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, Discount and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee Discount to the Public Stockholders Shareholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On (a) The Partnership agrees to issue and sell the Firm Units to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and covenants contained in, agreements set forth herein and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsherein, as the Representatives may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase from the Partnership the respective number of Firm Units set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per Firm Unit of $21.62 (the “Purchase Price”). In addition, the Partnership agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase from the Partnership, severally and not jointly, the Option Units at the Purchase Price (the “Option”). If any Option Units are to be purchased, the number of Additional Option Units (subject to such adjustments to eliminate fractional be purchased by each Underwriter shall be the number of Option Units as the Representatives may determine) that which bears the same proportion ratio to the total aggregate number of Additional Option Units to be sold on such Delivery Date being purchased as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the total aggregate number of Firm Units being purchased from the Partnership by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Units as the Representatives in their sole discretion shall make. The Underwriters may exercise the Option at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Partnership. Such notice shall set forth the aggregate number of Option Units as to which the Option is being exercised and the date and time when the Option Units are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Partnership understands that the Underwriters intend to make a public offering of the Units as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Units on the terms set forth in the Prospectus. The Partnership acknowledges and agrees that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. (c) Payment for the Units shall be made by wire transfer in immediately available funds to the account specified by the Partnership to the Representatives at, in the case of the Firm Units, the offices of Xxxxxx & Xxxxxxx LLP at 000 Xxxx Xx., Xxx. 0000, Xxxxxxx, Xxxxx 00000, at 10:00 A.M., New York City time, on December 16, 2013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Partnership may agree upon in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Units. The purchase price payable by the Underwriters time and date of such payment for both the Firm Units and any Additional Units is $9.80 per Unit (referred to herein as the “Purchase Price”). The Company is not obligated to deliver Closing Date,” and each time and date for such payment for any of Option Units, if other than the Firm Units or Additional Units to be delivered on the applicable Delivery Closing Date, except upon payment is herein referred to as an “Additional Closing Date.” Payment for all such the Units to be purchased on such Delivery the Closing Date or each Additional Closing Date, as provided herein. In addition the case may be, shall be made against delivery to the discount Representatives for the respective accounts of the several Underwriters of the Units to be purchased on the Closing Date or each Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Units to the Underwriters duly paid by the Partnership. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. (d) The Partnership acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Partnership with respect to the offering of Units contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Partnership or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Partnership or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Partnership shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Partnership with respect thereto. Any review by the Underwriters of the Partnership, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Partnership. (e) It is understood that up to 750,000 Units (the “Directed Units”) will initially be reserved by the Representatives for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of FINRA to the directors and officers of the General Partner, directors and officers of Valero and certain other key employees of Valero (collectively, “Participants”) who have heretofore delivered to Barclays Capital Inc. offers or indications of interest to purchase Units in form satisfactory to Barclays Capital Inc. (such program, the “Directed Unit Program”) and that any allocation of such Directed Units among such persons will be made in accordance with timely directions received by Barclays Capital Inc. from the Partnership; provided that under no circumstances will Barclays Capital Inc. or any Underwriter be liable to the Partnership or to any such person for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any Participant by 8:00 A.M., New York City time, on the first business day following the date of this Agreement or otherwise are not purchased by such persons will be offered by the Underwriters to the public as part of the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combinationcontemplated hereby.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 21,500,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 3,225,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Units (subject to such adjustments to eliminate fractional Units shares as the Representatives may determine) that bears the same proportion to the total number of Additional Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Units is $9.80 per Unit (the “Purchase Price”); provided, that any Firm Units or Additional Units sold by the Underwriters to accounts introduced to the Underwriters by the Rice Investment Group (the “RIG Units”) shall be sold at a purchase price of $10.00 per RIG Unit, and such RIG Units shall be allocated among the Underwriters by multiplying the number of RIG Units by a fraction, the numerator of which is the number of Firm Units set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the total number of Firm Units (subject to adjustment by the Representatives to eliminate fractions). The Company is not obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission discount of $0.35 per Unit (including both Firm Units and Additional Units, but not including the RIG Units) purchased hereunder (the “Deferred FeeDiscount”), subject to Section 5(kk5(mm) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, Discount and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 Firm to each Underwriter, severally and not jointly, the number of Initial Units to the several Underwritersset forth opposite that Underwriter’s name in Schedule 1 hereto, and each of the UnderwritersUnderwriter, severally and not jointly, agrees to purchase the Initial Units, plus any additional number of Firm Initial Units set forth opposite that Underwriter’s name in Schedule I heretowhich such Underwriter may become obligated to purchase pursuant to the provisions of Section 13 hereof. The respective purchase obligations price of the Initial Units purchased by the Underwriters with respect to the Firm Units shall be rounded among $22.20 per Unit (the Underwriters to avoid fractional Units, as the Representatives may determine“Purchase Price”). In addition, on the Company grants basis of the