Common use of Purchase, Sale and Delivery of the Units Clause in Contracts

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $7.44 per Unit, the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Units to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds. One hundred million dollars ($100,000,000) (without giving effect to the Over-allotment Option) shall be deposited in the trust account established by the Company for the benefit of the public securityholders as described in the Registration Statement (the "Trust Fund") (including ninety- two million, three hundred thousand dollars ($92,300,000) from the proceeds of the Firm Units, three million dollars ($3,000,000) to be held as deferred underwriting discount, which is to be paid to the Underwriters upon consummation of the initial Business Combination, and four million seven hundred thousand dollars ($4,700,000) of proceeds received by the Company as consideration for the sale of 4,700,000 Warrants for $1.00 per Warrant in a private placement prior to the Closing). The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Units at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Units as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Units to be purchased by each Underwriter shall be in the same proportion to the total number of Option Units being purchased as the number of Firm Units being purchased by such Underwriter bears to the total number of Firm Units, adjusted by you in such manner as to avoid fractional units. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters. You, as Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Units shall be made on the Option Closing Date in Federal (same day funds) through the facilities of The Depository Trust Company in New York, New York drawn to the order of the Company. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds. $7.68 per Option Unit sold shall be deposited in the Trust Fund (including $0.24 per Option Unit to be held in the Trust Fund as deferred underwriting discount, which is to be paid to the Underwriters upon consummation of the initial Business Combination) upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Units sold (or through the facilities of DTC) for the account of the Underwriters. The Company shall not be obligated to sell or deliver any Option Units except upon tender of payment by the Representative for all such Option Units. The Company hereby agrees to issue and sell to the Representative on the Effective Date an option ("Representative's Purchase Option") for the purchase of an aggregate of six hundred and twenty-five thousand (625,000) units (the "Representative's Units") for an aggregate purchase price of $100.00. Each of the Representative's Units is identical to the Firm Units, except that the Warrants included in the Representative's Units ("Representative's Warrants") have an exercise price of seven dollars and twenty cents ($7.20), which is equal to one hundred and twenty percent (120%) of the exercise price of warrants sold to the public. The Representative's Purchase Option shall be exercisable, in whole or in part, at an initial exercise price per Representative's Unit of nine dollars and sixty cents ($9.60), which is equal to one hundred and twenty percent (120%) of the initial public offering price of a Unit, commencing on the later of (i) the consummation of the Company's initial acquisition of one or more assets or operating businesses, through a merger, capital stock exchange, purchase, asset acquisition exchangeable share transaction, stock or asset purchase or other similar business combination ("Business Combination") or (ii) one year from the Effective Date, and expiring on the four-year anniversary of the Effective Date (or, if earlier, the date on which the Warrants shall have been redeemed). The Representative's Purchase Option, the Representative's Units, the Representative's Warrants and the shares of Common Stock issuable upon exercise of the Representative's Warrants are hereinafter referred to collectively as the "Representative's Securities." The Representative understands and agrees that there are restrictions against transferring the Representative's Purchase Option. Delivery and payment for the Representative's Purchase Option shall be made on the Closing Date. The Company shall deliver to the Underwriter, upon payment therefor, certificates for the Representative's Purchase Option in the name or names and in such authorized denominations as the Representative may request.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $7.44 9.30 per Unit, the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 10 hereof. (b) Payment for the Firm Units to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "“Closing Date." ” (As used herein, "“business day" ” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds. One hundred million dollars (, as follows: $100,000,000) 197,000,000 (without giving effect to the Overover-allotment Optionoption) shall be deposited in the trust account established by the Company for the benefit of the public securityholders as described in the Registration Statement (the "“Trust Fund"”) pursuant to the terms of the Trust Agreement (including ninety- two million, three hundred thousand dollars ($92,300,000) from the proceeds 6,000,000 of the Firm Units, three million dollars ($3,000,000) to be held as which is deferred underwriting discount, which is to be paid to the Underwriters upon consummation of the initial Business Combination, Combination and four million seven hundred thousand dollars ($4,700,000) 6,000,000 of gross proceeds received by the Company as consideration for from the sale of 4,700,000 Warrants for the Insider Warrants) and $1.00 per Warrant in a private placement prior 1,000,000 shall be paid to the Closing)order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of DTC) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Units at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Units as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "“Option Closing Date"”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Units to be purchased by each Underwriter shall be in the same proportion to the total number of Option Units being purchased as the number of Firm Units being purchased by such Underwriter bears to the total number of Firm Units, adjusted by you in such manner as to avoid fractional units. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters. You, as Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Units shall be made on the Option Closing Date in Federal (same day funds) through the facilities of The Depository Trust Company in New York, New York drawn to the order of the Company. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds. , as follows: $7.68 9.60 per Option Unit sold shall be deposited in the Trust Fund pursuant to the Trust Agreement (including $0.24 0.30 per Option Unit to be held in the Trust Fund as deferred underwriting discount, which is to be paid to the Underwriters upon consummation of the initial Business Combination) upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Units sold (or through the facilities of DTC) for the account of the Underwriters. The Company shall not be obligated to sell or deliver any Option Units except upon tender of payment by the Representative for all such Option Units. The Company hereby agrees to issue and sell to the Representative on the Effective Date an option ("Representative's Purchase Option") for the purchase of an aggregate of six hundred and twenty-five thousand (625,000) units (the "Representative's Units") for an aggregate purchase price of $100.00. Each of the Representative's Units is identical to the Firm Units, except that the Warrants included in the Representative's Units ("Representative's Warrants") have an exercise price of seven dollars and twenty cents ($7.20), which is equal to one hundred and twenty percent (120%) of the exercise price of warrants sold to the public. The Representative's Purchase Option shall be exercisable, in whole or in part, at an initial exercise price per Representative's Unit of nine dollars and sixty cents ($9.60), which is equal to one hundred and twenty percent (120%) of the initial public offering price of a Unit, commencing on the later of (i) the consummation of the Company's initial acquisition of one or more assets or operating businesses, through a merger, capital stock exchange, purchase, asset acquisition exchangeable share transaction, stock or asset purchase or other similar business combination ("Business Combination") or (ii) one year from the Effective Date, and expiring on the four-year anniversary of the Effective Date (or, if earlier, the date on which the Warrants shall have been redeemed). The Representative's Purchase Option, the Representative's Units, the Representative's Warrants and the shares of Common Stock issuable upon exercise of the Representative's Warrants are hereinafter referred to collectively as the "Representative's Securities." The Representative understands and agrees that there are restrictions against transferring the Representative's Purchase Option. Delivery and payment for the Representative's Purchase Option shall be made on the Closing Date. The Company shall deliver to the Underwriter, upon payment therefor, certificates for the Representative's Purchase Option in the name or names and in such authorized denominations as the Representative may request.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $7.44 per Unit, the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Units to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds. One Ninety-seven million, four hundred million thousand dollars ($100,000,00097,400,000) (without giving effect to the Overover-allotment Optionoption) shall be deposited in the trust account established by the Company for the benefit of the public securityholders as described in the Registration Statement (the "Trust Fund") (including ninety- two ninety-one million, three four hundred thousand dollars ($92,300,00091,400,000) from the proceeds of the Firm Units, three two million dollars ($3,000,0002,000,000) to be held as deferred underwriting discount, which is to be paid to the Underwriters upon consummation of the initial Business Combination, and four million seven hundred thousand dollars ($4,700,0004,000,000) of proceeds received by the Company as consideration for the sale of 4,700,000 4,000,000 Warrants for $1.00 per Warrant in a private placement prior to the Closing). One million, six hundred thousand dollars ($1,600,000) of the proceeds shall be paid to the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of DTC) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Units at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Units as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Units to be purchased by each Underwriter shall be in the same proportion to the total number of Option Units being purchased as the number of Firm Units being purchased by such Underwriter bears to the total number of Firm Units, adjusted by you in such manner as to avoid fractional units. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters. You, as Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Units shall be made on the Option Closing Date in Federal (same day funds) through the facilities of The Depository Trust Company in New York, New York drawn to the order of the Company. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds. $7.68 7.60 per Option Unit sold shall be deposited in the Trust Fund (including $0.24 0.16 per Option Unit to be held in the Trust Fund as deferred underwriting discount, which is to be paid to the Underwriters upon consummation of the initial Business Combination) upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Units sold (or through the facilities of DTC) for the account of the Underwriters. The Company shall not be obligated to sell or deliver any Option Units except upon tender of payment by the Representative for all such Option Units. The Company hereby agrees to issue and sell to the Representative on the Effective Date an option ("Representative's Purchase Option") for the purchase of an aggregate of six hundred and twenty-five thousand (625,000) units (the "Representative's Units") for an aggregate purchase price of $100.00. Each of the Representative's Units is identical to the Firm Units, except that the Warrants included in the Representative's Units ("Representative's Warrants") have an exercise price of seven dollars and twenty cents ($7.20), which is equal to one hundred and twenty percent (120%) of the exercise price of warrants sold to the public. The Representative's Purchase Option shall be exercisable, in whole or in part, at an initial exercise price per Representative's Unit of nine dollars and sixty cents ($9.60), which is equal to one hundred and twenty percent (120%) of the initial public offering price of a Unit, commencing on the later of (i) the consummation of the Company's initial acquisition of one or more assets or operating businesses, through a merger, capital stock exchange, purchase, asset acquisition exchangeable share transaction, stock or asset purchase or other similar business combination ("Business Combination") or (ii) one year from the Effective Date, and expiring on the four-year anniversary of the Effective Date (or, if earlier, the date on which the Warrants shall have been redeemed). The Representative's Purchase Option, the Representative's Units, the Representative's Warrants and the shares of Common Stock issuable upon exercise of the Representative's Warrants are hereinafter referred to collectively as the "Representative's Securities." The Representative understands and agrees that there are restrictions against transferring the Representative's Purchase Option. Delivery and payment for the Representative's Purchase Option shall be made on the Closing Date. The Company shall deliver to the Underwriter, upon payment therefor, certificates for the Representative's Purchase Option in the name or names and in such authorized denominations as the Representative may request.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $7.44 9.75 per UnitUnit (including $0.30 per Unit to be held in the Trust Account as deferred underwriting discount, which is to be paid to the Underwriters upon consummation of an initial Business Combination), the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Units to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at [10:00 a.m.], New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "“Closing Date." ” (As used herein, "“business day" ” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds. One , as follows: seventy-one million eight hundred million seventy-five dollars ($100,000,00071,875,000) (without giving effect to the Overover-allotment Optionoption) shall be deposited in the trust account established by the Company for the benefit of the public securityholders as described in the Registration Statement (the "“Trust Fund"Account”) (including ninety- pursuant to the terms of the Trust Agreement and the remaining one million two million, three hundred fifty thousand dollars ($92,300,0001,250,000) from of the proceeds of the Firm Units, three million dollars ($3,000,000) to be held as deferred underwriting discount, which is to shall be paid to the Underwriters Company upon consummation delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of DTC) for the account of the initial Business Combination, and four million seven hundred thousand dollars ($4,700,000) of proceeds received by the Company as consideration for the sale of 4,700,000 Warrants for $1.00 per Warrant in a private placement prior to the Closing)Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Units at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 45 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Units as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "“Option Closing Date"”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Units to be purchased by each Underwriter shall be in the same proportion to the total number of Option Units being purchased as the number of Firm Units being purchased by such Underwriter bears to the total number of Firm Units, adjusted by you in such manner as to avoid fractional units. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters. You, as Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Units shall be made on the Option Closing Date in Federal (same day fundsday) funds through the facilities of The Depository Trust Company in New York, New York drawn to the order of the Company. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds. , as follows: $7.68 9.75 per Option Unit sold shall be deposited in the Trust Fund Account pursuant to the Trust Agreement (including $0.24 0.30 per Option Unit to be held in the Trust Fund Account as deferred underwriting discount, which is to be paid to the Underwriters upon consummation of the an initial Business Combination) upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Units sold (or through the facilities of DTC) for the account of the Underwriters. The Company shall not be obligated to sell or deliver any Option Units except upon tender of payment by the Representative for all such Option Units. The Company hereby agrees to issue and sell to the Representative on the Effective Date an option ("Representative's Purchase Option") for the purchase of an aggregate of six hundred and twenty-five thousand (625,000) units (the "Representative's Units") for an aggregate purchase price of $100.00. Each of the Representative's Units is identical to the Firm Units, except that the Warrants included in the Representative's Units ("Representative's Warrants") have an exercise price of seven dollars and twenty cents ($7.20), which is equal to one hundred and twenty percent (120%) of the exercise price of warrants sold to the public. The Representative's Purchase Option shall be exercisable, in whole or in part, at an initial exercise price per Representative's Unit of nine dollars and sixty cents ($9.60), which is equal to one hundred and twenty percent (120%) of the initial public offering price of a Unit, commencing on the later of (i) the consummation of the Company's initial acquisition of one or more assets or operating businesses, through a merger, capital stock exchange, purchase, asset acquisition exchangeable share transaction, stock or asset purchase or other similar business combination ("Business Combination") or (ii) one year from the Effective Date, and expiring on the four-year anniversary of the Effective Date (or, if earlier, the date on which the Warrants shall have been redeemed). The Representative's Purchase Option, the Representative's Units, the Representative's Warrants and the shares of Common Stock issuable upon exercise of the Representative's Warrants are hereinafter referred to collectively as the "Representative's Securities." The Representative understands and agrees that there are restrictions against transferring the Representative's Purchase Option. Delivery and payment for the Representative's Purchase Option shall be made on the Closing Date. The Company shall deliver to the Underwriter, upon payment therefor, certificates for the Representative's Purchase Option in the name or names and in such authorized denominations as the Representative may request.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $7.44 9.75 per UnitUnit (including $0.30 per Unit to be held in the Trust Account as deferred underwriting discount, which is to be paid to the Underwriters upon consummation of an initial Business Combination), the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Units to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "“Closing Date." ” (As used herein, "“business day" ” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds. One , as follows: sixty-six million, eight hundred million seventy-five thousand dollars ($100,000,00066,875,000) (without giving effect to the Overover-allotment Optionoption) shall be deposited in the trust account established by the Company for the benefit of the public securityholders as described in the Registration Statement (the "“Trust Fund"Account”) (including ninety- two million, pursuant to the terms of the Trust Agreement and the remaining one million three hundred seventy-five thousand dollars ($92,300,0001,375,000) from of the proceeds of the Firm Units, three million dollars ($3,000,000) to be held as deferred underwriting discount, which is to shall be paid to the Underwriters Company upon consummation delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of DTC) for the account of the initial Business Combination, and four million seven hundred thousand dollars ($4,700,000) of proceeds received by the Company as consideration for the sale of 4,700,000 Warrants for $1.00 per Warrant in a private placement prior to the Closing)Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Units at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 45 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Units as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "“Option Closing Date"”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Units to be purchased by each Underwriter shall be in the same proportion to the total number of Option Units being purchased as the number of Firm Units being purchased by such Underwriter bears to the total number of Firm Units, adjusted by you in such manner as to avoid fractional units. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters. You, as Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Units shall be made on the Option Closing Date in Federal (same day funds) through the facilities of The Depository Trust Company in New York, New York drawn to the order of the Company. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds. , as follows: $7.68 9.75 per Option Unit sold shall be deposited in the Trust Fund Account pursuant to the Trust Agreement (including $0.24 0.30 per Option Unit to be held in the Trust Fund Account as deferred underwriting discount, which is to be paid to the Underwriters upon consummation of the an initial Business Combination) upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Units sold (or through the facilities of DTC) for the account of the Underwriters. The Company shall not be obligated to sell or deliver any Option Units except upon tender of payment by the Representative for all such Option Units. The Company hereby agrees to issue and sell to the Representative on the Effective Date an option ("Representative's Purchase Option") for the purchase of an aggregate of six hundred and twenty-five thousand (625,000) units (the "Representative's Units") for an aggregate purchase price of $100.00. Each of the Representative's Units is identical to the Firm Units, except that the Warrants included in the Representative's Units ("Representative's Warrants") have an exercise price of seven dollars and twenty cents ($7.20), which is equal to one hundred and twenty percent (120%) of the exercise price of warrants sold to the public. The Representative's Purchase Option shall be exercisable, in whole or in part, at an initial exercise price per Representative's Unit of nine dollars and sixty cents ($9.60), which is equal to one hundred and twenty percent (120%) of the initial public offering price of a Unit, commencing on the later of (i) the consummation of the Company's initial acquisition of one or more assets or operating businesses, through a merger, capital stock exchange, purchase, asset acquisition exchangeable share transaction, stock or asset purchase or other similar business combination ("Business Combination") or (ii) one year from the Effective Date, and expiring on the four-year anniversary of the Effective Date (or, if earlier, the date on which the Warrants shall have been redeemed). The Representative's Purchase Option, the Representative's Units, the Representative's Warrants and the shares of Common Stock issuable upon exercise of the Representative's Warrants are hereinafter referred to collectively as the "Representative's Securities." The Representative understands and agrees that there are restrictions against transferring the Representative's Purchase Option. Delivery and payment for the Representative's Purchase Option shall be made on the Closing Date. The Company shall deliver to the Underwriter, upon payment therefor, certificates for the Representative's Purchase Option in the name or names and in such authorized denominations as the Representative may request.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $7.44 9.80 per UnitUnit (including $0.35 per Unit to be held in the Trust Account as deferred underwriting discount, which is to be paid to the Underwriters upon consummation of an initial Business Combination), the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Units to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "“Closing Date." ” (As used herein, "“business day" ” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds. One , as follows: ninety-six million, seven hundred million fifty thousand dollars ($100,000,00096,750,000) (without giving effect to the Overover-allotment Optionoption) shall be deposited in the trust account established by the Company for the benefit of the public securityholders as described in the Registration Statement (the "“Trust Fund"Account”) (including ninety- pursuant to the terms of the Trust Agreement and the remaining one million two million, three hundred fifty thousand dollars ($92,300,0001,250,000) from of the proceeds of the Firm Units, three million dollars ($3,000,000) to be held as deferred underwriting discount, which is to shall be paid to the Underwriters Company upon consummation delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of DTC) for the account of the initial Business Combination, and four million seven hundred thousand dollars ($4,700,000) of proceeds received by the Company as consideration for the sale of 4,700,000 Warrants for $1.00 per Warrant in a private placement prior to the Closing)Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Units at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 45 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Units as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "“Option Closing Date"”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Units to be purchased by each Underwriter shall be in the same proportion to the total number of Option Units being purchased as the number of Firm Units being purchased by such Underwriter bears to the total number of Firm Units, adjusted by you in such manner as to avoid fractional units. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters. You, as Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Units shall be made on the Option Closing Date in Federal (same day funds) through the facilities of The Depository Trust Company in New York, New York drawn to the order of the Company. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds. , as follows: $7.68 9.80 per Option Unit sold shall be deposited in the Trust Fund Account pursuant to the Trust Agreement (including $0.24 0.35 per Option Unit to be held in the Trust Fund Account as deferred underwriting discount, which is to be paid to the Underwriters upon consummation of the an initial Business Combination) upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Units sold (or through the facilities of DTC) for the account of the Underwriters. The Company shall not be obligated to sell or deliver any Option Units except upon tender of payment by the Representative for all such Option Units. The Company hereby agrees to issue and sell to the Representative on the Effective Date an option ("Representative's Purchase Option") for the purchase of an aggregate of six hundred and twenty-five thousand (625,000) units (the "Representative's Units") for an aggregate purchase price of $100.00. Each of the Representative's Units is identical to the Firm Units, except that the Warrants included in the Representative's Units ("Representative's Warrants") have an exercise price of seven dollars and twenty cents ($7.20), which is equal to one hundred and twenty percent (120%) of the exercise price of warrants sold to the public. The Representative's Purchase Option shall be exercisable, in whole or in part, at an initial exercise price per Representative's Unit of nine dollars and sixty cents ($9.60), which is equal to one hundred and twenty percent (120%) of the initial public offering price of a Unit, commencing on the later of (i) the consummation of the Company's initial acquisition of one or more assets or operating businesses, through a merger, capital stock exchange, purchase, asset acquisition exchangeable share transaction, stock or asset purchase or other similar business combination ("Business Combination") or (ii) one year from the Effective Date, and expiring on the four-year anniversary of the Effective Date (or, if earlier, the date on which the Warrants shall have been redeemed). The Representative's Purchase Option, the Representative's Units, the Representative's Warrants and the shares of Common Stock issuable upon exercise of the Representative's Warrants are hereinafter referred to collectively as the "Representative's Securities." The Representative understands and agrees that there are restrictions against transferring the Representative's Purchase Option. Delivery and payment for the Representative's Purchase Option shall be made on the Closing Date. The Company shall deliver to the Underwriter, upon payment therefor, certificates for the Representative's Purchase Option in the name or names and in such authorized denominations as the Representative may request.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $7.44 9.425 per Unit, the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Units to be sold hereunder is to be made in Federal federal (same day) funds against delivery of certificates therefor to the Representative Representatives (in form and substance reasonably satisfactory to the Representatives) for the several accounts of the Underwriters. Such payment and delivery are to be made Underwriters or through the facilities of The the Depository Trust CompanyCompany (“DTC”), New York, New York at 10:00 a.m., New York time, on the third business day Business Day after the date of this Agreement or at such other time and date not later than five business days Business Days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "“Closing Date." ” (As used herein, "business day" “Business Day” means a day on which the New York American Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted or required by law or executive order to be closed.) Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal federal (same day) funds. One , upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of DTC) for the account of the Underwriters as follows: seven hundred twenty-nine million three hundred fifty thousand dollars ($100,000,000729,350,000) (without giving effect to the Overover-allotment Optionoption) of the proceeds received by the Company for the Firm Units shall be deposited in the trust account established by the Company for the benefit of the public securityholders as described in the Registration Statement (the "“Trust Fund"Account”) pursuant to the terms of the Trust Agreement (including ninety- two million, twenty three million seven hundred seventy five thousand dollars ($92,300,00023,775,000) from the proceeds of the Firm Units, three million dollars ($3,000,000) which is to be held in the Trust Account as deferred underwriting discount, which is discount to be paid to the Underwriters upon consummation of the initial Business CombinationCombination (the “Deferred Discount”), reduced pro-ratably by the exercise of stockholder conversion rights as described in the Registration Statement) and four the remaining one million seven three hundred thousand dollars ($4,700,0001,300,000) of the proceeds received by the Company as consideration for the sale of 4,700,000 Warrants for $1.00 per Warrant in a private placement prior shall be paid to the Closing)order of the Company. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two full business days Business Days prior to the Closing Date. The Company will permit the Representative Representatives to examine and package the Firm Units for delivery, at least one full business day Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative Representatives for all the Firm Units. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Units at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Units as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Units to be purchased by each Underwriter shall be in the same proportion to the total number of Option Units being purchased as the number of Firm Units being purchased by such Underwriter bears to the total number of Firm Units, adjusted by you in such manner as to avoid fractional units. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters. You, as Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Units shall be made on the Option Closing Date in Federal (same day funds) through the facilities of The Depository Trust Company in New York, New York drawn to the order of the Company. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds. $7.68 per Option Unit sold shall be deposited in the Trust Fund (including $0.24 per Option Unit to be held in the Trust Fund as deferred underwriting discount, which is to be paid to the Underwriters upon consummation of the initial Business Combination) upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Units sold (or through the facilities of DTC) for the account of the Underwriters. The Company shall not be obligated to sell or deliver any Option Units except upon tender of payment by the Representative for all such Option Units. The Company hereby agrees to issue and sell to the Representative on the Effective Date an option ("Representative's Purchase Option") for the purchase of an aggregate of six hundred and twenty-five thousand (625,000) units (the "Representative's Units") for an aggregate purchase price of $100.00. Each of the Representative's Units is identical to the Firm Units, except that the Warrants included in the Representative's Units ("Representative's Warrants") have an exercise price of seven dollars and twenty cents ($7.20), which is equal to one hundred and twenty percent (120%) of the exercise price of warrants sold to the public. The Representative's Purchase Option shall be exercisable, in whole or in part, at an initial exercise price per Representative's Unit of nine dollars and sixty cents ($9.60), which is equal to one hundred and twenty percent (120%) of the initial public offering price of a Unit, commencing on the later of (i) the consummation of the Company's initial acquisition of one or more assets or operating businesses, through a merger, capital stock exchange, purchase, asset acquisition exchangeable share transaction, stock or asset purchase or other similar business combination ("Business Combination") or (ii) one year from the Effective Date, and expiring on the four-year anniversary of the Effective Date (or, if earlier, the date on which the Warrants shall have been redeemed). The Representative's Purchase Option, the Representative's Units, the Representative's Warrants and the shares of Common Stock issuable upon exercise of the Representative's Warrants are hereinafter referred to collectively as the "Representative's Securities." The Representative understands and agrees that there are restrictions against transferring the Representative's Purchase Option. Delivery and payment for the Representative's Purchase Option shall be made on the Closing Date. The Company shall deliver to the Underwriter, upon payment therefor, certificates for the Representative's Purchase Option in the name or names and in such authorized denominations as the Representative may request.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $7.44 per Unit, the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Units to be sold hereunder is to be made in Federal federal (same day) funds against delivery of certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "“Closing Date." ” (As used herein, "“business day" ” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal federal (same day) funds. One hundred million , as follows: [•] dollars ($100,000,000[•]) (without giving effect to the Over-allotment Option) shall be deposited in the trust account established by the Company for the benefit of the public securityholders as described in the Registration Statement (the "“Trust Fund"”) pursuant to the terms of the Trust Agreement (including ninety- two million, three hundred thousand [•] dollars ($92,300,000[•]) from the proceeds of the Firm Units, three million dollars ($3,000,000) to be held as Underwriters’ deferred underwriting discount, which is to be paid to the Underwriters upon consummation of the initial Business Combination, and four million seven hundred thousand ). [•] dollars ($4,700,000[•]) of the proceeds received by shall be paid to the Company as consideration upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of The Depository Trust Company) for the sale account of 4,700,000 Warrants for $1.00 per Warrant in a private placement prior to the Closing)Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Units at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Units as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "“Option Closing Date"”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Units to be purchased by each Underwriter shall be in the same proportion to the total number of Option Units being purchased as the number of Firm Units being purchased by such Underwriter bears to the total number of Firm Units, adjusted by you in such manner as to avoid fractional units. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters. You, as Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Units shall be made on the Option Closing Date in Federal federal (same day funds) through the facilities of The Depository Trust Company in New York, New York drawn to the order of the Company. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal federal (same day) funds. , as follows: $7.68 per Option Unit sold shall be deposited in the Trust Fund pursuant to the Trust Agreement (including $0.24 per Option Unit to be held in the Trust Fund as the Underwriters’ deferred underwriting discount, which is to be paid to the Underwriters upon consummation of the initial Business Combination) upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Units sold (or through the facilities of DTCThe Depository Trust Company) for the account of the Underwriters. The Company shall not be obligated to sell or deliver any Option Units except upon tender of payment by the Representative for all such Option Units. The Company hereby agrees to issue and sell to the Representative Deutsche Bank Securities LLC and Xxxxxx X. Xxxxx & Co. on the Effective Date an option ("Representative's the “Underwriters’ Purchase Option"”) for the purchase of an aggregate of six one million five hundred and twentysixty-two thousand five hundred thousand (625,0001,562,500) units (the "Representative's “Underwriters’ Units"”) for an aggregate purchase price of $100.00. Each of the Representative's Underwriters’ Units is identical to the Firm Units, except that the Warrants included in the Representative's Underwriters’ Units ("Representative's “Underwriters’ Warrants"”) have an exercise price of seven dollars and twenty cents ($7.20), which is equal to one hundred and twenty percent (120%) of the exercise price of warrants Warrants sold to the public. The Representative's Underwriters’ Purchase Option shall be exercisable, in whole or in part, at an initial exercise price per Representative's Underwriters’ Unit of nine dollars and sixty cents ($9.60), which is equal to one hundred and twenty percent (120%) of the initial public offering price of a Unit, commencing on the later of (i) the consummation of the Company's ’s initial acquisition of one or more assets or operating businesses, through a merger, capital stock exchange, purchaseasset or stock acquisition, asset acquisition exchangeable share transaction, stock or asset purchase transaction or other similar business combination ("“Business Combination"”) or and (ii) one year from the Effective Datedate of the Prospectus, and expiring on the four-four year anniversary of the Effective Date date of the Prospectus (or, if earlier, the date on which the Warrants shall have been redeemed). The Representative's Underwriters’ Purchase Option, the Representative's Underwriters’ Units, the Representative's Underwriters’ Warrants and the shares of Common Stock issuable upon exercise of the Representative's Underwriters’ Warrants are hereinafter referred to collectively as the "Representative's “Underwriters’ Securities." ” The Representative understands Underwriters understand and agrees agree that there are restrictions against transferring the Representative's Underwriters’ Purchase Option. Delivery and payment for the Representative's Underwriters’ Purchase Option shall be made on the Closing Date. The Company shall deliver to the Underwriter, upon payment therefor, certificates for the Representative's Underwriters’ Purchase Option in the name or names and in such authorized denominations as the Representative Underwriters may request.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $7.44 9.75 per UnitUnit (including $0.30 per Unit to be held in the Trust Account as deferred underwriting discount, which is to be paid to the Underwriters upon consummation of an initial Business Combination), the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Units to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "“Closing Date." ” (As used herein, "“business day" ” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds. One , as follows: seventy-one million eight hundred million seventy-five dollars ($100,000,00071,875,000) (without giving effect to the Overover-allotment Optionoption) shall be deposited in the trust account established by the Company for the benefit of the public securityholders as described in the Registration Statement (the "“Trust Fund"Account”) (including ninety- pursuant to the terms of the Trust Agreement and the remaining one million two million, three hundred fifty thousand dollars ($92,300,0001,250,000) from of the proceeds of the Firm Units, three million dollars ($3,000,000) to be held as deferred underwriting discount, which is to shall be paid to the Underwriters Company upon consummation delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of DTC) for the account of the initial Business Combination, and four million seven hundred thousand dollars ($4,700,000) of proceeds received by the Company as consideration for the sale of 4,700,000 Warrants for $1.00 per Warrant in a private placement prior to the Closing)Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Units at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 45 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Units as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "“Option Closing Date"”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Units to be purchased by each Underwriter shall be in the same proportion to the total number of Option Units being purchased as the number of Firm Units being purchased by such Underwriter bears to the total number of Firm Units, adjusted by you in such manner as to avoid fractional units. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters. You, as Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Units shall be made on the Option Closing Date in Federal (same day fundsday) funds through the facilities of The Depository Trust Company in New York, New York drawn to the order of the Company. