Common use of Purchase, Sale and Delivery of Offered Securities Clause in Contracts

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Units set forth opposite the names of the Underwriters in Schedule A hereto. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company or, at the election of the Representatives, in the form of definitive certificates, in each such case, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to the Trust Account and such other account(s) as may be specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 Noon, New York time, on _________, 2020, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Initial Closing Date”. The Initial Closing Date and the location of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares).

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees Issuers agree to issue and sell to the Underwritersseveral Purchasers, and each of the Underwriters agreePurchasers agrees, severally and not jointly, to purchase from the Company Issuers, at a purchase price of 96.5688% of the principal amount thereof plus accrued interest from June 10, 2016 to the Closing Date (as hereinafter defined), the respective number principal amounts of Firm Units the Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company is advised Issuers will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as Purchasers in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit reliance on Regulation S (the “Purchase PriceRegulation S Securities”). In addition to the discount from the public Offering price represented by the Purchase Price set forth ) in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount form of $0.35 per Unit (for both Underwritten one or more permanent global Securities and Option Securities) purchased hereunder in registered form without interest coupons (the “Deferred DiscountOffered Regulation S Global Securities”). The Deferred Discount ) which will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) deposited with the Trustee under the as custodian for The Depository Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives (“DTC”) for the respective accounts of the several UnderwritersDTC participants and registered in the name of Cede & Co., through the facilities of as nominee for DTC. The Depository Trust Company or, at the election Issuers will deliver against payment of the Representatives, purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one or more permanent global securities in definitive certificatesform without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in each such casethe Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, issued interests in such names the Regulation S Global Securities may only be held by the DTC participants for the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Interests in such denominations any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by notice the Purchasers in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by wire transfer to an account at a bank acceptable to the Trust Account and such other account(s) as may be specified by Representative drawn to the Company. Time shall be order of the essence, and delivery Company at the time and place specified pursuant to this Agreement is a condition office of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxx., Xxx Xxxx, XX 00000 at 12:00 Noon9:00 A.M., (New York time), on _________June 10, 20202016, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as the Exchange Act. The Representative and the Issuers determine, such time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Initial Closing Date Regulation S Global Securities and the location Restricted Global Securities will be made available for checking at the above office of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, Initial Purchasers and the Underwriters Initial Purchasers agree, severally and not jointly, to purchase from the Company Company, at a purchase price of 95.964% of the principal amount thereof plus accrued interest from April 9, 2002 to the Closing Date (as hereinafter defined), the respective number principal amounts of Firm Units Securities set forth opposite the names of the Underwriters several Initial Purchasers in Schedule A hereto. The Company is advised will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Representatives that Initial Purchasers in reliance on Regulation S (the Underwriters intend (i"Regulation S Securities") to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and form of one or more temporary global Securities in registered form without interest coupons (iithe "Regulation S Temporary Global Securities") initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units which will be (net of discounts and commissions to the Underwriters) $9.80 per Unit (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) deposited with the Trustee under the as custodian for The Depository Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives ("DTC") for the respective accounts of the several Underwriters, through the facilities of The Depository DTC participants for Xxxxxx Guaranty Trust Company orof New York, at the election Brussels office, as operator of the RepresentativesEuroclear System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") and registered in the form name of definitive certificatesCede & Co., in each such case, issued in such names and in such denominations as the Representatives may direct by notice in writing to the nominee for DTC. The Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date will deliver against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to the Trust Account and such other account(s) as may be specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 Noon, New York time, on _________, 2020, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Initial Closing Date”. The Initial Closing Date and the location of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units Offered Securities to be purchased by the Underwriters Initial Purchasers hereunder and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be offered and sold to each Underwriter shall be by the number which bears Initial Purchasers in reliance on Rule 144A under the same proportion to Securities Act (the aggregate number "144A Securities") in the form of Optional Units being purchased one permanent global security in definitive form without interest coupons (the "Restricted Global Securities") deposited with the Trustee as the number of Firm Units set forth opposite custodian for DTC and registered in the name of such Underwriter Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on Schedule A hereto bears to transfer set forth under "Transfer Restrictions" in the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares).Offering

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseach Purchaser, and the Underwriters agreeeach Purchaser agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of 96.218% of the respective number principal amount thereof, the principal amount of Firm Units the Offered Securities set forth opposite the names name of the Underwriters such Purchaser in Schedule A hereto. The Company is advised will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Representatives that Purchasers in reliance on Regulation S (the Underwriters intend (i"REGULATION S SECURITIES") to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and form of one or more permanent global securities in registered form without interest coupons (iithe "REGULATION S GLOBAL SECURITIES") initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units which will be (net of discounts and commissions to the Underwriters) $9.80 per Unit (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) deposited with the Trustee under the as custodian for The Depository Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives ("DTC") for the respective accounts of the several UnderwritersDTC participants for Euroclear Bank S.A./N.V., through the facilities of The Depository Trust Company or, at the election as operator of the RepresentativesEuroclear System ("EUROCLEAR"), and Clearstream Banking, societe anonyme ("CLEARSTREAM, LUXEMBOURG") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Purchasers hereunder and to be offered and sold by the Purchasers in reliance on Rule 144A under the Securities Act (the "144A SECURITIES") in the form of one permanent global security in definitive certificatesform without interest coupons (the "RESTRICTED GLOBAL SECURITIES") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in each such casethe Final Offering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities, issued interests in such names the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in such denominations any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Final Offering Document. Payment for the Regulation S Securities and the 144A Securities shall be made by notice the Purchasers in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by wire transfer to an account at a bank acceptable to Salomon Smith Barney Inc. and Credit Suisse First Boston LLC and desigxxxxx xx xxxxixx xx the Company, not less than 48 hours prior to the Trust Account and such other account(s) as may be specified by the Company. Time shall be of the essenceClosing Date, and delivery at the time and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 Noon9:00 A.M., (New York time), on _________March 5, 20202003, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as Salomon Smith Barney Inc., Credit Suisse First Boston LLC and the Exchange Act. The Compxxx xxxxxxxxx, xxxx time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”"CLOSING DATE," against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Initial Closing Date and the location of delivery of, and the form of payment for, the Firm Units may Restricted Global Securities will be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, available for checking at the same purchase price per Firm Unit office of Andrews & Kurth L.L.P. in Houston, Texas at least 24 hours prior to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)thx Xxxxxng Xxxx.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchaser, and the Underwriters agree, severally and not jointly, Initial Purchaser agrees to purchase from the Company the respective number of Firm Units set forth opposite the names all of the Underwriters in Schedule A hereto. The Company is advised by the Representatives that the Underwriters intend (i) to make Offered Securities, at a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price of $667.64 per share to be paid by Unit plus the Underwriters increase in accreted value, if any, on the Notes from April 29, 1998 to the Company for the Firm Units will be Closing Date (net of discounts and commissions to the Underwriters) $9.80 per Unit (the “Purchase Price”as hereinafter defined). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives for the respective accounts against payment of the several Underwriters, through purchase price the facilities of The Depository Trust Company or, at Offered Securities to be offered and sold by the election of Initial Purchaser in reliance on Rule 144A under the Representatives, Securities Act (the "Rule 144A Securities") in the form of one or more permanent global securities in definitive certificatesform without interest coupons (the "Restricted Global Securities") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Firm Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the Offering Document. Offered Securities sold in reliance on Regulation S (the "Regulation S Securities") shall be issued in definitive, fully registered from, in each such case, issued denominations and registered in such names and in such denominations as the Representatives may direct Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" in the Offering Document. Payment for the Offered Securities shall be made by notice the Initial Purchaser in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Trust Account and such other account(s) as may be specified by Initial Purchaser drawn to the Company. Time shall be order of the essence, and delivery Company at the time and place specified pursuant to this Agreement is a condition office of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 NoonCahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 A.M., (New York time), on _________April 29, 20201998 or at such other place or time not later than seven full business days thereafter as the Initial Purchaser and the Company determine, in accordance with Rule 15c6-1 of the Exchange Act. The such time and date of such payment and delivery are being herein referred to as the “Initial "Closing Date”", against (i) delivery to the Trustee as custodian for DTC of the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Securities. The Initial Closing Date Restricted Global Securities and the location Regulation S Securities will be made available for checking at the above office of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants Cahixx Xxxxxx & Xeinxxx xx least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell to the Underwritersseveral Purchasers, and each of the Underwriters agreePurchasers agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of 98.168% of the aggregate principal amount thereof plus accrued interest from December 20, 2016 to the Closing Date (as hereinafter defined), the respective number principal amount of Firm Units the Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company is advised will deliver against payment of the purchase price the Notes to be offered and sold by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as Purchasers in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit reliance on Regulation S (the “Purchase PriceRegulation S Securities”). In addition to the discount from the public Offering price represented by the Purchase Price set forth ) in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount form of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder one or more permanent global securities in registered form without interest coupons (the “Deferred DiscountRegulation S Global Securities”). The Deferred Discount ) which will be payable from amounts deposited on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) Closing Date with the Trustee under the as custodian for The Depository Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives (“DTC”) for the respective accounts of the several Underwriters, through the facilities of The Depository DTC participants for Xxxxxx Guaranty Trust Company orof New York, at the election Brussels office, as operator of the RepresentativesEuroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Notes to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one or more permanent global securities in definitive certificatesform without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Regulation S Global Security and the Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in each such casethe Final Offering Memorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, issued interests in such names the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in such denominations any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Final Offering Memorandum. Payment for the Regulation S Securities and the 144A Securities shall be made by notice the Purchasers in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the Trust Account and such other account(s) as may be specified by the Company. Time shall be order of the essence, and delivery Representative at the time and place specified pursuant to this Agreement is a condition office of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxx 0000, Xxxxxxx, Xxxxx 00000, at 12:00 Noon9:00 A.M., (New York time), on _________December 20, 20202016, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as Credit Suisse and the Exchange Act. The Company determine, such time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Initial Closing Date Regulation S Global Securities and the location Restricted Global Securities will be made available for checking at the above office of delivery ofXxxxxx & Xxxxxxx LLP, and the form of payment for000 Xxxx Xxxxxx Xxxxx 0000, the Firm Units may be varied by agreement between the Company and the Representatives. In additionXxxxxxx, the Company hereby grants Xxxxx 00000 at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell to the Underwritersseveral Purchasers, and each of the Underwriters agreePurchasers agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of 98.125% of the principal amount thereof plus accrued interest from August 18, 2010 to the Closing Date (as hereinafter defined) the respective number principal amounts of Firm Units Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company is advised will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as Purchasers in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit reliance on Regulation S (the “Purchase PriceRegulation S Securities”). In addition to the discount from the public Offering price represented by the Purchase Price set forth ) in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount form of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder one or more permanent global securities in registered form without interest coupons (the “Deferred DiscountOffered Regulation S Global Securities”). The Deferred Discount ) which will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) deposited with the Trustee under the as custodian for The Depository Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives (“DTC”) for the respective accounts of the several Underwriters, through the facilities of The Depository DTC participants for Xxxxxx Guaranty Trust Company orof New York, at the election Brussels office, as operator of the RepresentativesEuroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one permanent global security in definitive certificatesform without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in each such casethe Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, issued interests in such names the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in such denominations any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by notice the Purchasers in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the Trust Account and such other account(s) as may be specified by the Company. Time shall be order of the essence, and delivery Company at the time and place specified pursuant to this Agreement is a condition office of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, at 12:00 Noon9:30 a.m., New York City time, on _________August 18, 20202010, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as Credit Suisse and the Exchange Act. The Company determine, such time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Initial Closing Date Regulation S Global Securities and the location Restricted Global Securities will be made available for checking at the above office of delivery ofCravath, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants Swaine & Xxxxx LLP at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersPurchasers, and the Underwriters Purchasers agree, severally and not jointly, to purchase from the Company Company, at a purchase price of 100% of the principal amount thereof plus accrued interest from December 4, 2003, to the Closing Date (as hereinafter defined) in the respective number of Firm Units principal amounts set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company is advised As compensation for the services rendered by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters Purchasers to the Company for in respect of the Firm Units will be (net issuance and sale of discounts and commissions to the Underwriters) $9.80 per Unit (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentenceOffered Securities, the Company hereby agrees to will pay to the Underwriters Purchasers a deferred discount commission of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (2.69% of the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed principal amount thereof sold to the holders of shares of Common Stock included in the Securities sold pursuant to Purchasers under this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basisAgreement. The Company will deliver the Firm Units to the Representatives for the respective accounts against payment of the several Underwriters, through purchase price the facilities Offered Securities in the form of one or more permanent global Securities in definitive form (the "GLOBAL SECURITIES") deposited with the Trustee as custodian for The Depository Trust Company or, at the election of the Representatives, ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global Securities will be held only in book-entry form of definitive certificatesthrough DTC, except in each such case, issued the limited circumstances described in such names and the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to CSFB drawn to the Trust Account and such other account(s) as may be specified by the Company. Time shall be order of the essence, and delivery Company at the time and place specified pursuant to this Agreement is a condition office of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Four Times Square, Xxx Xxxx, XX 00000 at 12:00 Noon, 9:00 A.M. (New York time), on _________December 4, 20202003, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as CSFB and the Exchange Act. The Company determine, such time and date of such payment and delivery are being herein referred to as the “Initial "CLOSING DATE", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Securities. The Global Securities will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the Closing Date”. The Initial Closing Date and the location of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares).