representations and warranties herein contained and subject to the Underwriters terms and conditions herein set forth, the Partnership hereby grants an option (to the “Over-Allotment Option”) to purchase up to 4,500,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agreesUnderwriters, severally and not jointly, to purchase up to an additional 975,000 Option Units at a price per Unit equal to the Purchase Price, less an amount per Unit equal to any distribution declared by the Partnership after the date of this Agreement and payable on the Initial Units but not payable on the Option Units. The option hereby granted may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Partnership setting forth the number of Additional Units (subject to such adjustments to eliminate fractional Option Units as to which the Representatives may determine) Underwriters are then exercising the option and the time and date of payment and delivery for such Option Units. Any such time and date shall be determined by the Representatives, but, except with respect to any Option Units to be purchased on the Initial Delivery Date, shall not be earlier than three full business days, nor later than seven full business days, after the exercise of said option, nor in any event prior to the date the Initial Units are purchased. If the option is exercised as to all or any portion of the Option Units, each of the Underwriters, acting severally and not jointly, will purchase that bears the same proportion to of the total number of Additional Option Units to be sold on such Delivery Date as then being purchased which the number of Firm Initial Units set forth in Schedule I hereto 1 opposite the name of such Underwriter bears to the total number of Firm Initial Units. The purchase price payable by the Underwriters for both the Firm Units and , subject, in each case, to such adjustments as Xxxxx Fargo in its sole discretion shall make to eliminate any Additional Units is $9.80 per Unit (the “Purchase Price”). The Company is not obligated to deliver any sales or purchases of the Firm Units or Additional Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combinationfractional shares.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 4,250,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees agree to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Common Units, as the Representatives may determine. In addition, the Company Partnership grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional 637,500 additional Option Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Common Units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such the applicable Option Units Delivery Date (as defined in Section 4) as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and the Option Units shall be $39.6384 per unit; provided, however, that the purchase price payable by the Underwriters for any Additional Option Units is $9.80 per shall be less an amount equal to any distributions declared by the Partnership and payable on each Firm Unit (the “Purchase Price”)but not on such Option Units being purchased. The Company Partnership is not obligated to deliver any of the Firm Units or Additional the Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Selling Unitholder agrees to sell 30,000,000 23,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Units, as the Representatives may determine. In addition, the Company Selling Unitholder grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional 3,450,000 additional Option Units, severally and not jointly. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering and as set forth in Section 4 hereofOffering. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Option Units is $9.80 25.65 per Unit (the “Purchase Price”)Unit. The Company Selling Unitholder is not obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Selling Unitholder agrees to sell 30,000,000 2,200,000 Firm Units to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units from the Selling Unitholder set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives may determine. In addition, the Company Selling Unitholder hereby grants to the Underwriters the an option to purchase up to 330,000 Option Units. Such option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering offering and is exercisable as set forth provided in Section 4 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Common Units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in on Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for of both the Firm Units and any Additional Option Units is purchased by the Underwriters shall be $9.80 66.07 per Unit (the “Purchase Price”)Common Unit. The Company is Selling Unitholder shall not be obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such the Units to be purchased on such Delivery Date as provided herein. In addition The Selling Unitholder agrees that any Option Units sold by the Selling Unitholder upon exercise of the Option will be entitled to receive any distributions declared by the Partnership and payable on the Firm Units during the period beginning on the First Delivery Date and ending on the Delivery Date with respect to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Option Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Sponsor agrees to sell 30,000,000 11,250,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives may determine. In addition, the Company Sponsor grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional 1,687,500 additional Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units Units than the number of Firm Units in the Offering offering and as set forth in Section 4 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of shares of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Units Option Unit is $9.80 15.95875 per Unit (the “Purchase Price”)unit. The Company Sponsor is not obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, in and subject to the terms and conditions of, of this Agreement, the Company Partnership agrees to sell 30,000,000 the Firm Units to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Units, Common Units as the Representatives may determine. In addition, the Company Partnership grants to the Underwriters the an option to purchase up to 1,387,500 Common Units, severally and not jointly. Such option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Common Units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for of both the Firm Units and any Additional Option Units is shall be $9.80 36.24 per Unit (the “Purchase Price”)Common Unit. The Company is Partnership shall not be obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable any Delivery Date, except upon payment for all such the Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 the Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives may determine. In addition, the Company Partnership grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional 2,625,000 Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering offering and as set forth in Section 4 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Units units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Option Units is purchased by the Underwriters shall be $9.80 18.75 per unit less an amount equal to any distributions declared by the Trust and payable on each Firm Unit (the “Purchase Price”)but not on each Option Unit. The Company Partnership is not obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Trust Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s 