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds. , as follows: $7.68 9.75 per Option Unit sold shall be deposited in the Trust Fund Account pursuant to the Trust Agreement (including $0.24 0.30 per Option Unit to be held in the Trust Fund Account as deferred underwriting discount, which is to be paid to the Underwriters upon consummation of the an initial Business Combination) upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Units sold (or through the facilities of DTC) for the account of the Underwriters. The Company shall not be obligated to sell or deliver any Option Units except upon tender of payment by the Representative for all such Option Units. The Company hereby agrees to issue and sell to the Representative on the Effective Date an option ("Representative's Purchase Option") for the purchase of an aggregate of six hundred and twenty-five thousand (625,000) units (the "Representative's Units") for an aggregate purchase price of $100.00. Each of the Representative's Units is identical to the Firm Units, except that the Warrants included in the Representative's Units ("Representative's Warrants") have an exercise price of seven dollars and twenty cents ($7.20), which is equal to one hundred and twenty percent (120%) of the exercise price of warrants sold to the public. The Representative's Purchase Option shall be exercisable, in whole or in part, at an initial exercise price per Representative's Unit of nine dollars and sixty cents ($9.60), which is equal to one hundred and twenty percent (120%) of the initial public offering price of a Unit, commencing on the later of (i) the consummation of the Company's initial acquisition of one or more assets or operating businesses, through a merger, capital stock exchange, purchase, asset acquisition exchangeable share transaction, stock or asset purchase or other similar business combination ("Business Combination") or (ii) one year from the Effective Date, and expiring on the four-year anniversary of the Effective Date (or, if earlier, the date on which the Warrants shall have been redeemed). The Representative's Purchase Option, the Representative's Units, the Representative's Warrants and the shares of Common Stock issuable upon exercise of the Representative's Warrants are hereinafter referred to collectively as the "Representative's Securities." The Representative understands and agrees that there are restrictions against transferring the Representative's Purchase Option. Delivery and payment for the Representative's Purchase Option shall be made on the Closing Date. The Company shall deliver to the Underwriter, upon payment therefor, certificates for the Representative's Purchase Option in the name or names and in such authorized denominations as the Representative may request.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $7.44 9.30 per Unit, the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Units to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "“Closing Date." ” (As used herein, "“business day" ” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds. One , as follows: two hundred million ninety-two million, seven hundred fifty thousand dollars ($100,000,000292,750,000) (without giving effect to the Overover-allotment Optionoption) shall be deposited in the trust account fund established by the Company for the benefit of the public securityholders as described in the Registration Statement (the "“Trust Fund"”) pursuant to the terms of the Trust Agreement (including ninety- two million, three hundred thousand dollars ($92,300,000) from the proceeds of the Firm Units, three nine million dollars ($3,000,0009,000,000) of which to be held in the Trust Fund as deferred underwriting discount, which is discount to be paid to the Underwriters upon consummation of the initial Business Combination, and four six million seven hundred thousand dollars ($4,700,0006,000,000) of proceeds received by the Company as consideration for the sale of 4,700,000 6,000,000 Warrants for $1.00 per Warrant in a private placement prior to closing) and the Closing)remaining two hundred fifty thousand dollars ($250,000) of the proceeds shall be paid to the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of DTC) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Units at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Units as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "“Option Closing Date"”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Units to be purchased by each Underwriter shall be in the same proportion to the total number of Option Units being purchased as the number of Firm Units being purchased by such Underwriter bears to the total number of Firm Units, adjusted by you in such manner as to avoid fractional units. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters. You, as Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Units shall be made on the Option Closing Date in Federal (same day funds) through the facilities of The Depository Trust Company in New York, New York drawn to the order of the Company. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds. , as follows: $7.68 9.60 per Option Unit sold shall be deposited in the Trust Fund pursuant to the Trust Agreement (including $0.24 0.30 per Option Unit to be held in the Trust Fund as deferred underwriting discount, which is to be paid to the Underwriters upon consummation of the initial Business Combination) upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Units sold (or through the facilities of DTC) for the account of the Underwriters. The Company shall not be obligated to sell or deliver any Option Units except upon tender of payment by the Representative for all such Option Units. The Company hereby agrees to issue and sell to the Representative on the Effective Date an option ("Representative's Purchase Option") for the purchase of an aggregate of six hundred and twenty-five thousand (625,000) units (the "Representative's Units") for an aggregate purchase price of $100.00. Each of the Representative's Units is identical to the Firm Units, except that the Warrants included in the Representative's Units ("Representative's Warrants") have an exercise price of seven dollars and twenty cents ($7.20), which is equal to one hundred and twenty percent (120%) of the exercise price of warrants sold to the public. The Representative's Purchase Option shall be exercisable, in whole or in part, at an initial exercise price per Representative's Unit of nine dollars and sixty cents ($9.60), which is equal to one hundred and twenty percent (120%) of the initial public offering price of a Unit, commencing on the later of (i) the consummation of the Company's initial acquisition of one or more assets or operating businesses, through a merger, capital stock exchange, purchase, asset acquisition exchangeable share transaction, stock or asset purchase or other similar business combination ("Business Combination") or (ii) one year from the Effective Date, and expiring on the four-year anniversary of the Effective Date (or, if earlier, the date on which the Warrants shall have been redeemed). The Representative's Purchase Option, the Representative's Units, the Representative's Warrants and the shares of Common Stock issuable upon exercise of the Representative's Warrants are hereinafter referred to collectively as the "Representative's Securities." The Representative understands and agrees that there are restrictions against transferring the Representative's Purchase Option. Delivery and payment for the Representative's Purchase Option shall be made on the Closing Date. The Company shall deliver to the Underwriter, upon payment therefor, certificates for the Representative's Purchase Option in the name or names and in such authorized denominations as the Representative may request.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $7.44 per Unit, the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Units to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust CompanyCompany ("DTC"), New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement (or the fourth business day following the date of this Agreement, if the Registration Statement is declared effective after 4:30 p.m., New York time) or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds. One , as follows: one hundred fourteen million dollars ($100,000,000114,000,000) (without giving effect to the Overover-allotment Optionoption) of the proceeds received by the Company for the Firm Units shall be deposited in the trust account fund established by the Company for the benefit of the public securityholders as described in the Registration Statement (the "Trust Fund") pursuant to the terms of an Investment Management Trust Agreement (the "Trust Agreement") (including ninety- two million, three million four hundred thousand dollars ($92,300,0002,400,000) from the proceeds of the Firm Units, three million dollars ($3,000,000) which to be held in the Trust Fund as deferred underwriting discount, which is discount to be paid to the Underwriters upon consummation of the initial Business Combination, ) and four the remaining six million seven hundred thousand dollars ($4,700,0006,000,000) of the proceeds received by shall be paid to the Company as consideration upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of DTC) for the sale account of 4,700,000 Warrants for $1.00 per Warrant in a private placement prior to the Closing)Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Units at the price per share Unit as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Units as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Units to be purchased by each Underwriter shall be in the same proportion to the total number of Option Units being purchased as the number of Firm Units being purchased by such Underwriter bears to the total number of Firm Units, adjusted by you in such manner as to avoid fractional units. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters. The option will not be exercised in an amount that exceeds the net syndicate short position at the time of exercise. You, as Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Units shall be made on the Option Closing Date in Federal (same day funds) through the facilities of The Depository Trust Company DTC in New York, New York drawn to the order of the Company. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds. , as follows: $7.68 7.60 per Option Unit sold shall be deposited in the Trust Fund pursuant to the Trust Agreement (including $0.24 0.16 per Option Unit to be held in the Trust Fund as deferred underwriting discount, which is discount to be paid to the Underwriters upon consummation of the initial Business Combination) upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Units sold (or through the facilities of DTC) for the account of the Underwriters. The Company shall not be obligated to sell or deliver any Option Units except upon tender of payment by the Representative for all such Option Units. The Company hereby agrees to issue and sell to the Representative on the Effective Date an option ("Representative's Purchase Option") for the purchase of an aggregate of six seven hundred and twenty-five fifty thousand (625,000750,000) units (the "Representative's Units") for an aggregate purchase price of $100.00. Each of the Representative's Units is identical to the Firm Units, except that the Warrants included in the Representative's Units ("Representative's Warrants") have an exercise price of seven dollars and twenty cents ($7.20), which is equal to one hundred and twenty percent (120%) of the exercise price of warrants sold to the public. The Representative's Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an acquisition by the Company, through a purchase, asset acquisition or other business combination, of one or more businesses, properties, and/or assets ("Business Combination"), or one year from the Effective Date and expiring on the four-year anniversary of the Effective Date (or, if earlier, the date on which the Warrants shall have been redeemed) at an initial exercise price per Representative's Unit of nine dollars and sixty cents ($9.60), which is equal to one hundred and twenty percent (120%) of the initial public offering price of a Unit, commencing on the later of (i) the consummation of the Company's initial acquisition of one or more assets or operating businesses, through a merger, capital stock exchange, purchase, asset acquisition exchangeable share transaction, stock or asset purchase or other similar business combination ("Business Combination") or (ii) one year from the Effective Date, and expiring on the four-year anniversary of the Effective Date (or, if earlier, the date on which the Warrants shall have been redeemed). The Representative's Purchase Option, the Representative's Units, the Representative's Warrants and the shares of Common Stock issuable upon exercise of the Representative's Warrants are hereinafter referred to collectively as the "Representative's Securities." The Representative understands and agrees that there are restrictions against transferring the Representative's Purchase Option. Delivery and payment for the Representative's Purchase Option shall be made on the Closing Date. The Company shall deliver to the Underwriter, upon payment therefor, certificates for the Representative's Purchase Option in the name or names and in such authorized denominations as the Representative may request.