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell to the Underwritersseveral Purchasers, and each of the Underwriters agreePurchasers agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of 98.0% of the principal amount thereof, the respective number principal amounts of Firm Units Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company is advised will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as Purchasers in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit reliance on Regulation S (the “Purchase PriceRegulation S Securities”). In addition to the discount from the public Offering price represented by the Purchase Price set forth ) in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount form of $0.35 per Unit (for both Underwritten one or more temporary global Securities and Option Securities) purchased hereunder in registered form without interest coupons (the “Deferred DiscountRegulation S Global Securities”). The Deferred Discount ) which will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) deposited with the Trustee under the as custodian for The Depository Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives (“DTC”) for the respective accounts of the several UnderwritersDTC participants for Euroclear Bank, through the facilities of The Depository Trust Company orS.A./N.V., at the election as operator of the RepresentativesEuroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one or more permanent global security in definitive certificatesform without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Notice to Investors” in each such casethe Final Offering Memorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, issued interests in such names the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in such denominations any Regulation S Global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Final Offering Memorandum. Payment for the Regulation S Securities and the 144A Securities shall be made by notice the Purchasers in writing Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company given at or prior to 12:00 Noonthe office of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M., New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to the Trust Account and November 20, 2012, or at such other account(s) time not later than seven full business days thereafter as may be specified by the Company. Time shall be of Representatives and the essenceCompany determine, and delivery at the such time and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 Noon, New York time, on _________, 2020, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Initial Closing Date Regulation S Global Securities and the location Restricted Global Securities will be made available for checking at the above office of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell to the Underwritersseveral Purchasers, and each of the Underwriters agreePurchasers agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of (i) 98.5% of the principal amount thereof in the case of the First Lien Notes and (ii) 98.5% of the principal amount thereof in the case of the Second Lien Notes, plus, in each case, accrued interest from October 2, 2012 to the Closing Date (as hereinafter defined) the respective number principal amounts of Firm Units Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company is advised will deliver against payment of the purchase price of each series of the Offered Securities such Offered Securities to be offered and sold by the Representatives that the Underwriters intend Purchasers in reliance on Regulation S (i“Regulation S Securities”) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth form of one or more permanent global Securities in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit registered form without interest coupons (the “Purchase PriceRegulation S Global Securities”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount which will be payable from amounts on deposit in deposited with the applicable Trustee as custodian for The Depository Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public StockholdersDTC”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives for the respective accounts of the several UnderwritersDTC participants for Euroclear Bank S.A./N.V., through the facilities of The Depository Trust Company or, at the election as operator of the RepresentativesEuroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price of each series of the Offered Securities such Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (“144A Securities”) in the form of one permanent global security in definitive certificatesform without interest coupons (“Restricted Global Securities”) deposited with the applicable Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities of each series of Offered Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in each such casethe Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, issued interests in such names the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in such denominations any permanent global securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by notice the Purchasers in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by wire transfer to an account at a bank acceptable to the Trust Account and such other account(s) as may be specified by Representatives drawn to the Company. Time shall be order of the essence, and delivery Company at the time and place specified pursuant to this Agreement is a condition office of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 at 12:00 Noon9:30 a.m., (New York time), on _________October 2, 20202012, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as the Exchange Act. The Representatives and the Company determine, such time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Initial Closing Date Regulation S Global Securities and the location Restricted Global Securities will be made available for checking at the above office of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein containedset forth herein, but subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell to the UnderwritersPurchasers, and the Underwriters agreeeach Purchaser agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of 98.94% of the principal amount of the Offered Securities, plus accrued interest, if any, from January 24, 2008 to the Closing Date (as hereinafter defined), the respective number principal amounts of Firm Units Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company is advised will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as Purchasers in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit reliance on Regulation S (the “Purchase PriceRegulation S Securities”). In addition to the discount from the public Offering price represented by the Purchase Price set forth ) in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount form of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder one or more global securities in registered form without interest coupons (the “Deferred DiscountOffered Regulation S Global Securities”). The Deferred Discount ) which will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) deposited with the Trustee under the as custodian for The Depository Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives (“DTC”) for the respective accounts of the several Underwriters, through the facilities of The Depository DTC participants for Mxxxxx Guaranty Trust Company orof New York, at the election Brussels office, as operator of the RepresentativesEuroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Purchasers hereunder and to be offered and sold by the Purchasers in reliance on Rule 144A (“Rule 144A”) under the Securities Act (the “144A Securities”) in the form of one or more permanent global securities in definitive certificatesform without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Offered Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in each such casethe Preliminary Offering Memorandum and the Final Offering Memorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, issued interests in such names the Offered Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in such denominations any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Preliminary Offering Memorandum and the Final Offering Memorandum. Payment for the Regulation S Securities and the 144A Securities shall be made by notice the Purchasers in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by official check or checks or wire transfer to the Trust Account and such other account(s) as may be an account at a bank specified in writing by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a condition offices of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 12:00 Noon10:00 a.m., (New York time), on _________January 24, 20202008, in accordance with Rule 15c6-1 of or at such other time not later than five full business days thereafter as the Exchange Act. The Representatives and the Company jointly determine, such time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”,” against delivery to the Trustee as custodian for DTC of (i) the Offered Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Initial Closing Date Offered Regulation S Global Securities and the location Restricted Global Securities will be made available for checking at the above offices of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants Sxxxxxx Xxxxxxx & Bxxxxxxx LLP at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchaser, and the Underwriters agree, severally and not jointly, Initial Purchaser agrees to purchase from the Company the respective number Company, at a purchase price of Firm Units set forth opposite the names 97.00% of the Underwriters in Schedule A hereto. The Company is advised by principal amount thereof plus accrued interest from the Representatives that the Underwriters intend First Closing Date (i) to make a public offering of their respective portions as hereinafter defined), U.S.$200,000,000 principal amount of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver against payment of the purchase price the Firm Units to Securities in the Representatives form of one or more permanent global securities in definitive form without interest coupons (the "Firm Global Securities") deposited with the Trustee as custodian for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company or, at the election of the Representatives, ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities will be held only in book-entry form of definitive certificatesthrough DTC, except in each such case, issued the limited circumstances described in such names and the Offering Document. Payment for the Firm Securities shall be made by the Initial Purchaser in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by wire transfer to an account at a bank acceptable to the Trust Account and such other account(s) as may be specified by the Company. Time shall be of the essence, and delivery Company at the time and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 Noon, 9:00 A.M. (New York time), on _________June 9 , 20201999, in accordance with Rule 15c6-1 of or at such other time not later than five full business days thereafter as CSFBC and the Exchange Act. The Company determine, such time and date of such payment and delivery are being herein referred to as the “Initial "First Closing Date”", against delivery to the Trustee as custodian for DTC of the Firm Global Securities representing all of the Firm Securities. The Initial Firm Global Securities will be made available for checking at the above office of Shearman & Sterling at least 24 hours prior to the First Closing Date and the location of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the RepresentativesDate. In addition, upon written notice from CSFBC given to the Company hereby grants from time to time not more than 30 days subsequent to the several Underwriters First Closing Date the option (the “Over-Allotment Option”) to purchase, and upon the basis Initial Purchaser may purchase all or less than all of the representations and warranties and subject Optional Securities at the same purchase price per principal amount as the Firm Securities (plus any accrued interest thereon from June 9, 1999 to the terms and conditions herein set forth, related Optional Closing Date). The Company agrees to sell to the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with Initial Purchaser the number of Firm Units Optional Securities specified in such notice and the Initial Purchaser agrees to purchase such Optional Securities. Such Optional Securities may be purchased by each the Initial Purchaser only for the purpose of them, all or a portion of the Optional Units as may be necessary to cover covering over-allotments made in connection with the offering sale of the Firm UnitsSecurities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at the same purchase price per Firm Unit to be paid any time upon notice by the Underwriters CSFBC to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and Each time for the delivery of and payment for the Optional UnitsSecurities, being herein referred to as the "Optional Closing Date", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFBC but shall not be later than five full business days after written notice of election to purchase Optional Securities is given. The number Company will deliver against payment of the purchase price the Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form without interest coupons (each, an "Optional Global Security", and together with the Firm Global Securities, the "Global Securities") deposited with the Trustee as the number of Firm Units set forth opposite custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Underwriter on Schedule A hereto bears Optional Securities shall be made by the Initial Purchaser in Federal (same day) funds by or wire transfer to an account at a bank acceptable to CSFBC drawn to the total number order of Firm Units (subjectand as directed by the Company, in each case, against delivery to the Trustee as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such adjustment as the Representatives may determine to eliminate fractional shares)Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, as of the Company agrees Closing Date, the Issuers agree to issue and sell to the UnderwritersPurchasers, and the Underwriters Purchasers agree, severally and not jointly, to purchase from the Company Issuers, the respective number Offered Securities at a purchase price of Firm Units set forth opposite the names 97.50% of the Underwriters in Schedule A heretoprincipal amount thereof. The Company is advised Issuers will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Representatives that Purchasers in reliance on Regulation S (the Underwriters intend (i"REGULATION S SECURITIES") to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and form of one or more permanent global Securities in registered form without interest coupons (iithe "OFFERED REGULATION S GLOBAL SECURITIES") initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units which will be (net of discounts and commissions to the Underwriters) $9.80 per Unit (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) deposited with the Trustee under the as custodian for The Depository Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives ("DTC") for the respective accounts of the several Underwriters, through the facilities of The Depository DTC participants for Xxxxxx Guaranty Trust Company orof New York, at the election Brussels office, as operator of the RepresentativesEuroclear System ("EUROCLEAR"), and Clearstream Banking, societe anonyme ("CLEARSTREAM") and registered in the name of Cede & Co., as nominee for DTC. The Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act (the "144A SECURITIES") in the form of one permanent global security in definitive certificatesform without interest coupons (the "RESTRICTED GLOBAL SECURITIES") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in each such casethe Offering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities, issued interests in such names the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream. Interests in such denominations any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Offering Document. Payment for the Regulation S Securities and the 144A Securities shall be made by notice the Purchasers in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by wire transfer to the Trust Account an account at a bank acceptable to CSFBC and such other account(s) as may be specified by the Company. Time shall be delivery of the essence, and delivery Offered Securities will take place at the time and place specified pursuant to this Agreement is a condition office of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be Xxxxxx Xxxxxx & Xxxxxxx at 12:00 Noon, 9:00 A.M. (New York time), on _________March, 20202002, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as CSFBC and the Exchange Act. The Company determine, such time and date of such payment and delivery are being herein referred to as the “Initial "CLOSING DATE", against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the office of Xxxxxx Xxxxxx & Xxxxxxx at least 24 hours prior to the Closing Date”. The Initial Closing Date and the location of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares).

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchasers, and the Underwriters agree, severally and not jointly, Initial Purchasers agree to purchase from the Company Company, at a purchase price of 97% of the respective number principal amount thereof plus accrued interest from May 11, 1999 to the Closing Date (as hereinafter defined), the principal amount of Firm Units Offered Securities set forth opposite the names name of the Underwriters several Initial Purchasers in Schedule A hereto. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions will deliver against payment of the Firm Units as soon after purchase price the effective date of the Registration Statement as Offered Securities in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth form of one or more permanent global Securities in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit definitive form (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option "Global Securities") purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) deposited with the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives as custodian for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company or, at the election of the Representatives, ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global Securities will be held only in book-entry form of definitive certificatesthrough DTC, except in each such case, issued the limited circumstances described in such names and the Offering Document. Payment for the Offered Securities shall be made by the Initial Purchasers in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by wire transfer to the Trust Account and such other account(s) as may be specified an account maintained by the Company. Time shall Escrow Agent at a bank acceptable to CSFBC in connection with a closing to be of the essence, and delivery held at the time and place specified pursuant to this Agreement is a condition office of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be Cravath, Swaine & Xxxxx at 12:00 Noon, 9:00 A.M. (New York time), on _________May 11, 20201999, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as CSFBC and the Exchange Act. The Company determine, such time and date of such payment and delivery are being herein referred to as the “Initial "CLOSING DATE", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office at least 24 hours prior to the Closing Date”. The Initial Closing Date and the location of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares).

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell to the Underwritersseveral Purchasers, and each of the Underwriters agreePurchasers agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of 95.470% of the principal amount thereof plus accrued interest from December 12, 2012 to the Closing Date (as hereinafter defined), the respective number principal amounts of Firm Units Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company is advised will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as Purchasers in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit reliance on Regulation S (the “Purchase PriceRegulation S Securities”). In addition to the discount from the public Offering price represented by the Purchase Price set forth ) in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount form of $0.35 per Unit (for both Underwritten one or more permanent global Securities and Option Securities) purchased hereunder in registered form without interest coupons (the “Deferred DiscountRegulation S Global Securities”). The Deferred Discount ) which will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) deposited with the Trustee under the as custodian for The Depository Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives (“DTC”) for the respective accounts of the several Underwriters, through the facilities of The Depository DTC participants for Xxxxxx Guaranty Trust Company orof New York, at the election Brussels office, as operator of the RepresentativesEuroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of definitive certificatesone or more permanent global Securities in registered form without interest coupons (the “Restricted Global Securities” and, together with the Regulation S Global Securities, the “Global Securities”) which will be deposited with the Trustee as custodian for DTC and registered in each such casethe name of Cede & Co., issued as nominee for DTC. The Global Securities shall be assigned separate CUSIP numbers. The Global Securities shall include the applicable legend regarding restrictions on transfer set forth under “Transfer Restrictions” in such names the Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in such denominations any permanent Global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by notice the Purchasers in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by wire transfer to an account at a bank acceptable to the Trust Account and such other account(s) as may be specified by Representatives drawn to the Company. Time shall be order of the essence, and delivery Company at the time and place specified pursuant to this Agreement is a condition office of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 12:00 Noon, 9:00 A.M. (New York time), on _________March 8, 20202013, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as the Exchange Act. The Representatives and the Company determine, such time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”,” against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Initial Closing Date and Global Securities will be made available for checking at the location above office of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell to the Underwritersseveral Purchasers, and each of the Underwriters agreePurchasers agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of 98.7575% of the aggregate principal amount thereof plus accrued interest from May 1, 2018 to the Closing Date (as hereinafter defined), the respective number principal amount of Firm Units the Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company is advised will deliver against payment of the purchase price the Notes to be offered and sold by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as Purchasers in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit reliance on Regulation S (the “Purchase PriceRegulation S Securities”). In addition to the discount from the public Offering price represented by the Purchase Price set forth ) in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount form of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder one or more permanent global securities in registered form without interest coupons (the “Deferred DiscountRegulation S Global Securities”). The Deferred Discount ) which will be payable from amounts deposited on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) Closing Date with the Trustee under the as custodian for The Depository Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives (“DTC”) for the respective accounts of the several Underwriters, through the facilities of The Depository DTC participants for Xxxxxx Guaranty Trust Company orof New York, at the election Brussels office, as operator of the RepresentativesEuroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Notes to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one or more permanent global securities in definitive certificatesform without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Regulation S Global Security and the Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in each such casethe Final Offering Memorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, issued interests in such names the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in such denominations any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Final Offering Memorandum. Payment for the Regulation S Securities and the 144A Securities shall be made by notice the Purchasers in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by wire transfer to an account at a bank acceptable to the Trust Account and such other account(s) as may be specified by Representatives drawn to the Company. Time shall be order of the essence, and delivery Representatives at the time and place specified pursuant to this Agreement is a condition office of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxx 0000, Xxxxxxx, Xxxxx 00000, at 12:00 Noon9:00 A.M., (New York time), on _________September 25, 20202018, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as the Exchange Act. The Representatives and the Company determine, such time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Initial Closing Date Regulation S Global Securities and the location Restricted Global Securities will be made available for checking at the above office of delivery ofXxxxxx & Xxxxxxx LLP, and the form of payment for000 Xxxx Xxxxxx Xxxxx 0000, the Firm Units may be varied by agreement between the Company and the Representatives. In additionXxxxxxx, the Company hereby grants Xxxxx 00000 at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersPurchasers, and the Underwriters Purchasers agree, severally and not jointly, to purchase from the Company Company, at a purchase price of 103.305% of the principal amount thereof plus accrued interest from August 13, 2003 to the Closing Date the respective number principal amounts of Firm Units Offered Securities set forth opposite the names of the Underwriters Purchasers in Schedule A hereto. The Company is advised will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as Purchasers in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit reliance on Regulation S (the “Purchase PriceRegulation S Securities”). In addition to the discount from the public Offering price represented by the Purchase Price set forth ) in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount form of $0.35 per Unit (for both Underwritten one or more temporary global Securities and Option Securities) purchased hereunder in registered form without interest coupons (the “Deferred DiscountTemporary Regulation S Global Securities”). The Deferred Discount ) which will be payable from amounts on deposit deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the Trust Account name of Cede & Co., as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basisnominee for DTC. The Company will deliver the Firm Units to the Representatives for the respective accounts against payment of the several Underwriters, through purchase price the facilities of The Depository Trust Company or, at Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the election of Securities Act (the Representatives, “144A Securities”) in the form of one or more permanent global securities in definitive certificatesform without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Temporary Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in each such casethe Offering Document. Interests in any permanent global Securities will be held only in book-entry form through DTC, issued except in such names the limited circumstances described in the Offering Document. Payment for the Temporary Regulation S Securities and the 144A Securities shall be made by the Purchasers in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by wire transfer to an account of the Company or an account as the Company may direct at a bank acceptable to the Trust Account and such other account(s) as may be specified by the Company. Time shall be of the essencerepresentatives, and delivery at the time and place specified pursuant to this Agreement is a condition office of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be Cravath, Swaine & Xxxxx LLP at 12:00 Noon, 9:30 a.m. (New York time) on November 21, on _________2003, 2020or at such other time not later than seven full business days thereafter as the Purchasers and the Company determine, in accordance with Rule 15c6-1 of the Exchange Act. The such time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Temporary Regulation S Global Securities representing all of the Regulation S Securities and (ii) the Restricted Global Securities representing all of the 144A Securities. The Initial Closing Date Temporary Regulation S Global Securities and the location Restricted Global Securities will be made available for checking at the office of delivery ofCravath, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants Swaine & Xxxxx LLP at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees Issuers agree to issue and sell to the Underwriterseach Purchaser, and the Underwriters agreeeach Purchaser agrees, severally and not jointly, to purchase from the Company Issuers, at a purchase price of 98.75% of the principal amount thereof plus accrued interest, if any, from February 13, 2017 to the Closing Date, the respective number principal amount of Firm Units Securities set forth opposite the names of the Underwriters in several Purchasers on Schedule A hereto. The Company is advised Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by the Representatives that Purchasers hereunder and to be offered and sold by the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as Purchasers in reliance on Regulation S in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth form of one temporary global security in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit registered form without interest coupons (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Regulation S Global Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) which will be deposited on the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) Closing Date with the Trustee under the as custodian for The Depository Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives (“DTC”) for the respective accounts of the several UnderwritersDTC participants for Euroclear Bank, through the facilities of The Depository Trust Company orS.A./N.V., at the election Brussels office, as operator of the RepresentativesEuroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by the Purchasers hereunder and to be offered and sold by the Purchasers in reliance on Rule 144A under the Securities Act in the form of one or more permanent global securities in definitive certificates, in each such case, issued in such names and in such denominations as form without interest coupons (the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, “Restricted Global Securities”) deposited on the business day immediately preceding the Closing Date against payment with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Regulation S Global Securities and the Restricted Global Securities shall include the appropriate legends regarding restrictions on transfer set forth under “Transfer Restrictions” in the Final Offering Circular. Until the termination of the aggregate Purchase Price therefor distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by wire transfer the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in federal any permanent global Offered Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Final Offering Circular. Payment for the Offered Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to the Trust Account and such other account(s) as may be an account specified by the Company. Time shall be of the essence, and delivery Company at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 at 9:00 am (Eastern time) on February 13, 2017, or at such other time not later than seven full business days thereafter as the Representatives and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The Issuers determine, such time and date of the delivery and closing shall be at 12:00 Noon, New York time, on _________, 2020, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”. The Initial Closing Date and the location of ,” against delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants to the several Underwriters Representatives through the option (the “Over-Allotment Option”) to purchase, and upon the basis facilities of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)DTC.