's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Units, as the Representatives Xxxxxx Brothers Inc. may determine. In addition, the Company Partnership grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional 735,000 Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering offering and is exercisable as set forth provided in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Units units as the Representatives Xxxxxx Brothers Inc. may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto 1hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for of both the Firm Units and any Additional Option Units is shall be $9.80 [ ] per Unit (the “Purchase Price”)Common Unit. The Company is Partnership shall not be obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable any Delivery Date, except upon payment for all such the Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 7,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Common Units, as the Representatives may determine. In addition, the Company Partnership grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional 1,050,000 additional Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Common Units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such the applicable Option Units Delivery Date (as defined in Section 4) as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and shall be $18.70 per Unit. The purchase price payable by the Underwriters for any Additional Option Units is purchased by the Underwriters shall be $9.80 18.70 per Unit (less an amount equal to any distributions declared by the “Purchase Price”)Partnership and payable on each Firm Unit but not on such Option Units being purchased. The Company Partnership is not obligated to deliver any of the Firm Units or Additional Units Option Units, as applicable, to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 [—] Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Common Units, as the Representatives may determine. In addition, the Company Partnership grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional [—] additional Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Common Units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Option Units is $9.80 [—] per Unit (the “Purchase Price”)Unit. The Company Partnership is not obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 the Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives may determine. In addition, the Company Partnership grants to the Underwriters the an option to purchase up to 3,750,000 Option Units. Such option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional Units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both of the Firm Units and any Additional Option Units is purchased by the Underwriters shall be $9.80 [•] per Unit (the “Purchase Price”)Common Unit. The Company is Partnership shall not be obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 26,500,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 3,975,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Units (subject to such adjustments to eliminate fractional Units shares as the Representatives may determine) that bears the same proportion to the total number of Additional Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Units is $9.80 per Firm Unit and Additional Unit, if any (the “Purchase Price”). The Company is not obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission discount of $0.35 per Firm Unit (including both Firm Units and Additional Units) Unit purchased hereunder (the “Deferred FeeDiscount”), subject to Section 5(kk5(nn) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, Discount and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants agreements contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to issue and sell 30,000,000 the Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Units, as the Representatives may determine. In addition, the Company Partnership grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional all or a portion of the Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units Common Units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase from the Partnership the number of Additional Option Units (subject to such adjustments to eliminate fractional Units as the Representatives may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for of both the Firm Units and any Additional Option Units is purchased by the Underwriters shall be $9.80 17.79 per Unit (the “Purchase Price”)Common Unit. The Company is Partnership shall not be obligated to deliver any of the Firm Units or Additional Option Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Partnership agrees to sell 30,000,000 7,500,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that such Underwriter’s name in Schedule I 1 attached hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional LP Units, as the Representatives Underwriters may determine. In addition, the Company Partnership grants to the Underwriters the an option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional an additional 1,125,000 Option Units. Such Over-Allotment Option option is exercisable in the event that the Underwriters sell more units LP Units than the number of Firm Units in the Offering offering and as set forth in Section 4 hereof. Each Underwriter agreesof the Underwriters, severally and not jointly, agrees to purchase the number of Additional Option Units (subject to such adjustments to eliminate fractional LP Units as the Representatives Underwriters may determine) that bears the same proportion to the total number of Additional Option Units to be sold on such Delivery Date as the number of Firm Units set forth opposite its name in Schedule I 1 attached hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable of the Firm Units purchased by the Underwriters shall be $60.41865 per unit. The price of any Option Units purchased by the Underwriters shall be the same price per unit as the Underwriters shall pay for both the Firm Units, less an amount per unit equal to any dividends or distributions declared by the Partnership and payable on the Firm Units and any Additional Units is $9.80 per Unit (but not payable on the “Purchase Price”)Option Units. The Company is Partnership shall not be obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

Purchase of the Units by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 17,500,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Unitsunits, as the Representatives may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 2,625,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Units (subject to such adjustments to eliminate fractional Units units as the Representatives may determine) that bears the same proportion to the total number of Additional Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Units is $9.80 per Unit (the “Purchase Price”); provided, however, that 1,000,000 of the Firm Units to be purchased by the Underwriters, allocated among the Underwriters pro rata, shall be purchased by the Underwriters at a purchase price of $10.00 per Unit, rather than $9.80 per Unit. The Company is not obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred FeeDiscount”), subject to Section 5(kk5(mm) hereinhereof. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, Discount and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee Discount to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.