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $7.44 per Unit, the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Units to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust CompanyCompany (“DTC”), New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement (or the fourth business day following the date of this Agreement, if the Registration Statement is declared effective after 4:30 p.m., New York time) or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "“Closing Date." ” (As used herein, "“business day" ” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds. One , as follows: one hundred fourteen million dollars ($100,000,000114,000,000) (without giving effect to the Overover-allotment Optionoption) of the proceeds received by the Company for the Firm Units shall be deposited in the trust account fund established by the Company for the benefit of the public securityholders as described in the Registration Statement (the "“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) (including ninety- two million, three million four hundred thousand dollars ($92,300,0002,400,000) from the proceeds of the Firm Units, three million dollars ($3,000,000) which to be held in the Trust Fund as deferred underwriting discount, which is discount to be paid to the Underwriters upon consummation of the initial Business Combination, ) and four the remaining six million seven hundred thousand dollars ($4,700,0006,000,000) of the proceeds received by shall be paid to the Company as consideration upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of DTC) for the sale account of 4,700,000 Warrants for $1.00 per Warrant in a private placement prior to the Closing)Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Units at the price per share Unit as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Units as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "“Option Closing Date"”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Units to be purchased by each Underwriter shall be in the same proportion to the total number of Option Units being purchased as the number of Firm Units being purchased by such Underwriter bears to the total number of Firm Units, adjusted by you in such manner as to avoid fractional units. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters. The option will not be exercised in an amount that exceeds the net syndicate short position at the time of exercise. You, as Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Units shall be made on the Option Closing Date in Federal (same day funds) through the facilities of The Depository Trust Company DTC in New York, New York drawn to the order of the Company. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds. , as follows: $7.68 7.60 per Option Unit sold shall be deposited in the Trust Fund pursuant to the Trust Agreement (including $0.24 0.16 per Option Unit to be held in the Trust Fund as deferred underwriting discount, which is discount to be paid to the Underwriters upon consummation of the initial Business Combination) upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Units sold (or through the facilities of DTC) for the account of the Underwriters. The Company shall not be obligated to sell or deliver any Option Units except upon tender of payment by the Representative for all such Option Units. The Company hereby agrees to issue and sell to the Representative on the Effective Date an option ("“Representative's ’s Purchase Option"”) for the purchase of an aggregate of six seven hundred and twenty-five fifty thousand (625,000750,000) units (the "“Representative's ’s Units"”) for an aggregate purchase price of $100.00. Each of the Representative's ’s Units is identical to the Firm Units, except that the Warrants included in the Representative's ’s Units ("“Representative's ’s Warrants"”) have an exercise price of seven dollars and twenty cents ($7.20), which is equal to one hundred and twenty percent (120%) of the exercise price of warrants sold to the public. The Representative's ’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an acquisition by the Company, through a purchase, asset acquisition or other business combination, of one or more businesses, properties, and/or assets (“Business Combination”), or one year from the Effective Date and expiring on the four-year anniversary of the Effective Date (or, if earlier, the date on which the Warrants shall have been redeemed) at an initial exercise price per Representative's ’s Unit of nine dollars and sixty cents ($9.60), which is equal to one hundred and twenty percent (120%) of the initial public offering price of a Unit, commencing on the later of (i) the consummation of the Company's initial acquisition of one or more assets or operating businesses, through a merger, capital stock exchange, purchase, asset acquisition exchangeable share transaction, stock or asset purchase or other similar business combination ("Business Combination") or (ii) one year from the Effective Date, and expiring on the four-year anniversary of the Effective Date (or, if earlier, the date on which the Warrants shall have been redeemed). The Representative's ’s Purchase Option, the Representative's ’s Units, the Representative's ’s Warrants and the shares of Common Stock issuable upon exercise of the Representative's ’s Warrants are hereinafter referred to collectively as the "“Representative's ’s Securities." ” The Representative understands and agrees that there are restrictions against transferring the Representative's ’s Purchase Option. Delivery and payment for the Representative's ’s Purchase Option shall be made on the Closing Date. The Company shall deliver to the Underwriter, upon payment therefor, certificates for the Representative's ’s Purchase Option in the name or names and in such authorized denominations as the Representative may request.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $7.44 per Unit, the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Units to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five four business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds. One , as follows: one hundred million dollars ninety million, ($100,000,000191,000,000) (without giving effect to the Overover-allotment Optionoption) shall be deposited in the trust account established by the Company for the benefit of the public securityholders as described in the Registration Statement (the "Trust Fund") pursuant to the terms of the Trust Agreement (including ninety- two million, three hundred thousand dollars ($92,300,000) from the proceeds of the Firm Units, three six million dollars ($3,000,0006,000,000) to be held as deferred underwriting discount, which is to be paid to the Underwriters upon consummation of the initial Business Combination, and four ). One million seven hundred thousand dollars ($4,700,0001,000,000) of the proceeds received by shall be paid to the Company as consideration upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of DTC) for the sale account of 4,700,000 Warrants for $1.00 per Warrant in a private placement prior to the Closing)Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Units at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Units as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Units to be purchased by each Underwriter shall be in the same proportion to the total number of Option Units being purchased as the number of Firm Units being purchased by such Underwriter bears to the total number of Firm Units, adjusted by you in such manner as to avoid fractional units. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters. You, as Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Units shall be made on the Option Closing Date in Federal (same day funds) through the facilities of The Depository Trust Company in New York, New York drawn to the order of the Company. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds. , as follows: $7.68 per Option Unit sold shall be deposited in the Trust Fund pursuant to the Trust Agreement (including $0.24 per Option Unit to be held in the Trust Fund as deferred underwriting discount, which is to be paid to the Underwriters upon consummation of the initial Business Combination) upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Units sold (or through the facilities of DTC) for the account of the Underwriters. The Company shall not be obligated to sell or deliver any Option Units except upon tender of payment by the Representative for all such Option Units. The Company hereby agrees to issue and sell to the Representative on the Effective Date an option ("Representative's Purchase Option") for the purchase of an aggregate of six one million two hundred and twenty-five fifty thousand (625,0001,250,000) units (the "Representative's Units") for an aggregate purchase price of $100.00. Each of the Representative's Units is identical to the Firm Units, except that the Warrants included in the Representative's Units ("Representative's Warrants") have an exercise price of seven dollars and twenty cents ($7.20), which is equal to one hundred and twenty percent (120%) of the exercise price of warrants Warrants sold to the public. The Representative's Purchase Option shall be exercisable, in whole or in part, at an initial exercise price per Representative's Unit of nine dollars and sixty cents ($9.60), which is equal to one hundred and twenty percent (120%) of the initial public offering price of a Unit, commencing on the later of (i) the consummation of the Company's initial acquisition of one or more assets or operating businesses, through a merger, capital stock exchange, purchaseasset or stock acquisition, asset acquisition exchangeable share transaction, stock or asset purchase joint venture or other similar business combination ("Business Combination") or and (ii) one year from the Effective Date, and expiring on the four-year anniversary of the Effective Date (or, if earlier, the date on which the Warrants shall have been redeemed). The Representative's Purchase Option, the Representative's Units, the Representative's Warrants and the shares of Common Stock issuable upon exercise of the Representative's Warrants are hereinafter referred to collectively as the "Representative's Securities." The Representative understands and agrees that there are restrictions against transferring the Representative's Purchase Option. Delivery and payment for the Representative's Purchase Option shall be made on the Closing Date. The Company shall deliver to the Underwriter, upon payment therefor, certificates for the Representative's Purchase Option in the name or names and in such authorized denominations as the Representative may request.