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell to the Underwritersseveral Purchasers, and each of the Underwriters agreePurchasers agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of 93.583% of the principal amount thereof plus accrued interest from February 9, 2011 to the Closing Date (as hereinafter defined), the respective number principal amounts of Firm Units Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company is advised will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as Purchasers in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit reliance on Regulation S (the “Purchase PriceRegulation S Securities”). In addition to the discount from the public Offering price represented by the Purchase Price set forth ) in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount form of $0.35 per Unit (for both Underwritten one or more permanent global Securities and Option Securities) purchased hereunder in registered form without interest coupons (the “Deferred DiscountOffered Regulation S Global securities”). The Deferred Discount ) which will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) deposited with the Trustee under the as custodian for The Depository Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives (“DTC”) for the respective accounts of the several Underwriters, through the facilities of The Depository DTC participants for Xxxxxx Guaranty Trust Company orof New York, at the election Brussels office, as operator of the RepresentativesEuroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one permanent global security in definitive certificatesform without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in each such casethe Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, issued interests in such names the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in such denominations any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by notice the Purchasers in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the Trust Account and such other account(s) as may be specified by the Company. Time shall be order of the essence, and delivery Company at the time and place specified pursuant to this Agreement is a condition office of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, X.X. 00000 at 12:00 Noon9:00 A.M., (New York time), on _________February 9, 20202011 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, in accordance with Rule 15c6-1 of the Exchange Act. The such time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Initial Closing Date Regulation S Global Securities and the location Restricted Global Securities will be made available for checking at the above office of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersPurchaser, and the Underwriters agree, severally and not jointly, Purchaser agrees to purchase from the Company the respective number Company, at a purchase price of Firm Units set forth opposite the names 102.165% of the Underwriters in Schedule A hereto. The Company is advised by principal amount thereof plus accrued interest from November 15, 2003 to the Representatives that the Underwriters intend Closing Date (i) to make a public offering of their respective portions as hereinafter defined), all of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Offered Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver against payment of the Firm Units purchase price the Offered Securities to be offered and sold by the Representatives Purchaser in reliance on Regulation S (the "Regulation S Securities") in the form of two or more permanent global Securities in registered form without interest coupons (the "Regulation S Global Securities") that will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the several Underwriters, through the facilities of The Depository DTC participants for Xxxxxx Guaranty Trust Company orof New York, at the election Brussels office, as operator of the RepresentativesEuroclear System ("Euroclear"), and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Purchaser hereunder and to be offered and sold by the Purchaser in reliance on Rule 144A under the Securities Act (the "144A Securities") in the form of two permanent global Securities in definitive certificatesform without interest coupons (the "Restricted Global Securities") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in each such casethe Offering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities, issued interests in such names the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in such denominations any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Offering Document. Payment for the Regulation S Securities and the 144A Securities shall be made by notice the Purchaser in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Trust Account and such other account(s) as may be specified by the Company. Time shall be of the essence, and delivery Purchaser at the time and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 Noon, 9:00 A.M. (New York time), on _________December 17, 20202003, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as the Exchange Act. The Purchaser and the Company determine, such time and date of such payment and delivery are being herein referred to as the “Initial "Closing Date”," against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Initial Closing Date Copies of the Regulation S Global Securities and the location Restricted Global Securities will be made available for checking at the office of delivery ofXxxxxx & Xxxxxxx LLP 000 Xxxxx Xxxxxx, and the form of payment forXxx Xxxx, the Firm Units may be varied by agreement between the Company and the Representatives. In additionXxx Xxxx 00000, the Company hereby grants at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and the Guarantor agree to issue and sell to the UnderwritersInitial Purchaser, and the Underwriters agree, severally and not jointly, Initial Purchaser agrees to purchase from the Company and the respective number Guarantor, at a purchase price of Firm Units 97% of the principal amount thereof plus accrued interest from June 25, 2003 to the Closing Date, the principal amount of the Securities set forth opposite the names of the Underwriters its name in Schedule A B hereto. The Company is advised by Initial Purchaser agrees that in the Representatives that event the Underwriters intend (i) Acquisition does not close on the Closing Date, it will deposit $6,000,000, which represents the Initial Purchaser's discount and commissions relating to make a public offering of their respective portions the Notes, into an escrow account for the benefit of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters Company pursuant to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basisEscrow Agreement. The Company and the Guarantor will deliver against payment of the Firm Units purchase price the Offered Securities to be offered and sold by the Representatives Initial Purchaser in reliance on Regulation S (the "Regulation S Securities") in the form of one or more temporary global Securities in registered form without interest coupons (the "Regulation S Temporary Global Securities"), which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the several Underwriters, through the facilities of The Depository DTC participants for Xxxxxx Guaranty Trust Company orof New York, at the election Brussels office, as operator of the RepresentativesEuroclear System ("Euroclear"), and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC. The Company and the Guarantor will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchaser hereunder and to be offered and sold by the Initial Purchaser in reliance on Rule 144A under the Securities Act (the "144A Securities") in the form of one permanent global security in definitive certificatesform without interest coupons (the "Restricted Global Securities") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in each such casethe Offering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities, issued interests in such names the Regulation S Temporary Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in such denominations any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Offering Document. Payment for the Regulation S Securities and the 144A Securities shall be made by notice the Initial Purchaser in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by wire transfer to an account at a bank designated in writing by MSW Energy Holdings LLC at a closing to be held at the Trust Account and office of Xxxxxxx XxXxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. (New York time), on June 25, 2003 or at such other account(s) as may be specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a condition of not later than seven full business days thereafter as CSFB and the obligations of each Underwriter hereunder. The Company determine, such time and date of the delivery and closing shall be at 12:00 Noon, New York time, on _________, 2020, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are being herein referred to as the “Initial "Closing Date”," against delivery to the Trustee as custodian for DTC of (i) the Regulation S Temporary Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Initial Closing Date Regulation S Temporary Global Securities and the location Restricted Global Securities will be made available for checking at the above office of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Issuer agrees to issue and sell to the UnderwritersInitial Purchasers, and the Underwriters Initial Purchasers agree, severally and not jointly, to purchase from the Company Issuer the respective number Offered Securities, at a purchase price of Firm Units 99.000% of the principal amount thereof plus accrued interest, if any, from September 24, 2012, to the Closing Date, the entire principal amount of Offered Securities set forth opposite the names of the Underwriters several Initial Purchasers in Schedule A hereto. The Company is advised Issuer will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as Initial Purchasers in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit reliance on Regulation S (the “Purchase PriceRegulation S Securities”). In addition to the discount from the public Offering price represented by the Purchase Price set forth ) in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount form of $0.35 per Unit (for both Underwritten one or more permanent global Securities and Option Securities) purchased hereunder in registered form without interest coupons (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public StockholdersRegulation S Global Securities”), (i) the Underwriters which will forfeit any rights or claims to the Deferred Discount and (ii) be deposited with the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives as custodian for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company or(“DTC”) and registered in the name of Cede & Co., at the election as nominee for DTC. The Issuer will deliver against payment of the Representatives, purchase price the Offered Securities to be purchased by each Initial Purchaser hereunder and to be offered and sold by each Initial Purchaser in reliance on Rule 144A under the Securities Act (the “144A Securities”) in the form of one permanent global security in definitive certificatesform without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in each such casethe Final Offering Memorandum. Interests in any permanent global securities will be held only in book-entry form through DTC, issued except in such names the limited circumstances described in the Final Offering Memorandum. Payment for the Regulation S Securities and the 144A Securities shall be made by the Initial Purchasers in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by wire transfer to an account of the Issuer or an account as the Issuer may direct at a bank acceptable to the Trust Account and such other account(s) as may be specified by the Company. Time shall be of the essenceInitial Purchasers, and delivery at the time and place specified pursuant to this Agreement is a condition office of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be Cravath, Swaine & Xxxxx LLP at 12:00 Noon, 9:00 a.m. (New York time) on September 27, on _________2012, 2020or at such other time not later than seven full business days thereafter as the Initial Purchasers and the Issuer determine, in accordance with Rule 15c6-1 of the Exchange Act. The such time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”,” against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities and (ii) the Restricted Global Securities representing all of the 144A Securities. The Initial Closing Date Regulation S Global Securities and the location Restricted Global Securities will be made available for checking at the office of delivery ofCravath, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants Swaine & Xxxxx LLP at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersPurchasers, and the Underwriters Purchasers agree, severally and not jointly, to purchase from the Company Company, at a purchase price of 97% of the principal amount thereof plus accrued interest from November 13, 2003 to the Closing Date the respective number principal amounts of Firm Units Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company is advised will deliver against payment of the purchase price the Offered Securities, with the Guarantees endorsed thereon, to be purchased by each Purchaser hereunder and to be offered and sold by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as Purchasers in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit reliance on Regulation S (the “Purchase PriceRegulation S Securities”). In addition to the discount from the public Offering price represented by the Purchase Price set forth ) in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount form of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder one or more permanent global securities in registered form without interest coupons (the “Deferred DiscountRegulation S Global Securities”). The Deferred Discount ) which will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) deposited with the Trustee under the as custodian for The Depository Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives (“DTC”) for the respective accounts of the several UnderwritersDTC participants for Euroclear Bank S.A./N.V., through the facilities of The Depository Trust Company or, at the election as operator of the RepresentativesEuroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities, with the Guarantees endorsed thereon, to be purchased by each Purchaser hereunder and to be offered and sold by Purchasers in reliance on Rule 144A under the Securities Act (the “144A Securities”) in the form of one or more permanent global securities in definitive certificatesform without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities and the Regulation S Global Securities shall include the applicable legend regarding restrictions on transfer set forth under “Transfer Restrictions” in each such casethe Offering Document. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, issued interests in such names the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in such denominations any permanent global securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Offering Document. Payment for the Regulation S Securities and the 144A Securities, each with the Guarantees endorsed thereon, shall be made by notice the Purchasers in writing immediately available funds by official check or checks or wire transfer to an account at a bank acceptable to CSFB drawn to the order of the Company given at or prior to 12:00 Noonthe office of Irell & Xxxxxxx LLP, New York 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000 at 6:00 a.m., (Los Angeles time), on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to the Trust Account and November 13, 2003, or at such other account(s) time not later than seven full business days thereafter as may be specified by CSFB and the Company. Time shall be of the essenceCompany determine, and delivery at the such time and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 Noon, New York time, on _________, 2020, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities, with the Guarantees endorsed thereon, representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities, with the Guarantees endorsed thereon, representing all of the 144A Securities. The Initial Closing Date Regulation S Global Securities and the location Restricted Global Securities will be made available for checking at the above office of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants Irell & Xxxxxxx LLP at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein containedcovenants contained in, but and subject to the terms and conditions herein set forthof, this Agreement, the Company Partnership agrees to issue and sell to the Underwritersseveral Purchasers, and each of the Underwriters agreePurchasers agrees, severally and not jointly, to purchase from the Company Partnership, at a purchase price of 98.5% of the aggregate principal amount thereof plus accrued interest, if any, from October 16, 2019 to the Closing Date (as hereinafter defined), the respective number principal amount of Firm Units the Notes set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company is advised Partnership will deliver against payment of the purchase price the Notes to be offered and sold by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as Purchasers in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit reliance on Regulation S (the “Purchase PriceRegulation S Securities”). In addition to the discount from the public Offering price represented by the Purchase Price set forth ) in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount form of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder one or more permanent global securities in registered form without interest coupons (the “Deferred DiscountRegulation S Global Securities”). The Deferred Discount ) which will be payable from amounts deposited on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) Closing Date with the Trustee under the as custodian for The Depository Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives (“DTC”) for the respective accounts of the several UnderwritersDTC participants and registered in the name of Cede & Co., through the facilities of as nominee for DTC. The Depository Trust Company or, at the election Partnership will deliver against payment of the Representatives, purchase price the Notes to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one or more permanent global securities in definitive certificatesform without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Regulation S Global Security and the Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in each such casethe Final Offering Memorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, issued interests in such names the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in such denominations any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Final Offering Memorandum. Payment for the Regulation S Securities and the 144A Securities shall be made by notice the Purchasers in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by wire transfer to an account at a bank acceptable to the Trust Account and such other account(s) as may be specified by Representative drawn to the Company. Time shall be order of the essence, and delivery Representative at the time and place specified pursuant to this Agreement is a condition office of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be Lxxxxx & Wxxxxxx LLP, 800 Xxxx Xxxxxx Xxxxx 0000, Xxxxxxx, Xxxxx 00000, at 12:00 Noon9:00 A.M., (New York time), on _________October 16, 20202019, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as the Exchange Act. The Representative and the Partnership determine, such time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Initial Closing Date Regulation S Global Securities and the location Restricted Global Securities will be made available for checking at the above office of delivery ofLxxxxx & Wxxxxxx LLP, and the form of payment for800 Xxxx Xxxxxx Xxxxx 0000, the Firm Units may be varied by agreement between the Company and the Representatives. In additionXxxxxxx, the Company hereby grants Xxxxx 00000 at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, on the Closing Date, the Company agrees to issue and sell to the Underwritersseveral Purchasers, and the Underwriters agreeeach such Purchaser agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of 98% of the respective number principal amount thereof, plus accrued interest from June 23, 2006 to the Closing Date, the principal amount of Firm Units Offered Securities set forth opposite the names name of the Underwriters such Purchaser in Schedule A hereto. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions will deliver against payment of the Firm Units as soon after purchase price the effective date of the Registration Statement as Offered Securities in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth form of one or more permanent global certificates in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit definitive form (the “Purchase PriceGlobal Securities”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) deposited with the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives as custodian for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company or, at the election of the Representatives, (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form of definitive certificatesthrough DTC, except in each such case, issued the limited circumstances described in such names and the Final Offering Circular. Payment for the Offered Securities shall be made by the Purchasers in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by wire transfer to the Trust Account and such other account(s) as may be an account specified by the Company. Time shall be Company in writing to Banc of the essenceAmerica, and delivery at the time and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 Noon, New York time, on _________, 2020, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment being made on June 23, 2006, or at such other time not later than seven full business days thereafter as Banc of America and delivery are the Company determine, such time being herein referred to as the “Initial Closing Date”. The Initial Closing Date and the location of , against delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis Trustee as custodian for DTC of the representations and warranties and subject Global Securities representing all of the Offered Securities purchased pursuant to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to hereof. The Global Securities will be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, available for checking at the same purchase price per Firm Unit to be paid by the Underwriters office of Xxxxxx & Xxxxxxx LLP, New York, New York at least 24 hours prior to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersPurchasers, and the Underwriters Purchasers agree, severally and not jointly, to purchase from the Company Company, at a purchase price of 9½% of the principal amount thereof plus accrued interest from August 13, 2003 to the Closing Date the respective number principal amounts of Firm Units Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company is advised will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as Purchasers in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit reliance on Regulation S (the “Purchase PriceRegulation S Securities”). In addition to the discount from the public Offering price represented by the Purchase Price set forth ) in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount form of $0.35 per Unit (for both Underwritten one or more temporary global Securities and Option Securities) purchased hereunder in registered form without interest coupons (the “Deferred DiscountTemporary Regulation S Global Securities”). The Deferred Discount ) which will be payable from amounts on deposit deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the Trust Account name of Cede & Co., as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basisnominee for DTC. The Company will deliver the Firm Units to the Representatives for the respective accounts against payment of the several Underwriters, through purchase price the facilities of The Depository Trust Company or, at Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the election of Securities Act (the Representatives, “144A Securities”) in the form of one or more permanent global securities in definitive certificatesform without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Temporary Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in each such casethe Offering Document. Interests in any permanent global Securities will be held only in book-entry form through DTC, issued except in such names the limited circumstances described in the Offering Document. Payment for the Temporary Regulation S Securities and the 144A Securities shall be made by the Purchasers in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by wire transfer to an account of the Company or an account as the Company may direct at a bank acceptable to the Trust Account and such other account(s) as may be specified by the Company. Time shall be of the essencerepresentatives, and delivery at the time and place specified pursuant to this Agreement is a condition office of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be Cravath, Swaine & Xxxxx LLP at 12:00 Noon, 9:30 a.m. (New York time) on August 13, on _________2003, 2020or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, in accordance with Rule 15c6-1 of the Exchange Act. The such time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Temporary Regulation S Global Securities representing all of the Regulation S Securities and (ii) the Restricted Global Securities representing all of the 144A Securities. The Initial Closing Date Temporary Regulation S Global Securities and the location Restricted Global Securities will be made available for checking at the office of delivery ofCravath, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants Swaine & Xxxxx LLP at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees Issuers agree to issue and sell to the Underwriterseach Purchaser, and the Underwriters agreeeach Purchaser agrees, severally and not jointly, to purchase from the Company Issuers, at a purchase price of 99.25% of the principal amount thereof plus accrued interest, if any, from December 13, 2016 to the Closing Date, the respective number principal amount of Firm Units Securities set forth opposite the names of the Underwriters in several Purchasers on Schedule A hereto. The Company is advised Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by the Representatives that Purchasers hereunder and to be offered and sold by the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as Purchasers in reliance on Regulation S in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth form of one temporary global security in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit registered form without interest coupons (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Regulation S Global Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) which will be deposited on the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) Closing Date with the Trustee under the as custodian for The Depository Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives (“DTC”) for the respective accounts of the several UnderwritersDTC participants for Euroclear Bank, through the facilities of The Depository Trust Company orS.A./N.V., at the election Brussels office, as operator of the RepresentativesEuroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by the Purchasers hereunder and to be offered and sold by the Purchasers in reliance on Rule 144A under the Securities Act in the form of one or more permanent global securities in definitive certificates, in each such case, issued in such names and in such denominations as form without interest coupons (the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, “Restricted Global Securities”) deposited on the business day immediately preceding the Closing Date against payment with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Regulation S Global Securities and the Restricted Global Securities shall include the appropriate legends regarding restrictions on transfer set forth under “Transfer Restrictions” in the Final Offering Circular. Until the termination of the aggregate Purchase Price therefor distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by wire transfer the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in federal any permanent global Offered Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Final Offering Circular. Payment for the Offered Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to the Trust Account and such other account(s) as may be an account specified by the Company. Time shall be of the essence, and delivery Company at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 at 9:00 am (Eastern time) on December 13, 2016, or at such other time not later than seven full business days thereafter as the Representatives and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The Issuers determine, such time and date of the delivery and closing shall be at 12:00 Noon, New York time, on _________, 2020, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”. The Initial Closing Date and the location of ,” against delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants to the several Underwriters Representatives through the option (the “Over-Allotment Option”) to purchase, and upon the basis facilities of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)DTC.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees Sellers agree to issue and sell to the Underwritersseveral Purchasers, and each of the Underwriters agreePurchasers hereby agrees, severally and not jointly, to purchase from the Company Sellers, the respective number of Firm Units shares of Convertible Preferred Stock set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company is advised by the Representatives that the Underwriters intend (i) to make , at a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price of $48.3125 per share to be paid by (which represents the Underwriters discount to the Company for the Firm Units will be (net Purchasers of discounts and commissions to the Underwriters) $9.80 1.6875 per Unit (the “Purchase Price”). In addition to the discount share from the public Offering offering price represented by the Purchase Price set forth in the immediately preceding sentenceof $50.00) plus accrued dividends (if any) from March 17, the Company hereby agrees to pay 1998 to the Underwriters a deferred discount of $0.35 per Unit Closing Date (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”as hereinafter defined). The Deferred Discount Issuers will be payable from amounts on deposit deliver against payment of the purchase price the Offered Securities in the Trust Account as described form of one or more permanent global securities in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement definitive form (the “Public Stockholders”), "Global Securities") deposited with Continental Stock Transfer & Trust Company (i"Continental") the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives as custodian for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company or, at the election of the Representatives, ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form of definitive certificatesthrough DTC, except in each such case, issued the limited circumstances described in such names and the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by wire transfer to the Trust Account and such other account(s) as may be specified accounts previously designated to CSFBC by the Company. Time shall be of the essenceSellers at one or more financial institutions acceptable to CSFBC, and delivery at the time and place specified pursuant to this Agreement is a condition office of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be Cravath, Swaine & Xxxxx, Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, X.X. 10019-7475 at 12:00 Noon, 10:00 A.M. (New York time), on _________March 17, 20201998, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as CSFBC and the Exchange Act. The Sellers determine, such time and date of such payment and delivery are being herein referred to as the “Initial "Closing Date”", against delivery to Continental as custodian for DTC of the Global Securities representing all of the Offered Securities. The Initial Closing Date and Global Securities will be made available for checking at the location offices of delivery ofCravath, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants Swaine & Xxxxx at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Issuer agrees to issue and sell to the UnderwritersPurchasers, and the Underwriters Purchasers agree, severally and not jointly, to purchase from the Company Issuer, at a purchase price of 96.822% of the respective number principal amount thereof plus accrued interest, if any, from June 2, 2008 to the Closing Date, the principal amount of Firm Units Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company is advised Issuer will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as Purchasers in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit reliance on Regulation S (the “Purchase PriceRegulation S Securities”). In addition to the discount from the public Offering price represented by the Purchase Price set forth ) in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount form of $0.35 per Unit (for both Underwritten one or more permanent global Securities and Option Securities) purchased hereunder in registered form without interest coupons (the “Deferred DiscountRegulation S Global Securities”). The Deferred Discount ) which will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) deposited with the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives as custodian for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company or(“DTC”) and registered in the name of Cede & Co., at the election as nominee for DTC. The Issuer will deliver against payment of the Representatives, purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act (the “144A Securities”) in the form of one permanent global security in definitive certificatesform without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in each such casethe Final Offering Circular. Interests in any EXECUTION COPY permanent global securities will be held only in book-entry form through DTC, issued except in such names the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by wire transfer to the Trust Account and such other account(s) as may be specified by the Company. Time shall be an account of the essenceIssuer or an account as the Issuer may direct at a bank acceptable to Purchasers, and delivery at the time and place specified pursuant to this Agreement is a condition office of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP at 12:00 Noon, 9:00 a.m. (New York time) on June 9, on _________2008, 2020or at such other time not later than seven full business days thereafter as Initial Purchasers and the Issuer determine, in accordance with Rule 15c6-1 of the Exchange Act. The such time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”,” against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities and (ii) the Restricted Global Securities representing all of the 144A Securities. The Initial Closing Date Regulation S Global Securities and the location Restricted Global Securities will be made available for checking at the office of delivery ofPxxx, and the form of payment forWeiss, the Firm Units may be varied by agreement between the Company and the Representatives. In additionRifkind, the Company hereby grants Wxxxxxx & Gxxxxxxx LLP at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase from the Company the respective number principal amount of Firm Units Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company is advised by opposite the Representatives name of such Underwriter, plus any additional amount of Offered Securities that such Underwriter may become obligated to purchase pursuant to the Underwriters intend (i) to make a public offering provisions of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the ProspectusSection 9 hereof. The purchase price per share to of the Offered Securities shall be paid by 97.682% of the Underwriters to principal amount of the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Offered Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver against payment of the Firm Units purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "GLOBAL SECURITIES") deposited with the Trustee as custodian for The Depository Trust Company ("DTC"), registered in the name of Cede & Co., as nominee for DTC, and to be credited to the Representatives account of MERRILL LYNCH for the respective accounts of the several UnderwritersUnderwriters with DTC. Xxxxxexxx xn any permanent global securities will be held only in book-entry form through DTC, through the facilities of The Depository Trust Company or, at the election of the Representatives, except in the form of definitive certificates, limited circumstances described in each such case, issued the Prospectus. Payment for the Offered Securities shall be made by delivery by MERRILL LYNCH in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by wire transfer to the Trust Account and such other account(s) as may be specified an accouxx xx x xxxx, designated by the Company. Time shall be Company and open for the receipt of funds (and verification of the essencereceipt of funds), and delivery at the time and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 Noon, 9:00 A.M. (New York time), on _________June 13, 20202003, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as the Exchange Act. The Representatives and the Company determine, such time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”"CLOSING DATE", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Initial Closing Date and It is understood that each Underwriter has authorized the location of Representatives, for its account, to accept delivery of, receipt for, and make payment of the form of payment purchase prices for, the Firm Units may Offered Securities which it has agreed to purchase. The Global Securities will be varied by agreement between made available for checking at the Company and office of DTC or its designated custodian (the Representatives. In addition, the Company hereby grants "DESIGNATED OFFICE") at least one business day prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units Closing Date. The documents to be purchased delivered on the Closing Date by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters parties hereto pursuant to Section 6, including the cross-receipt for the Offered Securities and any additional documents requested by the Representatives pursuant to Section 6, will be delivered at any timethe offices of Palmer & Dodge LLP, 111 Huntington Avenue, Boston, MA 02199, and from time the Oxxxxxx Securities wixx xx xxxxxxxxx xx xxx Xxxxxxxxxx Xxxxxe, all at 9:00 A.M. on the Closing Date. The Company hereby confirms its engagement of Merrill Lynch as, and Merrill Lynch hereby confirms its agreement with xxx Xxmxxxx to timerender xxxxxxex xx, on or before a "qualified independent underwriter" within the forty-fifth (45th) day following the date meaning of Rule 2720 of the ProspectusConduct Rules of the National Association of Securities Dealers, by written notice Inc. with respect to the Companyoffering and sale of the Offered Securities. Merrill Lynch, setting forth the number of Optional Units solely in its capacity as qualified independent underwrxxxx xxd xxx otherwise, is referred to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased herein as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)"Independent Underwriter".

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Units set forth opposite the names of the Underwriters in Schedule A hereto. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company or, at the election of the Representatives, in the form of definitive certificates, in each such case, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to the Trust Account and such other account(s) as may be specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 Noon, New York time, on _________, 2020, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Initial Closing Date”. The Initial Closing Date and the location of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forthforth herein, the Underwriters shall have Company agrees to sell to the right Purchaser, and the Purchaser agrees to purchase, severally and not jointly, purchase from the Company, ratably at a purchase price of 107.25% of the principal amount thereof plus accrued interest from August 20, 2012 to the Closing Date (as hereinafter defined), the Offered Securities. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Purchaser in accordance reliance on Regulation S (the “Regulation S Securities”) in the form of one or more permanent global Securities in registered form without interest coupons (the “Regulation S Global Securities”) which will be deposited with the number of Firm Units to be purchased by each of them, all or a portion Trustee as custodian for The Depository Trust Company (“DTC”) for the respective accounts of the Optional Units DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as may be necessary to cover over-allotments made in connection with the offering operator of the Firm UnitsEuroclear System (“Euroclear”), at and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the same name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units Offered Securities to be purchased by the Underwriters Purchaser hereunder and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be offered and sold to each Underwriter shall be by the number which bears Purchaser in reliance on Rule 144A under the same proportion to Securities Act (the aggregate number “144A Securities”) in the form of Optional Units being purchased one or more permanent global securities in definitive form without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as the number of Firm Units set forth opposite custodian for DTC and registered in the name of such Underwriter Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Regulation S Global Securities and the Restricted Global Securities shall include the legend regarding restrictions on Schedule A hereto bears transfer set forth under “Transfer Restrictions” in the Final Offering Memorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the total number offering of Firm Units (subjectthe Offered Securities, interests in each casethe Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, to such adjustment Luxembourg. Interests in any permanent global securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the Representatives case may determine be, except in the limited circumstances described in the Final Offering Memorandum. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchaser in Federal (same day) funds by wire transfer to eliminate fractional sharesan account at a bank designated by the Company and reasonably acceptable to the Purchaser at 10:00 A.M., (New York time), on February 4, 2013, or at such other time not later than seven full business days thereafter as the Purchaser and the Company determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the office of Xxxxxx Xxxxxx and Xxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Units set forth opposite the names of the Underwriters in Schedule A hereto. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company or, at the election of the Representatives, in the form of definitive certificates, in each such case, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to the Trust Account and such other account(s) as may be specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 Noon, New York time, on _________, 2020, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Initial Closing Date”. The Initial Closing Date and the location of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forthforth herein, the Underwriters shall have Company and the right Co-Issuers, jointly and severally, agree to purchaseissue to the Purchaser, severally and not jointlythe Designated Issuers (as defined below) agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Company, ratably in accordance with respective Designated Issuer (or the number of Firm Units to be purchased by each of them, all Company or a portion one or more of the Optional Units as may be necessary Co-Issuers pursuant to cover over-allotments made in connection with the offering last paragraph of this Section 3), at a purchase price of 108.000% of the Firm Unitsprincipal amount thereof plus accrued interest from February 1, at the same purchase price per Firm Unit to be paid by the Underwriters 2013 to the Company. The Over-Allotment Option may be exercised by Closing Date (as hereinafter defined), the Representatives on behalf respective principal amounts of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units Offered Securities set forth opposite the name of such Underwriter on the Purchaser in Schedule A hereto bears hereto. The Purchaser agrees that the Company may designate the principal amount of Offered Securities to be sold by the Company and/or one or more of the Co-Issuers (each, a "Designated Issuer") to the total number Purchaser at the Company's sole discretion. The Designated Issuers will deliver against payment of Firm Units the purchase price the Offered Securities to be offered and sold by the Purchaser in reliance on Regulation S (subjectthe "Regulation S Securities") in the form of one or more permanent global securities in registered form without interest coupons (the "Regulation S Global Securities") which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants for the operator of the Euroclear System ("Euroclear"), and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC. The Designated Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by the Purchaser hereunder and to be offered and sold by the Purchaser in reliance on Rule 144A (the "144A Securities") in the form of one permanent global security in definitive form without interest coupons (the "Restricted Global Securities") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global securities will be held only in book- entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchaser in Federal (same day) funds by wire transfer to an account specified by the Company on behalf of the Designated Issuers at a bank acceptable to the Purchaser at the office of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, at 9:00 A.M., New York time, on May 20, 2013 , or at such other time not later than seven full business days thereafter as the Purchaser and the Company determine, such time being herein referred to as the "Closing Date", against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Xxxxxx & Xxxxxxx at least 24 hours prior to the Closing Date. To the extent any Designated Issuer fails to sell or deliver any Offered Securities to the Purchaser and perform the other obligations as required under this Agreement, each caseof the Company and the Co-Issuers agrees, jointly and severally, to sell and deliver the Offered Securities to the Purchaser and perform the other obligations of such adjustment as Designated Issuer in fulfillment of such Designated Issuer's obligations under this Agreement. The Company may make determinations, notifications and deliveries under this Section 3 on behalf of the Representatives may determine to eliminate fractional shares)Designated Issuers.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Issuer agrees to issue and sell to the UnderwritersInitial Purchasers, and the Underwriters Initial Purchasers agree, severally and not jointly, to purchase from the Company Issuer, at a purchase price of 97% of the gross proceeds thereof plus accrued interest and any increase in accreted value from May 19, 1997 to the Closing Date (as hereinafter defined), the respective number principal amounts at maturity of Firm Units the Offered Securities set forth opposite the names of the Underwriters several Initial Purchasers in Schedule A hereto. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions Issuer will deliver against payment of the Firm Units as soon after purchase price the effective date of the Registration Statement as Offered Securities in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth form of one or more permanent global securities in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit definitive form (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option "Global Securities") purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) deposited with the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives as custodian for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company or, at the election of the Representatives, ("DTC") and registered in the name of Cede & Co., as nominee for DTC, and such other securities in definitive, fully registered form of definitive certificatesas CSFBC shall request for delivery to institutional "accredited investors" (the "AI Securities"). Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in each such case, issued the limited circumstances described in such names and the Offering Document. Payment for the Offered Securities shall be made by the Initial Purchasers in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor Federal (same-day) funds by wire transfer to an account in federal (same day) funds New York previously designated to the Trust Account and such other account(s) as may be specified CSFBC by the Company. Time shall be of the essence, and delivery Issuer at a bank acceptable to CSFBC at the time and place specified pursuant to this Agreement is a condition office of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 NoonKirkland & Ellis, Citicorp Center, 153 East 53rd Street, New York, Xxx Xxxx, ax 00:00 a.m. (New York timetxxx), on _________xx Xxx 00, 20200000, in accordance with Rule 15c6-1 of xx xx xxxx xxxxx time not later than seven full business days thereafter as CSFBC and the Exchange Act. The Issuer determine, such time and date of such payment and delivery are being herein referred to as the “Initial "Closing Date”", against delivery to the Trustee as custodian for DTC of the Global Securities and delivery to CSFBC of the AI Securities. The Initial Closing Date Global Securities and AI Securities will be made available for checking at the location of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants above office at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees Issuers agree to issue and sell to the Underwriterseach Purchaser, and the Underwriters agreeeach Purchaser agrees, severally and not jointly, to purchase from the Company Issuers, at a purchase price of 99% of the principal amount thereof plus accrued interest, if any, from October 11, 2017 to the Closing Date, the respective number principal amount of Firm Units Securities set forth opposite the names of the Underwriters in several Purchasers on Schedule A hereto. The Company is advised Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by the Representatives that Purchasers hereunder and to be offered and sold by the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as Purchasers in reliance on Regulation S in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth form of one temporary global security in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit registered form without interest coupons (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Regulation S Global Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) which will be deposited on the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) Closing Date with the Trustee under the as custodian for The Depository Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives (“DTC”) for the respective accounts of the several UnderwritersDTC participants for Euroclear Bank, through the facilities of The Depository Trust Company orS.A./N.V., at the election Brussels office, as operator of the RepresentativesEuroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by the Purchasers hereunder and to be offered and sold by the Purchasers in reliance on Rule 144A under the Securities Act in the form of one or more permanent global securities in definitive certificates, in each such case, issued in such names and in such denominations as form without interest coupons (the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, “Restricted Global Securities”) deposited on the business day immediately preceding the Closing Date against payment with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Regulation S Global Securities and the Restricted Global Securities shall include the appropriate legends regarding restrictions on transfer set forth under “Transfer Restrictions” in the Final Offering Circular. Until the termination of the aggregate Purchase Price therefor distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by wire transfer the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in federal any permanent global Offered Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Final Offering Circular. Payment for the Offered Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to the Trust Account and such other account(s) as may be an account specified by the Company. Time shall be of the essence, and delivery Company at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 at 9:00 am (Eastern time) on October 11, 2017, or at such other time not later than seven full business days thereafter as the Representatives and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The Issuers determine, such time and date of the delivery and closing shall be at 12:00 Noon, New York time, on _________, 2020, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”. The Initial Closing Date and the location of ,” against delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants to the several Underwriters Representatives through the option (the “Over-Allotment Option”) to purchase, and upon the basis facilities of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)DTC.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Issuer agrees to issue and sell to the UnderwritersInitial Purchasers, and the Underwriters Initial Purchasers agree, severally and not jointly, to purchase from the Company Issuer the respective number principal amounts of Firm Units Offered Securities set forth opposite the names of the Underwriters Initial Purchasers in Schedule A hereto. The Company is advised by the Representatives that the Underwriters intend (i) to make , at a public offering purchase price of their respective portions 67.817% of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters principal amount thereof plus accrued interest from March 13, 1996 to the Company for the Firm Units will be Closing Date (net of discounts and commissions to the Underwriters) $9.80 per Unit (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”as hereinafter defined). The Deferred Discount Issuer will be payable from amounts on deposit deliver against payment of the purchase price the Offered Securities in the Trust Account as described form of one or more permanent global Securities in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement definitive form (the “Public Stockholders”), (i"Global Securities") the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) deposited with the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives as custodian for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company or("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Initial Purchasers in Federal (same-day) funds by wire transfer to an account in New York previously designated to CSFBC by the Issuer at a bank acceptable to CSFBC at the election office of the RepresentativesCravath, in the form of definitive certificates, in each such case, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given SwaineE& Moore at or prior to 12:00 Noon, 10:00 a.x. (New York time), on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to the Trust Account and March 13, 1996, or at such other account(s) time not later than seven full business days thereafter as may be specified by CSFBC and the Company. Time shall be of the essenceIssuer determine, and delivery at the such time and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 Noon, New York time, on _________, 2020, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are being herein referred to as the “Initial "Closing Date”", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Initial Closing Date and Global Securities will be made available for checking at the location above office of delivery ofCravath, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants SwaineE& Moore at least 00Xxxurs prior to the several Underwriters Closing Date. Notwithstanding the option foregoing, any Offered Securities sold to Institutional Accredited Investors (as hereinafter defined) pursuant to Section 4(c) shall be issued in definitive, fully registered form and shall bear the “Over-Allotment Option”) to purchaselegend relating thereto set forth under "Transfer Restrictions" in the Offering Documents, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters but shall have the right to purchase, severally and not jointly, from the Company, ratably be paid for in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at manner as any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units Offered Securities to be purchased by the Underwriters Initial Purchasers hereunder and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be offered and sold to each Underwriter shall be by them in reliance on Rule 144A under the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Securities Act.

Purchase, Sale and Delivery of Offered Securities. On The Company agrees to sell to the Underwriters, and on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and each of the Underwriters agreeagrees, severally and not jointly, to purchase from the Company Company, at a purchase price of 96.984% of the principal amount of the Offered Securities, plus accrued interest from May 11, 2009 to the Closing Date in the respective number principal amounts of Firm Units the Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions will deliver against payment of the Firm Units as soon after purchase price the effective date of the Registration Statement as Offered Securities in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth form of permanent global securities in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit definitive form (the “Purchase PriceGlobal Securities”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) deposited with the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives as custodian for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company or, at the election of the Representatives, (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Final Prospectus, the Registration Statement and the Time of definitive certificates, in each such case, issued in such names and in such denominations as Sale Information. Payment for the Representatives may direct Offered Securities shall be made by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer Underwriters in federal (same day) funds by wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to the Trust Account and such other account(s) as may be specified by the Company. Time shall be of the essence, and delivery Representatives at the time and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 Noon, 10:30 A.M. (New York City time), on _________May 11, 20202009, in accordance with Rule 15c6-1 of the Exchange Act. The such time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”,” against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Initial Global Securities will be made available for checking at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP not later than 2:00 p.m., New York City time, on the Business Day prior to the Closing Date Date. The Company acknowledges and agrees that the location Underwriters are acting solely in the capacity of delivery of, and the form of payment for, the Firm Units may be varied by agreement between an arm’s length contractual counterparty to the Company with respect to the offering of the Offered Securities (including in connection with determining the terms of such offering) and the Representatives. In additionnot as a financial advisor or a fiduciary to, or an agent of, the Company hereby grants or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to 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 several Underwriters the option (the “Over-Allotment Option”) to purchasetransactions contemplated hereby, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have no responsibility or liability to the right to purchase, severally and not jointly, from Company with respect thereto. Any review by the Underwriters of the Company, ratably in accordance with the number of Firm Units transactions contemplated hereby or other matters relating to such transactions will be purchased by each of them, all or a portion performed solely for the benefit of the Optional Units as may Underwriters and shall not be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares).