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $7.44 9.30 per Unit, the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Units to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "“Closing Date." ” (As used herein, "“business day" ” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds. One , as follows: two hundred million ninety-five million, four hundred fifty thousand dollars ($100,000,000295,450,000) (without giving effect to the Overover-allotment Optionoption) shall be deposited in the trust account fund established by the Company for the benefit of the public securityholders as described in the Registration Statement (the "“Trust Fund"”) pursuant to the terms of the Trust Agreement (including ninety- two million, three hundred thousand dollars ($92,300,000) from the proceeds of the Firm Units, three nine million dollars ($3,000,0009,000,000) of which to be held in the Trust Fund as deferred underwriting discount, which is discount to be paid to the Underwriters upon consummation of the initial Business Combination, and four million seven eight million, five hundred thousand dollars ($4,700,0008,500,000) of proceeds received by the Company as consideration for the sale of 4,700,000 8,500,000 Warrants for $1.00 per Warrant in a private placement prior to closing) and the Closing)remaining fifty thousand dollars ($50,000) of the proceeds shall be paid to the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of DTC) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Units at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Units as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "“Option Closing Date"”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Units to be purchased by each Underwriter shall be in the same proportion to the total number of Option Units being purchased as the number of Firm Units being purchased by such Underwriter bears to the total number of Firm Units, adjusted by you in such manner as to avoid fractional units. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters. You, as Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Units shall be made on the Option Closing Date in Federal (same day funds) through the facilities of The Depository Trust Company in New York, New York drawn to the order of the Company. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds. , as follows: $7.68 9.60 per Option Unit sold shall be deposited in the Trust Fund pursuant to the Trust Agreement (including $0.24 0.30 per Option Unit to be held in the Trust Fund as deferred underwriting discount, which is to be paid to the Underwriters upon consummation of the initial Business Combination) upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Units sold (or through the facilities of DTC) for the account of the Underwriters. The Company shall not be obligated to sell or deliver any Option Units except upon tender of payment by the Representative for all such Option Units. The Company hereby agrees to issue and sell to the Representative on the Effective Date an option ("Representative's Purchase Option") for the purchase of an aggregate of six hundred and twenty-five thousand (625,000) units (the "Representative's Units") for an aggregate purchase price of $100.00. Each of the Representative's Units is identical to the Firm Units, except that the Warrants included in the Representative's Units ("Representative's Warrants") have an exercise price of seven dollars and twenty cents ($7.20), which is equal to one hundred and twenty percent (120%) of the exercise price of warrants sold to the public. The Representative's Purchase Option shall be exercisable, in whole or in part, at an initial exercise price per Representative's Unit of nine dollars and sixty cents ($9.60), which is equal to one hundred and twenty percent (120%) of the initial public offering price of a Unit, commencing on the later of (i) the consummation of the Company's initial acquisition of one or more assets or operating businesses, through a merger, capital stock exchange, purchase, asset acquisition exchangeable share transaction, stock or asset purchase or other similar business combination ("Business Combination") or (ii) one year from the Effective Date, and expiring on the four-year anniversary of the Effective Date (or, if earlier, the date on which the Warrants shall have been redeemed). The Representative's Purchase Option, the Representative's Units, the Representative's Warrants and the shares of Common Stock issuable upon exercise of the Representative's Warrants are hereinafter referred to collectively as the "Representative's Securities." The Representative understands and agrees that there are restrictions against transferring the Representative's Purchase Option. Delivery and payment for the Representative's Purchase Option shall be made on the Closing Date. The Company shall deliver to the Underwriter, upon payment therefor, certificates for the Representative's Purchase Option in the name or names and in such authorized denominations as the Representative may request.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $7.44 9.425 per Unit, the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Units to be sold hereunder is to be made in Federal federal (same day) funds against delivery of certificates therefor to the Representative Representatives (in form and substance reasonably satisfactory to the Representatives) for the several accounts of the Underwriters. Such payment and delivery are to be made Underwriters or through the facilities of The the Depository Trust CompanyCompany (“DTC”), New York, New York at 10:00 a.m., New York time, on the third business day Business Day after the date of this Agreement or at such other time and date not later than five business days Business Days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "“Closing Date." ” (As used herein, "business day" “Business Day” means a day on which the New York American Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted or required by law or executive order to be closed.) Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal federal (same day) funds. One , upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of DTC) for the account of the Underwriters as follows: seven hundred seventy-eight million six hundred twenty thousand dollars ($100,000,000778,620,000) (without giving effect to the Overover-allotment Optionoption) of the proceeds received by the Company for the Firm Units shall be deposited in the trust account established by the Company for the benefit of the public securityholders as described in the Registration Statement (the "“Trust Fund"Account”) pursuant to the terms of the Trust Agreement (including ninety- two million, three twenty five million nine hundred twenty thousand dollars ($92,300,00025,920,000) from the proceeds of the Firm Units, three million dollars ($3,000,000) which is to be held in the Trust Account as deferred underwriting discount, which is discount to be paid to the Underwriters upon consummation of the initial Business CombinationCombination (the “Deferred Discount”), reduced pro-ratably by the exercise of stockholder conversion rights as described in the Registration Statement) and four the remaining one million seven three hundred thousand dollars ($4,700,0001,300,000) of the proceeds received by the Company as consideration for the sale of 4,700,000 Warrants for $1.00 per Warrant in a private placement prior shall be paid to the Closing)order of the Company. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two full business days Business Days prior to the Closing Date. The Company will permit the Representative Representatives to examine and package the Firm Units for delivery, at least one full business day Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative Representatives for all the Firm Units. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Units at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Units as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Units to be purchased by each Underwriter shall be in the same proportion to the total number of Option Units being purchased as the number of Firm Units being purchased by such Underwriter bears to the total number of Firm Units, adjusted by you in such manner as to avoid fractional units. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters. You, as Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Units shall be made on the Option Closing Date in Federal (same day funds) through the facilities of The Depository Trust Company in New York, New York drawn to the order of the Company. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds. $7.68 per Option Unit sold shall be deposited in the Trust Fund (including $0.24 per Option Unit to be held in the Trust Fund as deferred underwriting discount, which is to be paid to the Underwriters upon consummation of the initial Business Combination) upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Units sold (or through the facilities of DTC) for the account of the Underwriters. The Company shall not be obligated to sell or deliver any Option Units except upon tender of payment by the Representative for all such Option Units. The Company hereby agrees to issue and sell to the Representative on the Effective Date an option ("Representative's Purchase Option") for the purchase of an aggregate of six hundred and twenty-five thousand (625,000) units (the "Representative's Units") for an aggregate purchase price of $100.00. Each of the Representative's Units is identical to the Firm Units, except that the Warrants included in the Representative's Units ("Representative's Warrants") have an exercise price of seven dollars and twenty cents ($7.20), which is equal to one hundred and twenty percent (120%) of the exercise price of warrants sold to the public. The Representative's Purchase Option shall be exercisable, in whole or in part, at an initial exercise price per Representative's Unit of nine dollars and sixty cents ($9.60), which is equal to one hundred and twenty percent (120%) of the initial public offering price of a Unit, commencing on the later of (i) the consummation of the Company's initial acquisition of one or more assets or operating businesses, through a merger, capital stock exchange, purchase, asset acquisition exchangeable share transaction, stock or asset purchase or other similar business combination ("Business Combination") or (ii) one year from the Effective Date, and expiring on the four-year anniversary of the Effective Date (or, if earlier, the date on which the Warrants shall have been redeemed). The Representative's Purchase Option, the Representative's Units, the Representative's Warrants and the shares of Common Stock issuable upon exercise of the Representative's Warrants are hereinafter referred to collectively as the "Representative's Securities." The Representative understands and agrees that there are restrictions against transferring the Representative's Purchase Option. Delivery and payment for the Representative's Purchase Option shall be made on the Closing Date. The Company shall deliver to the Underwriter, upon payment therefor, certificates for the Representative's Purchase Option in the name or names and in such authorized denominations as the Representative may request.