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell to the Underwritersseveral Purchasers, and each of the Underwriters agreePurchasers agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of 98.500% of the principal amount thereof plus accrued interest thereon from September 15, 2012 to the Closing Date, the respective number principal amounts of Firm Units Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company is advised will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as Purchasers in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit reliance on Regulation S (the “Purchase PriceRegulation S Securities”). In addition to the discount from the public Offering price represented by the Purchase Price set forth ) in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount form of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder one permanent global security in registered form without interest coupons (the “Deferred DiscountOffered Regulation S Global Securities”). The Deferred Discount ) which will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) deposited with the Trustee under the as custodian for The Depository Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives (“DTC”) for the respective accounts of the several Underwriters, through the facilities of The Depository DTC participants for Xxxxxx Guaranty Trust Company orof New York, at the election Brussels office, as operator of the RepresentativesEuroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one permanent global security in definitive certificatesform without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Offered Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in each such casethe Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, issued interests in such names the Offered Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in such denominations any permanent global securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by notice the Purchasers in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxx Fargo drawn to the Trust Account and such other account(s) as may be specified by the Company. Time shall be order of the essence, and delivery Company at the time and place specified pursuant to this Agreement is a condition office of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX at 12:00 Noon10:00 a.m., (New York time), on _________December 5, 20202012, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as the Exchange Act. The Representative and the Company determine, such time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Offered Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Initial Closing Date Offered Regulation S Global Securities and the location Restricted Global Securities will be made available for checking at the above office of delivery ofCravath, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants Swaine & Xxxxx LLP at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Issuer agrees to issue and sell to the UnderwritersPurchasers, and the Underwriters Purchasers agree, severally and not jointly, to purchase from the Company Issuer, at a purchase price (the “Purchase Price”) of 100% of the accreted value thereof as of the Closing Date, the respective number principal amount at maturity of Firm Units Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company is advised Issuer will deliver against payment of the purchase price the Offered Securities in the form of Global Securities to the Book-Entry Depositary pursuant to the Deposit Agreement, and the simultaneous confirmation by the Representatives Book-Entry Depositary that the Underwriters intend (i) to make a public offering of their respective portions of CDIs representing such Global Securities have been deposited with the Firm Units Trustee, as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company custodian for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company or(“DTC”), at and registered in the election books and records of the Representatives, Book-Entry Depositary in the name of Cede & Co., as nominee for the DTC. Interests in the CDIs representing the Global Securities will be held only in book-entry form of definitive certificatesthrough DTC and its participants (including Euroclear and Clearstream), except in each such case, issued the limited circumstances described in such names and the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the business same day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor funds by wire transfer in federal (same day) funds to the Trust Account and such other account(s) as may be an account specified by the Company. Time shall be of Issuer on the essence, and delivery at the time and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 Noon, New York time, on _________, 2020, in accordance with tenth business day (as permitted under Rule 15c6-1 of under the Exchange Act. The ) following the date hereof, or at such other time not later than fifteen full business days thereafter as CSFB and date of the Issuer determine, such payment and delivery are time being herein referred to as the “Initial Closing Date”,” against (i) delivery to the Book-Entry Depositary pursuant to the Deposit Agreement of Global Securities representing all of the Offered Securities, (ii) the confirmation by the Book-Entry Depositary, in a form reasonably satisfactory to you, that the CDIs representing such Global Securities have been deposited with the Trustee, as custodian for DTC, and have been registered in the books and records of the Book-Entry Depositary in the name of Cede & Co., as nominee for the DTC; and (iii) credited to accounts at DTC specified by the Purchasers of book-entry interests in the CDIs. The Initial Closing Date Global Securities and the location CDIs will be made available for checking at the above office of delivery ofXxxxxx & Xxxxxxx at least 24 hours prior to the Closing Date. The closing referred to above will take place at the office of Xxxxxx & Xxxxxxx, and 00 Xxxxxxxxxxx, Xxxxxx XX0X 0XX at 1:30 pm (London time) on the form of payment forClosing Date. As compensation for the Purchasers’ commitments, the Firm Units may Issuer will pay (or cause to be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”paid) to purchase, and upon CSFB for their proportionate accounts the basis sum of 2.25% of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion aggregate Purchase Price of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be Offered Securities purchased by the Underwriters and Purchasers on the date and time Closing Date as commissions for delivery sale of and the Offered Securities under this Agreement. Such payment for will be made on the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion Closing Date with respect to the aggregate number of Optional Units being Offered Securities purchased as on the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Units set forth opposite the names of the Underwriters in Schedule A hereto. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company or, at the election of the Representatives, in the form of definitive certificates, in each such case, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to the Trust Account and such other account(s) as may be specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 Noon, New York time, on _________, 2020, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Initial Closing Date”. The Initial Closing Date and the location of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forthforth herein, the Underwriters shall have Company agrees to sell to the right Initial Purchaser, and the Initial Purchaser agrees to purchase, severally and not jointly, purchase from the Company, ratably at a purchase price of 99.0% of the principal amount thereof plus accrued interest from December 21, 2012 to the Closing Date (as hereinafter defined), the Offered Securities. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser in accordance reliance on Regulation S (the “Regulation S Securities”) in the form of one or more permanent global Securities in registered form without interest coupons (the “Offered Regulation S Global Securities”) which will be deposited with the number of Firm Units to be purchased by each of them, all or a portion Trustee as custodian for The Depository Trust Company (“DTC”) for the respective accounts of the Optional Units DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as may be necessary to cover over-allotments made in connection with the offering operator of the Firm UnitsEuroclear System (“Euroclear”), at and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the same name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units Offered Securities to be purchased by the Underwriters Initial Purchaser hereunder and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be offered and sold to each Underwriter shall be by the number which bears Initial Purchaser in reliance on Rule 144A (the same proportion to “144A Securities”) in the aggregate number form of Optional Units being purchased one permanent global security in definitive form without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as the number of Firm Units set forth opposite custodian for DTC and registered in the name of such Underwriter Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on Schedule A hereto bears transfer set forth under “Transfer Restrictions” in the Final Offering Memorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the total number offering of Firm Units (subjectthe Offered Securities, interests in each casethe Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, to such adjustment Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the Representatives case may determine be, except in the limited circumstances described in the Final Offering Memorandum. Payment for the Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser in Federal (same day) funds by wire transfer to eliminate fractional sharesan account at a bank designated by the Company pursuant to written instructions provided by the Company, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities, at the office of Xxxxxx & Xxxxxx L.L.P., First City Tower, 0000 Xxxxxx Xxxxxx, Suite 2500, Houston, Texas 77002 at 10:00 a.m. (New York time), on December 21, 2012, or at such other time not later than seven full business days thereafter as the Initial Purchaser and the Company determine, such time being herein referred to as the “Closing Date”. The Offered Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Xxxxxx & Xxxxxx L.L.P. at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersPurchaser, and the Underwriters agree, severally and not jointly, Purchaser agrees to purchase from the Company the respective number Company, at a purchase price of Firm Units set forth opposite the names 100.9625% of the Underwriters in Schedule A hereto. The Company is advised by principal amount thereof plus accrued interest from May 15, 2005 to the Representatives that the Underwriters intend Closing Date (i) to make a public offering of their respective portions exclusive of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit (the “Purchase Price”Closing Date). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Offered Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver against payment of the Firm Units purchase price the Offered Securities, with the Guarantees endorsed thereon, to be purchased by the Representatives Purchaser hereunder and to be offered and sold by the Purchaser in reliance on Regulation S (the “Regulation S Securities”) in the form of one or more permanent global securities in registered form without interest coupons (the “Regulation S Global Securities”) which will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) for the respective accounts of the several UnderwritersDTC participants for Euroclear Bank S.A./ N.V., through the facilities of The Depository Trust Company or, at the election as operator of the RepresentativesEuroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities will be held only in book entry form through DTC, except in the limited circumstances described in the Offering Document. The Company will deliver against payment of the purchase price the Offered Securities, with the Guarantees endorsed thereon, to be purchased by the Purchaser hereunder and to be offered and sold by the Purchaser in reliance on Rule 144A under the Securities Act (the “144A Securities”) in the form of definitive certificatesone or more permanent global securities in registered form without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities and the Regulation S Global Securities shall include the applicable legend regarding restrictions on transfer set forth under “Transfer Restrictions” in each such casethe Offering Document. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, issued interests in such names the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in such denominations any permanent global securities will be held only in book entry form through Euroclear, Clearstream, Luxembourg or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Offering Document. Payment for the Regulation S Securities and the 144A Securities, each with the Guarantees endorsed thereon, shall be made by notice the Purchaser in writing immediately available funds by official check or checks or wire transfer to an account at a bank acceptable to the Purchaser drawn to the order of the Company given at or prior to 12:00 Noonthe office of Pxxxxx Xxxxxxxx LLP, New York 3000 Two Lxxxx Square, Eighteenth and Axxx Xxxxxxx Xxxxxxxxxxxx, XX 00000-0000 at 9:00 a.m., (Philadelphia time), on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to the Trust Account and June 23, 2005, or at such other account(s) time not later than seven full business days thereafter as may be specified by the Company. Time shall be of Purchaser and the essenceCompany determine, and delivery at the such time and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 Noon, New York time, on _________, 2020, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities, with the Guarantees endorsed thereon, representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities, with the Guarantees endorsed thereon, representing all of the 144A Securities. The Initial Closing Date Regulation S Global Securities and the location Restricted Global Securities will be made available for checking at the above office of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants Pxxxxx Xxxxxxxx LLP at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees Issuers agree to issue and sell to the Underwriterseach Purchaser, and the Underwriters agreeeach Purchaser agrees, severally and not jointly, to purchase from the Company Issuers, at a purchase price of 98% of the principal amount thereof plus accrued interest from May 27, 2016 to the Closing Date, the respective number principal amount of Firm Units Securities set forth opposite the names of the Underwriters in several Purchasers on Schedule A hereto. The Company is advised Issuers will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as Purchasers in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit reliance on Regulation S (the “Purchase PriceRegulation S Securities”). In addition to the discount from the public Offering price represented by the Purchase Price set forth ) in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount form of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder one temporary global security in registered form without interest coupons (the “Deferred DiscountRegulation S Global Securities”). The Deferred Discount ) which will be payable from amounts deposited on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) Closing Date with the Trustee under the as custodian for The Depository Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives (“DTC”) for the respective accounts of the several UnderwritersDTC participants for Euroclear Bank, through the facilities of The Depository Trust Company orS.A./N.V., at the election Brussels office, as operator of the RepresentativesEuroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act (the “144A Securities”) in the form of one permanent global security in definitive certificates, in each such case, issued in such names and in such denominations as form without interest coupons (the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, “Restricted Global Securities”) deposited on the business day immediately preceding the Closing Date against payment with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Regulation S Global Securities and the Restricted Global Securities shall include the appropriate legends regarding restrictions on transfer set forth under “Transfer Restrictions” in the Final Offering Circular. Until the termination of the aggregate Purchase Price therefor distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by wire transfer the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in federal any permanent global Offered Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Final Offering Circular. Payment for the Offered Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to the Trust Account and such other account(s) as may be an account specified by the Company. Time shall be of the essence, and delivery Company at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 at 9:00 am (Eastern time) on May 27, 2016, or at such other time not later than seven full business days thereafter as the Representatives and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The Issuers determine, such time and date of the delivery and closing shall be at 12:00 Noon, New York time, on _________, 2020, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”. The Initial Closing Date and the location of ,” against delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants to the several Underwriters Representatives through the option (the “Over-Allotment Option”) to purchase, and upon the basis facilities of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)DTC.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell to the Underwritersseveral Purchasers, and each of the Underwriters agreePurchasers agrees, severally and not jointly, to purchase from the Company the respective number Company, at a purchase price of Firm Units set forth opposite the names 98.00% of the Underwriters in Schedule A hereto. The Company is advised by principal amount thereof plus accrued interest from October 16, 2007 to the Representatives that the Underwriters intend First Closing Date (i) to make a public offering of their respective portions as hereinafter defined), U.S. $250,000,000 principal amount of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver against payment of the purchase price the Firm Units Securities to the Representatives for the respective accounts of be purchased by the several Underwriters, through Purchasers hereunder and to be offered and sold by the facilities of The Depository Trust Company or, at Purchasers in reliance on Rule 144A (the election of the Representatives, “Firm 144A Securities”) in the form of one permanent global security in definitive certificatesform without interest coupons (the “Firm Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Firm Restricted Global Securities shall be assigned separate CUSIP numbers. The Firm Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in each such casethe Final Offering Circular. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, issued in such names and in such denominations Clearstream, Luxembourg or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Final Offering Circular. Payment for the Firm 144A Securities shall be made by notice the Purchasers in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the Trust Account and order of the Company at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M., (New York City time), on October 16, 2007, or at such other account(s) time not later than seven full business days thereafter as may be specified by Credit Suisse and the Company. Time shall be of the essenceCompany determine, and delivery at the such time and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 Noon, New York time, on _________, 2020, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are being herein referred to as the “Initial First Closing Date”, against delivery to the Trustee as custodian for DTC of the Firm Restricted Global Securities representing all of the Firm 144A Securities. The Initial Firm Restricted Global Securities will be made available for checking at the above office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the First Closing Date and the location of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the RepresentativesDate. In addition, upon written notice from the Representative given to the Company hereby grants from time to time not more than 13 days subsequent to the date of this Agreement, the Purchasers may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accrued interest thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the several Underwriters Purchasers the option (principal amount of Optional Securities specified in such notice and the “Over-Allotment Option”) Purchasers agree to purchasepurchase such Optional Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and upon delivered. The right to purchase the basis of the representations Optional Securities or any portion thereof may be exercised from time to time and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and extent not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as previously exercised may be necessary to cover over-allotments made in connection with the offering of the Firm Units, surrendered and terminated at the same purchase price per Firm Unit to be paid any time upon notice by the Underwriters Credit Suisse to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and Each time for the delivery of and payment for the Optional UnitsSecurities, being herein referred to as the “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representative on behalf of the several Purchasers but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given, provided that any Optional Closing Date shall occur within the thirteen day period beginning on, and including the First Closing Date. The number of Payment for the Optional Units Securities being purchased on such Optional Closing Date by the Purchasers hereunder and to be offered and sold to each Underwriter by the Purchasers in reliance on Rule 144A (“Optional 144A Securities”) shall be made by the number which bears the Purchasers by in Federal (same proportion day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the aggregate number order of the Company at the above office of Cravath, Swaine & Xxxxx LLP, against delivery to the Trustee of the Restricted Global Securities representing all of the Optional Units Rule 144A Securities being purchased as the number of Firm Units set forth opposite the name of on such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company Issuer agrees to issue and sell to the Underwritersseveral Purchasers, and each of the Underwriters agreePurchasers agrees, severally and not jointly, to purchase from the Company Issuer, at a purchase price of 97.375% of the principal amount thereof plus accrued interest from January 25, 2007 to the Closing Date (as hereinafter defined), the respective number principal amounts of Firm Units Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company is advised Issuer will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as Purchasers in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit reliance on Regulation S (the “Purchase PriceRegulation S Securities”). In addition to the discount from the public Offering price represented by the Purchase Price set forth ) in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount form of $0.35 per Unit (for both Underwritten one or more permanent global Securities and Option Securities) purchased hereunder in registered form without interest coupons (the “Deferred DiscountOffered Regulation S Global securities”). The Deferred Discount ) which will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) deposited with the Trustee under the as custodian for The Depository Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives (“DTC”) for the respective accounts of the several UnderwritersDTC participants for a common depositary, through the facilities of The Depository Trust Company or, at the election as operator of the RepresentativesEuroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Issuer will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one permanent global security in definitive certificatesform without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in each such casethe Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, issued interests in such names the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in such denominations any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by notice the Purchasers in writing Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of the Company given or as directed by the Company at or prior to 12:00 Noonthe office of Xxxx Xxxxxxx LLP, at 10:00 a.m., New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to the Trust Account and January 25, 2007, or at such other account(s) time not later than seven full business days thereafter as may be specified by Credit Suisse and the Company. Time shall be of the essenceIssuer determine, and delivery at the such time and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 Noon, New York time, on _________, 2020, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the offered 144A Securities. The Initial Closing Date Regulation S Global Securities and the location Restricted Global Securities will be made available for checking at the above office of delivery ofCravath, and the form of payment forSwaine & Xxxxx LLP, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersPurchaser, and the Underwriters agree, severally and not jointly, Purchaser agrees to purchase from the Company Company, the respective number Offered Securities at a purchase price of Firm Units set forth opposite the names 99.375% of the Underwriters in Schedule A hereto. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters principal amount thereof plus accrued interest from August 23, 2001 to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basisClosing Date. The Company will deliver against payment of the Firm Units purchase price the Offered Securities to be purchased by the Representatives Purchaser hereunder and to be offered and sold by the Purchaser in reliance on Regulation S (the "Regulation S Securities") in the form of one or more global securities in registered form without interest coupons (the "Regulation S Global Securities") which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the several UnderwritersDTC participants for Euroclear Bank S.A./N.V., through the facilities of The Depository Trust Company or, at the election as operator of the RepresentativesEuroclear System ("Euroclear"), and Clearstream Banking S.A., ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the Offering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global securities will be held only in book-entry form of definitive certificatesthrough Euroclear, in each such caseClearstream, issued in such names and in such denominations Luxembourg or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Offering Document. Payment for the Regulation S Securities shall be made by notice the Purchaser in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Trust Account and such other account(s) as may be specified by the Company. Time shall be of the essence, and delivery Purchaser at the time and place specified pursuant to this Agreement is a condition Los Angeles office of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, at 12:00 Noon9:00 a.m., (New York time), on _________August 23, 20202001, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as the Exchange Act. The Purchaser and the Company determine, such time and date of such payment and delivery are being herein referred to as the “Initial "Closing Date”," against delivery to the Trustee as custodian for DTC of the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg. The Initial Closing Date and Regulation S Global Securities will be made available for checking at the location above office of delivery ofSkadden, and the form of payment forArps, the Firm Units may be varied by agreement between the Company and the Representatives. In additionSlate, the Company hereby grants Xxxxxxx & Xxxx LLP at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell to the Underwritersseveral Purchasers, and each of the Underwriters agreePurchasers agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of 97.250% of the principal amount thereof, the respective number principal amounts of Firm Units Notes set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company is advised will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as Purchasers in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit reliance on Regulation S (the “Purchase PriceRegulation S Securities”). In addition to the discount from the public Offering price represented by the Purchase Price set forth ) in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount form of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder one or more permanent global securities in registered form without interest coupons (the “Deferred DiscountRegulation S Global Securities”). The Deferred Discount ) which will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) deposited with the Trustee under the as custodian for The Depository Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives (“DTC”) for the respective accounts of the several Underwriters, through the facilities of The Depository DTC participants for Xxxxxx Guaranty Trust Company orof New York, at the election Brussels office, as operator of the RepresentativesEuroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one permanent global security in definitive certificatesform without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in each such casethe Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, issued interests in such names the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in such denominations any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Final Offering Circular. Payment for the Offered Securities shall be made by notice the Purchasers in writing Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of the Company given at or prior to 12:00 Noonthe office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m., New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to the Trust Account and November 16, 2010, or at such other account(s) time not later than seven full business days thereafter as may be specified by Credit Suisse and the Company. Time shall be of the essenceCompany determine, and delivery at the such time and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 Noon, New York time, on _________, 2020, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Initial Closing Date Regulation S Global Securities and the location Restricted Global Securities will be made available for checking at the above office of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants Shearman & Sterling LLP at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersPurchaser, and the Underwriters agree, severally and not jointly, Purchaser agrees to purchase from the Company the respective number Company, at a purchase price of Firm Units set forth opposite the names 97% of the Underwriters in Schedule A hereto. The Company is advised by principal amount thereof plus accrued interest from May 28, 2003 to the Representatives that the Underwriters intend First Closing Date (i) to make a public offering of their respective portions of as hereinafter defined), all the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver against payment of the purchase price the Firm Units to Securities offered and sold by the Representatives Purchaser in reliance on Rule 144A under the Securities Act in the form of one or more permanent global Securities in definitive form (the “Firm Global Securities”) deposited with the Trustee as custodian for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company or, at the election of the Representatives, (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form of definitive certificatesthrough DTC, except in each such case, issued the limited circumstances described in such names and the Offering Document. The Global Securities shall include the legend regarding restrictions on transfer set forth under the heading “Transfer Restrictions” in such denominations as the Representatives may direct Offering Document. Payment for the Firm Securities shall be made by notice the Purchaser in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by wire transfer to an account at a bank designated by the Company and acceptable to the Trust Account and such other account(s) as may be specified by Purchaser drawn to the Company. Time shall be order of the essence, and delivery Company at the time and place specified pursuant to this Agreement is a condition office of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be Cravath, Swaine & Xxxxx LLP at 12:00 Noon, 10:00 A.M. (New York time), on _________May 28, 20202003, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as Xxxxxx Brothers Inc. and the Exchange Act. The Company determine, such time and date of such payment and delivery are being herein referred to as the “Initial First Closing Date”. The Initial Closing Date and the location of , against delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units Trustee as may be necessary to cover over-allotments made in connection with the offering custodian for DTC of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf Global Securities representing all of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares).Firm

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell to the Underwritersseveral Purchasers, and each of the Underwriters agreePurchasers agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of 92.134% of the principal amount thereof, the respective number principal amounts of Firm Units Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company is advised will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as Purchasers in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit reliance on Regulation S (the “Purchase PriceRegulation S Securities”). In addition to the discount from the public Offering price represented by the Purchase Price set forth ) in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount form of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder one or more permanent global securities in registered form without interest coupons (the “Deferred DiscountOffered Regulation S Global Securities”). The Deferred Discount ) which will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) deposited with the Trustee under the as custodian for The Depository Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives (“DTC”) for the respective accounts of the several Underwriters, through the facilities of The Depository DTC participants for Xxxxxx Guaranty Trust Company orof New York, at the election Brussels office, as operator of the RepresentativesEuroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one permanent global security in definitive certificatesform without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in each such casethe Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, issued interests in such names the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in such denominations any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by notice the Purchasers in writing Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of the Company given at or prior to 12:00 Noonthe office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to the Trust Account and June 24, 2009, or at such other account(s) time not later than seven full business days thereafter as may be specified by Credit Suisse and the Company. Time shall be of the essenceCompany determine, and delivery at the such time and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 Noon, New York time, on _________, 2020, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Initial Closing Date Regulation S Global Securities and the location Restricted Global Securities will be made available for checking at the above office of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants Shearman & Sterling LLP at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersPurchasers, and the Underwriters Purchasers agree, severally and not jointly, to purchase from the Company Company, at a purchase price of 97.75% of the principal amount thereof plus accrued interest from April 1, 2004 to the Closing Date (as defined below), the respective number principal amounts of Firm Units the Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company is advised will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Representatives that Purchasers in reliance on Regulation S (the Underwriters intend "REGULATION S SECURITIES") in the form of one or more permanent global Securities in registered form without interest coupons (ithe "REGULATION S GLOBAL SECURITIES"), which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") to make a public offering and registered in the name of their respective portions Cede & Co., as nominee for DTC. The Company will deliver against payment of the Firm Units purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act (the "144A SECURITIES") in the form of one or more permanent global securities in definitive form without interest coupons (the "RESTRICTED GLOBAL SECURITIES") deposited with the Trustee as soon after custodian for DTC and registered in the effective date name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the Offering Document. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFB drawn to the order of the Registration Statement Company at the office of Vinson & Elkins L.L.P. at 9:00 A.M. (New York time), on April 1, 2004, xx xx suxx xxxer time not later than five full business days thereafter as in CSFB and the Representatives’ judgment is advisable and (ii) initially Company determine, such time being herein referred to offer as the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters "CLOSING DATE," against delivery to the Company Trustee as custodian for the Firm Units will be (net DTC of discounts and commissions to the Underwriters) $9.80 per Unit (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to Regulation S Global Securities representing all of the Deferred Discount Regulation S Securities and (ii) the Trustee under Restricted Global Securities representing all of the Trust Agreement is authorized to distribute 144A Securities. The Regulation S Global Securities and the Deferred Discount Restricted Global Securities will be made available for checking at the above office of Vinson & Elkins L.L.P. at least 24 hours prior to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company or, at the election of the Representatives, in the form of definitive certificates, in each such case, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to the Trust Account and such other account(s) as may be specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 Noon, New York time, on _________, 2020, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Initial Closing Date”. The Initial Closing Date and the location of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares).

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersPurchaser, and the Underwriters agree, severally and not jointly, Purchaser agrees to purchase from the Company Company, at a purchase price of 99.014% of the respective number principal amount thereof, the principal amount of Firm Units the Offered Securities set forth opposite the names name of the Underwriters Purchaser in Schedule A B hereto. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver against payment of the Firm Units purchase price the Offered Securities to be offered and sold by the Representatives Purchaser in reliance on Regulation S (the "REGULATION S SECURITIES") in the form of one or more permanent global Securities in registered form without interest coupons (the "REGULATION S GLOBAL SECURITIES") which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the several Underwriters, through the facilities of The Depository DTC participants for Morgan Guaranty Trust Company orof New York, at Brussels office, as operatox xx xhe Euroclear System ("EUROCLEAR"), and Clearstream Banking, societe anonyme ("CLEARSTREAM, LUXEMBOURG") and registered in the election name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the Representatives, purchase price the Offered Securities to be purchased by the Purchaser hereunder and to be offered and sold by the Purchaser in reliance on Rule 144A under the Securities Act (the "144A SECURITIES") in the form of one permanent global security in definitive certificatesform without interest coupons (the "RESTRICTED GLOBAL SECURITIES") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in each such casethe Offering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities, issued interests in such names the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in such denominations any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Offering Document. 5 Payment for the Regulation S Securities and the 144A Securities shall be made by notice the Purchaser in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by wire transfer to the Trust Account an account at a bank acceptable to CSFBC and such other account(s) as may be specified designated in writing by the Company. Time shall be of , not less than 48 hours prior to the essenceClosing Date, and delivery at the time and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 Noon9:00 A.M., (New York time), on _________June 10, 20202002, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as CSFBC and the Exchange Act. The Company determine, such time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”"CLOSING DATE", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Initial Closing Date and the location of delivery of, and the form of payment for, the Firm Units may Restricted Global Securities will be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, available for checking at the same purchase price per Firm Unit office of Andrews & Kurth Mayor, Day, Caldwell & Keeton L.L.P. at least 24 hours xxxxx to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)xxx Xlosing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersPurchasers, and the Underwriters Purchasers agree, severally and not jointly, to purchase from the Company Company, at a purchase price of 97.75% of the principal amount thereof plus accrued interest from February 19, 2004 to the Closing Date (as hereinafter defined), the respective number principal amounts of Firm Units Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company is advised by the Representatives that the Underwriters intend (i) will not be obligated to make a public offering of their respective portions deliver any of the Firm Units as soon after the effective date securities to be delivered hereunder except upon payment for all of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share securities to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basisherein. The Company will deliver against payment of the Firm Units purchase price the Offered Securities to be offered and sold by the Representatives Purchasers in reliance on Regulation S (the “Regulation S Securities”) in the form of one or more permanent global Securities in registered form without interest coupons (the “Regulation S Global securities”) which will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters, through the facilities of The Depository DTC participants for Xxxxxx Guaranty Trust Company orof New York, at the election Brussels office, as operator of the RepresentativesEuroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act (the “144A Securities”) in the form of one permanent global security in definitive certificatesform without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in each such casethe Offering Document. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, issued interests in such names the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in such denominations any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Offering Document. Payment for the Regulation S Securities and the 144A Securities shall be made by notice the Purchasers in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by official check or checks or wire transfer to the Trust Account and such other account(s) Company or as may be specified otherwise directed in writing by the Company. Time shall be of the essence, and delivery Company at the time and place specified pursuant to this Agreement is a condition office of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be King & Spalding LLP at 12:00 Noon10:00 A.M., (New York time), on _________February 19, 20202004, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as CSFB and the Exchange Act. The Company determine, such time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”,” against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Initial Closing Date Regulation S Global Securities and the location Restricted Global Securities will be made available for checking at the above office of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants King & Spalding LLP at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersPurchasers, and the Underwriters Purchasers agree, severally and not jointly, to purchase from the Company Company, at a purchase price of 103.88% of the principal amount thereof plus accrued interest from October 1, 2003, to the Closing Date (as hereinafter defined) the respective number principal amounts of Firm Units Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company is advised will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as Purchasers in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit reliance on Regulation S (the “Purchase PriceRegulation S Securities”). In addition to the discount from the public Offering price represented by the Purchase Price set forth ) in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount form of $0.35 per Unit (for both Underwritten one or more temporary global Securities and Option Securities) purchased hereunder in registered form without interest coupons (the “Deferred DiscountTemporary Regulation S Global Securities”). The Deferred Discount ) which will be payable from amounts on deposit deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the Trust Account name of Cede & Co., as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basisnominee for DTC. The Company will deliver the Firm Units to the Representatives for the respective accounts against payment of the several Underwriters, through purchase price the facilities of The Depository Trust Company or, at Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the election of Securities Act (the Representatives, “144A Securities”) in the form of one or more permanent global security in definitive certificatesform without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Temporary Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in each such casethe Offering Document. Interests in any permanent global Securities will be held only in book-entry form through DTC, issued except in such names the limited circumstances described in the Offering Document. Payment for the Temporary Regulation S Global Securities and the 144A Securities shall be made by the Purchasers in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by wire transfer to an account of the Company or an account as the Company may direct at a bank acceptable to the Trust Account and such other account(s) as may be specified by the Company. Time shall be of the essenceRepresentative, and delivery at the time and place specified pursuant to this Agreement is a condition office of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be Cravath, Swaine & Xxxxx LLP at 12:00 Noon, 9:30 a.m. (New York time) on February 17, on _________2004, 2020or at such other place or time not later than seven full business days thereafter as the Representative and the Company determine, in accordance with Rule 15c6-1 of the Exchange Act. The such time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Temporary Regulation S Global Securities representing all of the Regulation S Securities and (ii) the Restricted Global Securities representing all of the 144A Securities. The Initial Closing Date Temporary Regulation S Global Securities and the location Restricted Global Securities will be made available for checking at the office of delivery ofCravath, and the form Swaine & Xxxxx LLP or such other place of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants closing at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersPurchasers, and the Underwriters Purchasers agree, severally and not jointly, to purchase from the Company Company, at a purchase price of 97% of the principal amount thereof plus accrued interest from June 12, 2002 to the Closing Date (as hereinafter defined), the respective number principal amounts of Firm Units Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company is advised will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Representatives that Purchasers in reliance on Regulation S (the Underwriters intend (i"REGULATION S SECURITIES") to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and form of one or more permanent global Securities in registered form without interest coupons (iithe "OFFERED REGULATION S GLOBAL SECURITIES") initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units which will be (net of discounts and commissions to the Underwriters) $9.80 per Unit (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) deposited with the Trustee under the as custodian for The Depository Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives ("DTC") for the respective accounts of the several Underwriters, through the facilities of The Depository DTC participants for Xxxxxx Guaranty Trust Company orof New York, at the election Brussels office, as operator of the RepresentativesEuroclear System ("EUROCLEAR"), and Clearstream Banking, societe anonyme ("CLEARSTREAM, LUXEMBOURG") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A ("RULE 144A") under the Securities Act (the "144A SECURITIES") in the form of one permanent global security in definitive certificatesform without interest coupons (the "RESTRICTED GLOBAL SECURITIES") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in each such casethe Offering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities, issued interests in such names the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in such denominations any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Offering Document. Payment for the Regulation S Securities and the 144A Securities shall be made by notice the Purchasers in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by wire transfer to one or more accounts at a bank or banks acceptable to Credit Suisse First Boston Corporation and Xxxxxxx Xxxxx Barney Inc. (the Trust Account and such other account(s"REPRESENTATIVES") as may be specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a condition office of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be Debevoise & Xxxxxxxx at 12:00 Noon10:00 A.M., (New York time), on _________June 12, 20202002, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as The Representatives and the Exchange Act. The Company mutually determine, such time and date of such payment and delivery are being herein referred to as the “Initial "Closing Date”", against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Initial Closing Date Regulation S Global Securities and the location Restricted Global Securities will be made available for checking at the office of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants Debevoise & Xxxxxxxx at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements set forth herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell to the Underwriters, Initial Purchaser and the Underwriters agree, severally and not jointly, Initial Purchaser agrees herein to purchase from the Company Company, at a purchase price of 99.237% of the respective number principal amount thereof plus accrued interest, if any, from April 1, 2008 to the Closing Date (as hereinafter defined), the principal amount of Firm Units Offered Securities set forth opposite the names name of the Underwriters Initial Purchaser in Schedule A hereto. The Company is advised will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as Initial Purchaser in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit reliance on Regulation S (the “Purchase PriceRegulation S Securities”). In addition to the discount from the public Offering price represented by the Purchase Price set forth ) in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount form of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder one or more global securities in registered form without interest coupons (the “Deferred DiscountOffered Regulation S Global Securities”). The Deferred Discount ) which will be payable from amounts on deposit in deposited with the Trustee as custodian for The Depository Trust Account as described in Company (“DTC”) for the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders respective accounts of shares of Common Stock included in the Securities sold pursuant to this Agreement Euroclear S.A./N.V. (the “Public StockholdersEuroclear”), and Clearstream Banking, Société Anonyme (i“Clearstream, Luxembourg”) and registered in the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basisname of Cede & Co., as nominee for DTC. The Company will deliver the Firm Units to the Representatives for the respective accounts against payment of the several Underwriters, through purchase price the facilities of The Depository Trust Company or, at Offered Securities to be purchased by the election of Initial Purchaser hereunder and to be offered and sold by the Representatives, Initial Purchaser in reliance on Rule 144A (“Rule 144A”) under the Securities Act (the “144A Securities”) in the form of one or more permanent global securities in definitive certificatesform without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Offered Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in each such casethe Preliminary Offering Memorandum and the Final Offering Memorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, issued interests in such names the Offered Regulation S Global Securities may only be held by Euroclear and Clearstream, Luxembourg. Interests in such denominations any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Preliminary Offering Memorandum and the Final Offering Memorandum. Payment for the Regulation S Securities and the 144A Securities shall be made by notice the Initial Purchaser in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by official check or checks or wire transfer to the Trust Account and such other account(s) as may be an account at a bank specified in writing by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a condition office of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 12:00 Noon, 10:00 a.m. (New York time), on _________April 1, 20202008, in accordance with Rule 15c6-1 of or at such other time not later than five full business days thereafter as the Exchange Act. The Initial Purchaser and the Company jointly determine, such time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”,” against delivery to the Trustee as custodian for DTC of (i) the Offered Regulation S Global Securities representing all of the Regulation S Securities and (ii) the Restricted Global Securities representing all of the 144A Securities. The Initial Closing Date Offered Regulation S Global Securities and the location Restricted Global Securities will be made available for checking at the above office of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants Sxxxxxx Xxxxxxx & Bxxxxxxx LLP at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein containedcontained in this Agreement, but and subject to the terms and conditions herein set forthforth herein, the Company Issuer agrees to issue and sell to the UnderwritersInitial Purchasers, and the Underwriters Initial Purchasers agree, severally and but not jointly, to purchase from the Company Issuer the Notes at a purchase price of 98.25% of the principal amount thereof plus accrued interest from August 19, 1999 to the Closing Date in accordance with the respective number principal amounts of Firm Units the Offered Securities set forth opposite the names of the Underwriters Initial Purchasers in Schedule A hereto. The Company is advised Issuer will deliver against payment of the purchase price the Offered Securities to be initially offered and sold by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as Initial Purchasers in reliance on Regulation S in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth form of one or more temporary global securities in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit definitive, fully registered form without interest coupons (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option "Temporary Regulation S Global Securities) purchased hereunder (the “Deferred Discount”"). The Deferred Discount Temporary Regulation S Global Securities shall be registered in the name of the Depository Trust Company (the "U.S. Depository") or its nominee and deposited with the Indenture Trustee, at its Corporate Trust Office, as custodian for the U.S. Depository, duly executed by the Issuer and authenticated by the Indenture Trustee for credit to the respective accounts of beneficial owners of such global securities at Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of Euroclear, or Citibank, N.A. as operator and Cedelbank. On or after the termination of the relevant Distribution Compliance Period, interests in the Temporary Regulation S Global Security will be payable from amounts exchangeable for corresponding interests in an unrestricted global Security, in definitive, fully registered form without interest coupons. As used herein, the term "Distribution Compliance Period," with respect to global Securities offered and sold in reliance on deposit in Regulation S, means the Trust Account as described in period of 40 consecutive days beginning on and including the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders later of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims day on which the Securities of such series are first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S (according to a notice to the Deferred Discount Issuer and the Indenture Trustee provided by the Initial Purchaser(s), if any, of the offering of such Securities) and (ii) the Trustee date of the closing of such offering. Until the termination of the Distribution Compliance Period, interests in the Temporary Regulation S Global Securities may only be held by the U.S. Depository participants for Euroclear and Cedelbank. The Issuer will deliver against payment of the purchase price the Offered Securities to be purchased by each Initial Purchaser in reliance on Rule 144A under the Securities Act in the form of one or more global securities in definitive, fully-registered form without interest coupons (the "Restricted Global Security"). The Restricted Global Securities shall be registered in the name of the U.S. Depository or its nominee and deposited with the Indenture Trustee, at its Corporate Trust Agreement is authorized to distribute Office, as custodian for such U.S. Depository, duly executed on behalf of the Deferred Discount Issuer and authenticated by the Indenture Trustee as hereinafter provided. Payment for the Offered Securities shall be made by the Initial Purchasers in Federal (same day) funds by official check or checks or wire transfer to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units Bond Proceeds Account drawn to the Representatives order of the Collateral Trustee at the offices of Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 12:00 P.M. (New York time), on August 19, 1999 or at such other time and date not later than seven full business days thereafter as CSFBC and the Issuer may determine, such time being referred to herein as the "Closing Date," against delivery to the U.S. Depository or its designated custodian of (i) the Regulation S Global Securities representing all of the offered Regulation S securities for the respective accounts of the several Underwriters, through U.S. Depository participants for Euroclear and Cedelbank and (ii) the facilities Restricted Global Securities representing all of the 144A securities. The Depository Trust Company or, Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the election above office of the Representatives, in the form of definitive certificates, in each such case, issued in such names and in such denominations as the Representatives may direct by notice in writing Xxxxxxxx & Xxxxxxxx at least 24 hours prior to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to the Trust Account and such other account(s) as may be specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 Noon, New York time, on _________, 2020, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Initial Closing Date”. The Initial Closing Date and the location of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares).

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersPurchasers, and the Underwriters Purchasers agree, severally and not jointly, to purchase from the Company Company, at a purchase price of 98.125% of the principal amount thereof plus accrued interest from April 17, 2001 to the Closing Date (as hereinafter defined), the respective number principal amounts of Firm Units Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company is advised will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Representatives that Purchasers in reliance on Regulation S (the Underwriters intend (i"REGULATION S SECURITIES") to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and form of one or more permanent global securities in registered form without interest coupons (iithe "REGULATION S GLOBAL SECURITIES") initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units which will be (net of discounts and commissions to the Underwriters) $9.80 per Unit (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) deposited with the Trustee under the as custodian for The Depository Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives ("DTC") for the respective accounts of the several Underwriters, through the facilities of The Depository DTC participants for Morgxx Xxxranty Trust Company orof New York, at the election Brussels office, as operator of the RepresentativesEuroclear System ("EUROCLEAR"), and Cedelbank societe anonyme ("CEDELBANK") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act (the "144A SECURITIES") in the form of one permanent global security in definitive certificatesform without interest coupons (the "RESTRICTED GLOBAL SECURITIES") which will be deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in each such casethe Offering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities, issued interests in such names the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Cedelbank. Interests in such denominations any permanent global securities will be held only in book-entry form through Euroclear, Cedelbank or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Offering Document. Payment for the Regulation S Securities and the 144A Securities shall be made by notice the Purchasers in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the Trust Account and such other account(s) as may be specified by the Company. Time shall be order of the essence, and delivery AGCO Corporation at the time and place specified pursuant to this Agreement is a condition office of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 NoonKing & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 A.M., (New York time), on _________April 17, 20202001, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as CSFBC and the Exchange Act. The Company determine, such time and date of such payment and delivery are being herein referred to as the “Initial "Closing Date”", against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Cedelbank and (ii) the Restricted Global Securities representing all of the 144A Securities. The Initial Closing Date Regulation S Global Securities and the location Restricted Global Securities will be made available for checking at the above office of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants King & Spalding at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell to the Underwritersseveral Purchasers, and each of the Underwriters agreePurchasers agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of 96.5% of the principal amount thereof plus accrued interest from August 15, 2012 to the Closing Date (as hereinafter defined), the respective number principal amounts of Firm Units the Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company is advised will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as Purchasers in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit reliance on Regulation S (the “Purchase PriceRegulation S Securities”). In addition to the discount from the public Offering price represented by the Purchase Price set forth ) in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount form of $0.35 per Unit (for both Underwritten one or more permanent global Securities and Option Securities) purchased hereunder in registered form without interest coupons (the “Deferred DiscountOffered Regulation S Global securities”). The Deferred Discount ) which will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) deposited with the Trustee under the as custodian for The Depository Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives (“DTC”) for the respective accounts of the several Underwriters, through the facilities of The Depository DTC participants for Xxxxxx Guaranty Trust Company orof New York, at the election Brussels office, as operator of the RepresentativesEuroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one permanent global security in definitive certificatesform without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Notice to Investors” in each such casethe Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, issued interests in such names the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in such denominations any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by notice the Purchasers in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by wire transfer pursuant to the Trust Account and terms of the Escrow Agreement at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, at 9:00 a.m., (Houston time), on October 25, 2012, or at such other account(s) time not later than seven full business days thereafter as may be specified by the Company. Time shall be of Representatives and the essenceCompany determine, and delivery at the such time and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 Noon, New York time, on _________, 2020, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”” , against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Initial Closing Date Regulation S Global Securities and the location Restricted Global Securities will be made available for review at the above office of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants Xxxxxx & Xxxxxxx LLP at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell to the Underwriters, several Purchasers and each of the Underwriters agreePurchasers agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of 98.125% of the principal amount thereof, the respective number principal amounts of Firm Units Offered Securities set forth opposite the names of the Underwriters in several Purchasers on Schedule A hereto. The Company is advised will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as Purchasers in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit reliance on Regulation S (the “Purchase PriceRegulation S Securities”). In addition to the discount from the public Offering price represented by the Purchase Price set forth ) in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount form of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder one or more permanent global notes in registered form without interest coupons (the “Deferred DiscountOffered Regulation S Global securities”). The Deferred Discount ) which will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) deposited with the Trustee under the as custodian for The Depository Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives (“DTC”) for the respective accounts of the several Underwriters, through the facilities of The Depository DTC participants for Xxxxxx Guaranty Trust Company orof New York, at the election Brussels office, as operator of the RepresentativesEuroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one or more permanent global notes in definitive certificatesform without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in each such casethe Final Offering Memorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, issued interests in such names the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in such denominations any permanent global notes will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Final Offering Memorandum. Payment for the Regulation S Securities and the 144A Securities shall be made by notice the Purchasers in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by wire transfer to the Trust Account and such other account(s) as may be account specified in writing by the Company. Time shall be of Company two days prior to the essence, and delivery Closing Date at the time and place specified pursuant to this Agreement is a condition office of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be Xxxxxx & Xxxxxx, L.L.P., 2500 First City Tower, 0000 Xxxxxx Xxxxxx, Houston, Texas 77002 at 12:00 Noon10:00 A.M., (New York time), on _________May 19, 20202011 or at such other time thereafter as the Representatives and the Company determine, in accordance with Rule 15c6-1 of the Exchange Act. The such time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”,” against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Initial Closing Date Regulation S Global Securities and the location Restricted Global Securities will be made available for checking at the above office of delivery ofXxxxxx & Xxxxxx, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants LLP at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell to the UnderwritersPurchaser, and the Underwriters agree, severally and not jointly, Purchaser agrees to purchase from the Company Company, at the respective number purchase price set forth on Schedule F hereto plus accrued interest from October 28, 2016 to the Closing Date (as hereinafter defined), the principal amount of Firm Units the Offered Securities set forth opposite the names name of the Underwriters Purchaser in Schedule A hereto. The Company is advised will deliver against payment of the purchase price the Notes to be offered and sold by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as Purchaser in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit reliance on Regulation S (the “Purchase PriceRegulation S Securities”). In addition to the discount from the public Offering price represented by the Purchase Price set forth ) in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount form of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder one or more permanent global securities in registered form without interest coupons (the “Deferred DiscountRegulation S Global Securities”). The Deferred Discount ) which will be payable from amounts deposited on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) Closing Date with the Trustee under the as custodian for The Depository Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives (“DTC”) for the respective accounts of the several Underwriters, through the facilities of The Depository DTC participants for Xxxxxx Guaranty Trust Company orof New York, at the election Brussels office, as operator of the RepresentativesEuroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Notes to be purchased by the Purchaser hereunder and to be offered and sold by the Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one or more permanent global securities in definitive certificatesform without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Regulation S Global Security and the Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in each such casethe Final Offering Memorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, issued interests in such names the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in such denominations any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Final Offering Memorandum. Payment for the Regulation S Securities and the 144A Securities shall be made by notice the Purchaser in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by wire transfer to an account at a bank acceptable to the Trust Account and such other account(s) as may be specified by the Company. Time shall be of the essence, and delivery Purchaser at the time and place specified pursuant to this Agreement is a condition office of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxx 0000, Xxxxxxx, Xxxxx 00000, at 12:00 Noon9:00 A.M., (New York time), on _________October 28, 20202016, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as the Exchange Act. The Purchaser and the Company determine, such time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Initial Closing Date Regulation S Global Securities and the location Restricted Global Securities will be made available for checking at the above office of delivery ofXxxxxx & Xxxxxxx LLP, and the form of payment for000 Xxxx Xxxxxx Xxxxx 0000, the Firm Units may be varied by agreement between the Company and the Representatives. In additionXxxxxxx, the Company hereby grants Xxxxx 00000 at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees Issuers agree to issue and sell to the UnderwritersPurchasers, and the Underwriters Purchasers agree, severally and not jointly, to purchase from the Company Issuers (a) the respective number principal amounts of Firm Units Offered Securities constituting 2008 Notes and the Guarantees thereof set forth in the first column opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company is advised by the Representatives that the Underwriters intend (i) to make , at a public offering purchase price of their respective portions 97.5% of the Firm Units principal amount thereof plus accrued interest from August 11, 2003 to the Closing Date (as soon after hereinafter defined), (b) the effective date respective principal amounts of Offered Securities constituting 2010 Notes and the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms Guarantees thereof set forth in the Prospectus. The second column opposite the names of the several Purchasers in Schedule A hereto, at a purchase price per share to be paid by of 96.871% of the Underwriters principal amount thereof plus accrued interest from August 11, 2003 to the Company for Closing Date and (c) the Firm Units will be (net respective principal amounts of discounts Offered Securities constituting 2013 Notes and commissions to the Underwriters) $9.80 per Unit (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price Guarantees thereof set forth in the immediately preceding sentencethird column opposite the names of the several Purchasers in Schedule A hereto, at a purchase price of 96.717% of the Company hereby agrees to pay principal amount thereof plus accrued interest from August 11, 2003 to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basisClosing Date. The Company will deliver the Firm Units to the Representatives for the respective accounts against payment of the several Underwriterspurchase price the Offered Securities in the form of one or more permanent global Notes in definitive form (the "Global Notes") with the Guarantees affixed thereto (together with the Global Notes, through the facilities of "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company or, at the election of the Representatives, ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form of definitive certificatesthrough DTC, except in each such case, issued the limited circumstances described in such names and the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by wire transfer to the Trust Account and an account at a bank acceptable to CSFB, on August 11, 2003, or at such other account(s) time not later than seven full business days thereafter as may be specified by CSFB and the Company. Time shall be of the essenceCompany determine, and delivery at the such time and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 Noon, New York time, on _________, 2020, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are being herein referred to as the “Initial "Closing Date”", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Initial Closing Date and Global Securities will be made available for checking at the location office of delivery ofO'Melveny & Xxxxx LLP, and the form of payment for00 Xxxxxxxxxxx Xxxxx, the Firm Units may be varied by agreement between the Company and the Representatives. In additionXxx Xxxx, the Company hereby grants Xxx Xxxx 00000 at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersPurchasers, and the Underwriters Purchasers agree, severally and not jointly, to purchase from the Company Company, at a purchase price of 97.00% of the principal amount thereof plus accrued interest from March 27, 2003 to the Closing Date (as hereinafter defined) the respective number principal amounts of Firm Units Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company is advised will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Representatives that Purchasers in reliance on Regulation S (the Underwriters intend (i"REGULATION S SECURITIES") to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and form of one or more temporary global Securities in registered form without interest coupons (iithe "TEMPORARY REGULATION S GLOBAL SECURITIES") initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units which will be (net of discounts and commissions to the Underwriters) $9.80 per Unit (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) deposited with the Trustee under the as custodian for The Depository Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives ("DTC") for the respective accounts of the several UnderwritersDTC participants for Euroclear Bank S.A./N.V., through the facilities of The Depository Trust Company or, at the election as operator of the RepresentativesEuroclear System ("EUROCLEAR"), and Clearstream Banking, societe anonyme ("CLEARSTREAM, LUXEMBOURG") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act (the "144A SECURITIES") in the form of one or more permanent global security in definitive certificatesform without interest coupons (the "RESTRICTED GLOBAL SECURITIES") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Temporary Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in each such casethe Offering Document. Until the termination of the distribution compliance period (as described in the Offering Document) with respect to the offering of the Offered Securities, issued interests in such names the Temporary Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in such denominations any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Offering Document. Payment for the Temporary Regulation S Global Securities and the 144A Securities shall be made by notice the Purchasers in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by wire transfer to an account of the Company or an account as the Company may direct at a bank acceptable to the Trust Account and such other account(s) as may be specified by the Company. Time shall be of the essenceManagers, and delivery at the time and place specified pursuant to this Agreement is a condition office of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be Cravath, Swaine & Xxxxx at 12:00 Noon, 9:30 a.m. (New York time) on March 27, on _________2003, 2020or at such other place or time not later than seven full business days thereafter as the Managers and the Company determine, in accordance with Rule 15c6-1 of the Exchange Act. The such time and date of such payment and delivery are being herein referred to as the “Initial "CLOSING DATE", against delivery to the Trustee as custodian for DTC of (i) the Temporary Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Temporary Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the office of Cravath, Swaine & Xxxxx or such other place of closing at least 24 hours prior to the Closing Date”. The Initial Closing Date and the location of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares).

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersPurchasers, and the Underwriters Purchasers agree, severally and not jointly, to purchase from the Company Company, at a purchase price of 98% of the principal amount thereof plus accrued interest from June 3, 2004 to the Closing Date (as hereinafter defined) the respective number principal amounts of Firm Units Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company is advised will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Representatives that Purchasers in reliance on Regulation S (the Underwriters intend (i"REGULATION S SECURITIES") to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and form of one or more permanent global Securities in registered form without interest coupons (iithe "OFFERED REGULATION S GLOBAL SECURITIES") initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units which will be (net of discounts and commissions to the Underwriters) $9.80 per Unit (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) deposited with the Trustee under the as custodian for The Depository Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives ("DTC") for the respective accounts of the several UnderwritersDTC participants for Euroclear Bank S.A./N.V., through the facilities of The Depository Trust Company or, at the election as operator of the RepresentativesEuroclear System ("EUROCLEAR"), and Clearstream Banking, societe anonyme ("CLEARSTREAM, LUXEMBOURG") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act ("RULE 144A" and such securities the "144A SECURITIES") in the form of one permanent global security in definitive certificatesform without interest coupons (the "RESTRICTED GLOBAL SECURITIES") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in each such casethe Offering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities, issued interests in such names the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in such denominations any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Offering Document. Payment for the Regulation S Securities and the 144A Securities shall be made by notice the Purchasers in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to CSFB LLC drawn to the Trust Account and such other account(sorder of (or as directed by) as may be specified by the Company. Time shall be of the essence, and delivery Company at the time and place specified pursuant to this Agreement is a condition office of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be Xxxxx Xxxxxxxxxx LLP at 12:00 Noon10:00 A.M., (New York time), on _________June 3, 20202004, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as CSFB LLC and the Exchange Act. The Company determine, such time and date of such payment and delivery are being herein referred to as the “Initial "CLOSING DATE", against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the office of Xxxxx Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date”. The Initial Closing Date and the location of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares).

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersPurchasers, and the Underwriters agree, severally and not jointly, Purchasers agree to purchase from the Company Company, at a purchase price of 97.5% of the principal amount thereof plus accrued interest, if any, from May 22, 1998 to the Closing Date (as hereinafter defined) the respective number principal amounts of Firm Units Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A C hereto. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver against payment of the purchase price the Firm Units Securities to be offered and sold by the Representatives for Purchasers (i) in reliance on Rule 144A under the respective accounts of Securities Act (the several Underwriters, through the facilities of The Depository Trust Company or, at the election of the Representatives, "Firm 144A Securities") issued in the form of one permanent global security in definitive certificatesform without interest coupons deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC, and bearing the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the Offering Document and (ii) in reliance on Regulation S (the "Firm Regulation S Securities") issued in definitive, fully registered form, in each such case, issued denominations and registered in such names as CSFBC requests and bearing the legend relating thereto set forth under "Transfer Restrictions" in such denominations as the Representatives may direct Offering Document. Payment for the Firm Securities shall be made by notice the Purchasers in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFBC drawn to the Trust Account and order of Genzyme Corporation , on May 22, 1998, or at such other account(s) time not later than seven full business days thereafter, as may be specified by CSFBC and the Company. Time shall be of the essenceCompany determine, and delivery at the such time and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 Noon, New York time, on _________, 2020, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are being herein referred to as the “Initial "Closing Date”. The Initial Closing Date and the location of ," against (i) delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis Trustee as custodian for DTC of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably permanent global security in accordance with the number of Firm Units to be purchased by each of them, definitive form representing all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, 144A Securities and (ii) delivery to the Purchasers of definitive fully registered certificates representing all of the Firm Regulation S Securities at the same purchase price per office of Cahixx Xxxxxx & Xeinxxx xx 9:00 A.M. (New York time). The certificates representing the Firm Unit to 144A Securities and the Firm Regulation S Securities will be paid by the Underwriters made available for checking at least 24 hours prior to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)First Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein containedin this Agreement, but subject to the terms and conditions herein set forthin this Agreement, the Company agrees to issue and sell to the UnderwritersInitial Purchasers, and the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Units set forth opposite the names of the Underwriters in Schedule A hereto. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby Purchasers agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company or, at the election of the Representatives, in the form of definitive certificates, in each such case, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to the Trust Account and such other account(s) as may be specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 Noon, New York time, on _________, 2020, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Initial Closing Date”. The Initial Closing Date and the location of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion respective principal amount of the Optional Units as may be necessary Offered Securities set forth opposite their respective names in Schedule A to cover over-allotments made in connection with the offering of the Firm Unitsthis Agreement, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. specified in Schedule A. The Over-Allotment Option may be exercised by the Representatives on behalf Company will deliver against payment of the several Underwriters at any timepurchase price the Offered Securities initially represented by one or more global Securities in definitive form (the “Global Securities”), and from time to timedeposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and, on or before in the forty-fifth (45th) day following the date case of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units Global Securities to be sold to each Underwriter shall be in the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite United States, registered in the name of such Underwriter on Schedule A hereto bears Cede & Co., as nominee for DTC or, in the case of Global Securities sold in offshore transactions, registered in the name of a nominee of DTC for the accounts of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”). Interests in any Global Security will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Initial Purchasers in Federal (same day) funds by wire transfer to an account in New York previously designated to the total number Initial Purchasers by the Company at a bank acceptable to the Initial Purchasers or official check or checks drawn to the order of Firm Units Rental Car Finance Corp. at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, xx 11:00 A.M. (subjectNew York time), in each caseon April 21, to 2005, or at such adjustment other time not later than seven (7) full business days thereafter as the Representatives may determine Initial Purchasers and the Company determine, such time being herein referred to eliminate fractional shares)as the “Closing Date”, against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for inspection at the above office of Xxxxxx & Xxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Units set forth opposite the names of the Underwriters in Schedule A hereto. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company or, at the election of the Representatives, in the form of definitive certificates, in each such case, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to the Trust Account and such other account(s) as may be specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 Noon, New York time, on _________, 2020, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Initial Closing Date”. The Initial Closing Date and the location of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forthforth herein, the Underwriters shall have Company agrees to sell to the right Purchaser and the Purchaser agrees to purchase, severally and not jointly, purchase from the Company, ratably at a purchase price of 97.50% of the principal amount thereof, U.S. $66,000,000 principal amount of the Securities. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Purchaser in accordance reliance on Regulation S (the "Regulation S Securities") in the form of one or more permanent global Securities in registered form without interest coupons (the "Offered Regulation S Global securities") which will be deposited with the number of Firm Units to be purchased by each of them, all or a portion Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the Optional Units DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as may be necessary to cover over-allotments made in connection with the offering operator of the Firm UnitsEuroclear System ("Euroclear"), at and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and registered in the same name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units Offered Securities to be purchased by the Underwriters Purchaser hereunder and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be offered and sold to each Underwriter shall be by the number which bears Purchaser in reliance on Rule 144A (the same proportion to "144A Securities") in the aggregate number form of Optional Units being purchased one permanent global security in definitive form without interest coupons (the "Restricted Global Securities") deposited with the Trustee as the number of Firm Units set forth opposite custodian for DTC and registered in the name of such Underwriter Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on Schedule A hereto bears transfer set forth under "Transfer Restrictions" in the Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the total number offering of Firm Units (subjectthe Offered Securities, interests in each casethe Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, to such adjustment Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the Representatives case may determine be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchaser in Federal (same day) funds by wire transfer to eliminate fractional sharesan account at a bank designated by the Company and reasonably acceptable to the Purchaser drawn to the order of Innophos Holdings, Inc. at the office of Xxxxxx & Xxxxxxx LLP at 10:00 A.M., (New York time), on April 16, 2007, or at such other time not later than seven full business days thereafter as the Purchaser and the Company determine, such time being herein referred to as the "Closing Date", against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Xxxxxx & Xxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersPurchaser, and the Underwriters agree, severally and not jointly, Purchaser agrees to purchase from the Company Company, at a purchase price of 98.925% of the respective number principal amount thereof, the principal amount of Firm Units the Offered Securities set forth opposite the names name of the Underwriters Purchaser in Schedule A hereto. The Company is advised will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Representatives that Purchaser in reliance on Regulation S (the Underwriters intend (i"REGULATION S SECURITIES") to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and form of one or more permanent global Securities in registered form without interest coupons (iithe "REGULATION S GLOBAL SECURITIES") initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units which will be (net of discounts and commissions to the Underwriters) $9.80 per Unit (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) deposited with the Trustee under the as custodian for The Depository Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives ("DTC") for the respective accounts of the several Underwriters, through the facilities of The Depository DTC participants for Morgan Guaranty Trust Company orof New York, at Brussels office, as operatox xx xhe Euroclear System ("EUROCLEAR"), and Clearstream Banking, societe anonyme ("CLEARSTREAM, LUXEMBOURG") and registered in the election name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the Representatives, purchase price the Offered Securities to be purchased by the Purchaser hereunder and to be offered and sold by the Purchaser in reliance on Rule 144A under the Securities Act (the "144A SECURITIES") in the form of one permanent global security in definitive certificatesform without interest coupons (the "RESTRICTED GLOBAL SECURITIES") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in each such casethe Offering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities, issued interests in such names the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in such denominations any permanent global Securities will be held only in book-entry 5 form through Euroclear, Clearstream, Luxembourg or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Offering Document. Payment for the Regulation S Securities and the 144A Securities shall be made by notice the Purchaser in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by wire transfer to the Trust Account an account at a bank acceptable to CSFBC and such other account(s) as may be specified designated in writing by the Company. Time shall be of , not less than 48 hours prior to the essenceClosing Date, and delivery at the time and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 Noon9:00 A.M., (New York time), on _________June 10, 20202002, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as CSFBC and the Exchange Act. The Company determine, such time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”"CLOSING DATE", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Initial Closing Date and the location of delivery of, and the form of payment for, the Firm Units may Restricted Global Securities will be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, available for checking at the same purchase price per Firm Unit office of Andrews & Kurth Mayor, Day, Caldwell & Keeton L.L.P. at least 24 hours xxxxx to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)xxx Xlosing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersPurchaser, and the Underwriters agree, severally and not jointlyPurchaser agrees, to purchase from the Company the respective number Company, at a purchase price of Firm Units set forth opposite the names 97.5% of the Underwriters in Schedule A heretoprincipal amount thereof, the Offered Securities. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions obligation of the Firm Units as soon after the effective date Purchaser to purchase, at a purchase price of 97.5% of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to principal amount thereof, Offered Securities shall be paid satisfied by the Underwriters CSFB by delivering to the Company in exchange for the Firm Units Offered Securities $77,000,000 aggregate principal amount of the Company’s 8.95% Remarketable or Redeemable Securities due 2008 including the related remarketing option under the Remarketing Agreement (as defined hereinafter) (Remarketing Date: July 1, 2003) (including such remarketing option, the “ROARS”) (or such lesser amount of the ROARS as CSFB actually holds), in accordance with arrangements established between the Company and CSFB. The ROARS will be (net delivered on the Closing Date through the facilities of discounts and commissions the DTC to Bank One Trust Company, National Association, as ROARS trustee, for the Underwriters) $9.80 per Unit (account of the “Purchase Price”)Company. In addition to Delivery of the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount ROARS will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and deemed to have occurred when the Company consummates an Initial Business Combinationreceives notice from the ROARS trustee that the ROARS trustee’s (or its nominee’s) account with the DTC has been credited with the ROARS. The Underwriters hereby agree that if no Initial Business Combination is consummated within Subsequently, the time period provided ROARS trustee, in accordance with the Trust Agreement and Company’s instructions, will effect the funds held under retirement of the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basisROARS. The Company will deliver against payment of the Firm Units purchase price (which shall be the delivery of the ROARS as described above), the Offered Securities to be offered and sold by the Representatives Purchaser in reliance on Regulation S (the “Regulation S Securities”) in the form of one or more permanent global Securities in registered form without interest coupons (the “Regulation S Global Securities”) that will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters, through the facilities of The Depository DTC participants for Xxxxxx Guaranty Trust Company orof New York, at the election Brussels office, as operator of the RepresentativesEuroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities with respect to the 2008 Securities and the Restricted Global Securities with respect to the 2008 Securities shall be assigned separate CUSIP numbers. The Regulation S Global Securities with respect to the 2013 Securities and the Restricted Global Securities with respect to the 2013 Securities shall be assigned separate CUSIP numbers. The Company will deliver against payment of the purchase price (which shall be the delivery of the ROARS as described above), the Offered Securities to be purchased by the Purchaser hereunder and to be offered and sold by the Purchaser in reliance on Rule 144A under the Securities Act (the “144A Securities”) in the form of one permanent global security in definitive certificatesform without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in each such casethe Offering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities, issued interests in such names the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in such denominations any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Offering Document. Delivery of the ROARS as described above as payment of the purchase price for the Regulation S Securities and the 144A Securities shall be made by notice in writing to the Company given Purchaser at or prior to 12:00 Noon, 9:00 A.M. (New York time), on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to the Trust Account and May 15, 2003, or at such other account(s) time not later than seven full business days thereafter as may be specified by CSFB and the Company. Time shall be of the essenceCompany determine, and delivery at the such time and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 Noon, New York time, on _________, 2020, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”,” against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Initial Closing Date Copies of the Regulation S Global Securities and the location Restricted Global Securities will be made available for checking at the office of delivery ofXxxxxx & Xxxxxxx LLP, and the form of payment for000 Xxxxx Xxxxxx, the Firm Units may be varied by agreement between the Company and the Representatives. In additionXxx Xxxx, the Company hereby grants Xxx Xxxx 00000, as soon as practicable prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell to the several Underwriters, and each of the Underwriters agreeagrees, severally and not jointly, to purchase from the Company Company, at a purchase price of 99.00% of the principal amount thereof plus accrued interest from May 10, 2019, to the Closing Date, the respective number principal amounts of Firm Units Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions will deliver against payment of the Firm Units as soon after purchase price the effective date of the Registration Statement as Offered Securities in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth form of permanent Global Securities in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit definitive form (the “Purchase PriceGlobal Securities”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) deposited with the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives as custodian for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company or, at the election of the Representatives, (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form of definitive certificatesthrough DTC, except in each such case, issued the limited circumstances described in such names and the General Disclosure Package. Payment for the Offered Securities shall be made by the Underwriters in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by wire transfer to an account at a bank acceptable to the Trust Account and Representative on May 10, 2019, or at such other account(stime not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. (New York time) as may on such date. The Global Securities will be specified by made available for checking at the Companyabove office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the Closing Date. Time shall be of the essence, and delivery at the time and place specified pursuant to in this Agreement is a condition of to the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 Noon, New York time, on _________, 2020, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Initial Closing Date”. The Initial Closing Date and the location of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Underwriters.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein containedset forth herein, but subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell to the Underwriters, Purchasers and the Underwriters agreeeach Purchaser agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of 98.824% of the respective number principal amount thereof plus accrued interest, if any, from January 24, 2008 to the Closing Date (as hereinafter defined), the principal amount of Firm Units Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company is advised will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as Purchasers in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit reliance on Regulation S (the “Purchase PriceRegulation S Securities”). In addition to the discount from the public Offering price represented by the Purchase Price set forth ) in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount form of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder one or more global securities in registered form without interest coupons (the “Deferred DiscountOffered Regulation S Global Securities”). The Deferred Discount ) which will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) deposited with the Trustee under the as custodian for The Depository Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives (“DTC”) for the respective accounts of the several Underwriters, through the facilities of The Depository DTC participants for Mxxxxx Guaranty Trust Company orof New York, at the election Brussels office, as operator of the RepresentativesEuroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Purchasers hereunder and to be offered and sold by the Purchasers in reliance on Rule 144A (“Rule 144A”) under the Securities Act (the “144A Securities”) in the form of one or more permanent global securities in definitive certificatesform without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Offered Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in each such casethe Preliminary Offering Memorandum and the Final Offering Memorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, issued interests in such names the Offered Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in such denominations any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Preliminary Offering Memorandum and the Final Offering Memorandum. Payment for the Regulation S Securities and the 144A Securities shall be made by notice the Purchasers in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by official check or checks or wire transfer to the Trust Account and such other account(s) as may be an account at a bank specified in writing by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a condition offices of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 12:00 Noon, 10:00 A.M. (New York time), on _________January 24, 20202008, in accordance with Rule 15c6-1 of or at such other time not later than five full business days thereafter as Lxxxxx and the Exchange Act. The Company jointly determine, such time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”,” against delivery to the Trustee as custodian for DTC of (i) the Offered Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Initial Closing Date Offered Regulation S Global Securities and the location Restricted Global Securities will be made available for checking at the above office of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants Sxxxxxx Xxxxxxx & Bxxxxxxx LLP at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and each of the Underwriters agreeagrees, severally and not jointly, to purchase from the Company Company, at a purchase price of (i) 99.3005% of the principal amount of the 4.00% Notes and (ii) 98.9870% of the principal amount of the 5.25% Notes, plus in each case accrued interest from March 18, 2004 to the Closing Date (as hereinafter defined) in the respective number principal amounts of Firm Units the Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions will deliver against payment of the Firm Units as soon after purchase price the effective date of the Registration Statement as Offered Securities in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth form of one or more permanent global securities in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit definitive form (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities"GLOBAL SECURITIES") purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) deposited with the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives as custodian for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company or, at the election of the Representatives, ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form of definitive certificatesthrough DTC, except in each such case, issued the limited circumstances described in such names and in such denominations as the Representatives may direct Final Prospectus. Payment for the Offered Securities shall be made by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer Underwriters in federal (same day) funds by wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to the Trust Account and such other account(s) as may be specified by the Company. Time shall be of the essence, and delivery Representatives at the time and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 Noon, 10:30 A.M. (New York City time), on _________March 18, 20202004, in accordance with Rule 15c6-1 of the Exchange Act. The such time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”"CLOSING DATE," against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Initial Closing Date and the location of delivery of, and the form of payment for, the Firm Units may Global Securities will be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, available for checking at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf offices of the several Underwriters at any timeSkadden, and from time to Arps, Slate, Meagher & Flom LLP not later than 2:00 p.m., New York City time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice thx Xxxxxess Xxx prior to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell to the Underwritersseveral Purchasers, and each of the Underwriters agreePurchasers agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of 98.02% of the aggregate principal amount thereof plus accrued interest from September 18, 2013 to the Closing Date (as hereinafter defined), the respective number principal amount of Firm Units the Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company is advised will deliver against payment of the purchase price the Notes to be offered and sold by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as Purchasers in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit reliance on Regulation S (the “Purchase PriceRegulation S Securities”). In addition to the discount from the public Offering price represented by the Purchase Price set forth ) in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount form of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder one or more permanent global securities in registered form without interest coupons (the “Deferred DiscountRegulation S Global Securities”). The Deferred Discount ) which will be payable from amounts deposited on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) Closing Date with the Trustee under the as custodian for The Depository Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives (“DTC”) for the respective accounts of the several Underwriters, through the facilities of The Depository DTC participants for Xxxxxx Guaranty Trust Company orof New York, at the election Brussels office, as operator of the RepresentativesEuroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Notes to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one or more permanent global securities in definitive certificatesform without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Regulation S Global Security and the Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in each such casethe Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, issued interests in such names the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in such denominations any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by notice the Purchasers in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the Trust Account and such other account(s) as may be specified by the Company. Time shall be order of the essence, and delivery Representative at the time and place specified pursuant to this Agreement is a condition office of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxx 0000, Xxxxxxx, Xxxxx 00000, at 12:00 Noon9:00 A.M., (New York time), on _________September 18, 20202013, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as Credit Suisse and the Exchange Act. The Company determine, such time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Initial Closing Date Regulation S Global Securities and the location Restricted Global Securities will be made available for checking at the above office of delivery ofXxxxxx & Xxxxxxx LLP, and the form of payment for000 Xxxx Xxxxxx Xxxxx 0000, the Firm Units may be varied by agreement between the Company and the Representatives. In additionXxxxxxx, the Company hereby grants Xxxxx 00000 at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell to the Underwriters, several Purchasers and each of the Underwriters agreePurchasers agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of 97.9% of the principal amount thereof, the respective number principal amounts of Firm Units Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company is advised will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as Purchasers in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit reliance on Regulation S (the “Purchase PriceRegulation S Securities”). In addition to the discount from the public Offering price represented by the Purchase Price set forth ) in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount form of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder one or more permanent global notes in registered form without interest coupons (the “Deferred DiscountOffered Regulation S Global securities”). The Deferred Discount ) which will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) deposited with the Trustee under the as custodian for The Depository Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives (“DTC”) for the respective accounts of the several Underwriters, through the facilities of The Depository DTC participants for Xxxxxx Guaranty Trust Company orof New York, at the election Brussels office, as operator of the RepresentativesEuroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one or more permanent global notes in definitive certificatesform without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in each such casethe Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, issued interests in such names the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in such denominations any permanent global notes will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the Representatives case may direct be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by notice the Purchasers in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal Federal (same day) funds by wire transfer to the Trust Account and such other account(s) as may be account specified in writing by the Company. Time shall be of Company two days prior to the essence, and delivery Closing Date at the time and place specified pursuant to this Agreement is a condition office of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be Xxxxxx & Xxxxxx, L.L.P., 2500 First City Tower, 0000 Xxxxxx Xxxxxx, Houston, Texas 77002 at 12:00 Noon10:00 A.M., (New York time), on _________September 27, 20202010, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as the Exchange Act. The Representatives and the Company determine, such time and date of such payment and delivery are being herein referred to as the “Initial Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Initial Closing Date Regulation S Global Securities and the location Restricted Global Securities will be made available for checking at the above office of delivery ofXxxxxx & Xxxxxx, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants LLP at least 24 hours prior to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares)Closing Date.