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $7.44 per Unit, the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Units to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five four business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "“Closing Date." ” (As used herein, "“business day" ” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds. One , as follows: two hundred twenty-nine million four hundred thousand dollars ($100,000,000229,400,000) (without giving effect to the Overover-allotment Optionoption) shall be deposited in the trust account established by the Company for the benefit of the public securityholders as described in the Registration Statement (the "“Trust Fund"”) pursuant to the terms of the Trust Agreement (including ninety- seven million two million, three hundred thousand dollars ($92,300,0007,200,000) from the proceeds of the Firm Units, three million dollars ($3,000,000) to be held as deferred underwriting discount, which is to be paid to the Underwriters upon consummation of the initial Business Combination, and four ). One million seven hundred thousand dollars ($4,700,0001,000,000) of the proceeds received by shall be paid to the Company as consideration upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of DTC) for the sale account of 4,700,000 Warrants for $1.00 per Warrant in a private placement prior to the Closing)Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Units at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Units as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "“Option Closing Date"”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Units to be purchased by each Underwriter shall be in the same proportion to the total number of Option Units being purchased as the number of Firm Units being purchased by such Underwriter bears to the total number of Firm Units, adjusted by you in such manner as to avoid fractional units. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters. You, as Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Units shall be made on the Option Closing Date in Federal (same day funds) through the facilities of The Depository Trust Company in New York, New York drawn to the order of the Company. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds. , as follows: $7.68 per Option Unit sold shall be deposited in the Trust Fund pursuant to the Trust Agreement (including $0.24 per Option Unit to be held in the Trust Fund as deferred underwriting discount, which is to be paid to the Underwriters upon consummation of the initial Business Combination) upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Units sold (or through the facilities of DTC) for the account of the Underwriters. The Company shall not be obligated to sell or deliver any Option Units except upon tender of payment by the Representative for all such Option Units. The Company hereby agrees to issue and sell to the Representative on the Effective Date an option ("“Representative's ’s Purchase Option"”) for the purchase of an aggregate of six one million two hundred and twenty-five fifty thousand (625,0001,250,000) units (the "“Representative's ’s Units"”) for an aggregate purchase price of $100.00. Each of the Representative's ’s Units is identical to the Firm Units, except that the Warrants included in the Representative's ’s Units ("“Representative's ’s Warrants"”) have an exercise price of seven dollars and twenty cents ($7.20), which is equal to one hundred and twenty percent (120%) of the exercise price of warrants Warrants sold to the public. The Representative's ’s Purchase Option shall be exercisable, in whole or in part, at an initial exercise price per Representative's ’s Unit of nine dollars and sixty cents ($9.60), which is equal to one hundred and twenty percent (120%) of the initial public offering price of a Unit, commencing on the later of (i) the consummation of the Company's ’s initial acquisition of one or more assets or operating businesses, through a merger, capital stock exchange, purchaseasset or stock acquisition, asset acquisition exchangeable share transaction, stock or asset purchase joint venture or other similar business combination ("“Business Combination"”) or and (ii) one year from the Effective Date, and expiring on the four-year anniversary of the Effective Date (or, if earlier, the date on which the Warrants shall have been redeemed). The Representative's ’s Purchase Option, the Representative's ’s Units, the Representative's ’s Warrants and the shares of Common Stock issuable upon exercise of the Representative's ’s Warrants are hereinafter referred to collectively as the "“Representative's ’s Securities." ” The Representative understands and agrees that there are restrictions against transferring the Representative's ’s Purchase Option. Delivery and payment for the Representative's ’s Purchase Option shall be made on the Closing Date. The Company shall deliver to the Underwriter, upon payment therefor, certificates for the Representative's ’s Purchase Option in the name or names and in such authorized denominations as the Representative may request.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $7.44 per Unit, the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Units to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five four business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds. One , as follows: one hundred ninety-one million dollars ($100,000,000191,000,000) (without giving effect to the Overover-allotment Optionoption) shall be deposited in the trust account established by the Company for the benefit of the public securityholders as described in the Registration Statement (the "Trust Fund") pursuant to the terms of the Trust Agreement (including ninety- two million, three hundred thousand dollars ($92,300,000) from the proceeds of the Firm Units, three six million dollars ($3,000,0006,000,000) to be held as deferred underwriting discount, which is to be paid to the Underwriters upon consummation of the initial Business Combination, and four ). One million seven hundred thousand dollars ($4,700,0001,000,000) of the proceeds received by shall be paid to the Company as consideration upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of DTC) for the sale account of 4,700,000 Warrants for $1.00 per Warrant in a private placement prior to the Closing)Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Units at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Units as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Units to be purchased by each Underwriter shall be in the same proportion to the total number of Option Units being purchased as the number of Firm Units being purchased by such Underwriter bears to the total number of Firm Units, adjusted by you in such manner as to avoid fractional units. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters. You, as Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Units shall be made on the Option Closing Date in Federal (same day funds) through the facilities of The Depository Trust Company in New York, New York drawn to the order of the Company. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds. , as follows: $7.68 per Option Unit sold shall be deposited in the Trust Fund pursuant to the Trust Agreement (including $0.24 per Option Unit to be held in the Trust Fund as deferred underwriting discount, which is to be paid to the Underwriters upon consummation of the initial Business Combination) upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Units sold (or through the facilities of DTC) for the account of the Underwriters. The Company shall not be obligated to sell or deliver any Option Units except upon tender of payment by the Representative for all such Option Units. The Company hereby agrees to issue and sell to the Representative on the Effective Date an option ("Representative's Purchase Option") for the purchase of an aggregate of six one million two hundred and twenty-five fifty thousand (625,0001,250,000) units (the "Representative's Units") for an aggregate purchase price of $100.00. Each of the Representative's Units is identical to the Firm Units, except that the Warrants included in the Representative's Units ("Representative's Warrants") have an exercise price of seven dollars and twenty cents ($7.20), which is equal to one hundred and twenty percent (120%) of the exercise price of warrants Warrants sold to the public. The Representative's Purchase Option shall be exercisable, in whole or in part, at an initial exercise price per Representative's Unit of nine dollars and sixty cents ($9.60), which is equal to one hundred and twenty percent (120%) of the initial public offering price of a Unit, commencing on the later of (i) the consummation of the Company's initial acquisition of one or more assets or operating businesses, through a merger, capital stock exchange, purchaseasset or stock acquisition, asset acquisition exchangeable share transaction, stock or asset purchase joint venture or other similar business combination ("Business Combination") or and (ii) one year from the Effective Date, and expiring on the four-year anniversary of the Effective Date (or, if earlier, the date on which the Warrants shall have been redeemed). The Representative's Purchase Option, the Representative's Units, the Representative's Warrants and the shares of Common Stock issuable upon exercise of the Representative's Warrants are hereinafter referred to collectively as the "Representative's Securities." The Representative understands and agrees that there are restrictions against transferring the Representative's Purchase Option. Delivery and payment for the Representative's Purchase Option shall be made on the Closing Date. The Company shall deliver to the Underwriter, upon payment therefor, certificates for the Representative's Purchase Option in the name or names and in such authorized denominations as the Representative may request.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $7.44 per Unit, the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Units to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds. One , as follows: one hundred million ninety million, seven hundred and fifty thousand dollars ($100,000,000190,750,000) (without giving effect to the Overover-allotment Optionoption) shall be deposited in the trust account established by the Company for the benefit of the public securityholders as described in the Registration Statement (the "Trust Fund") pursuant to the terms of the Trust Agreement (including ninety- two million, three hundred thousand dollars ($92,300,000) from the proceeds of the Firm Units, three six million dollars ($3,000,0006,000,000) to be held as deferred underwriting discount, which is to be paid to the Underwriters upon consummation of the initial Business Combination, ). One million two hundred and four million seven hundred fifty thousand dollars ($4,700,0001,250,000) of the proceeds received by shall be paid to the Company as consideration upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of DTC) for the sale account of 4,700,000 Warrants for $1.00 per Warrant in a private placement prior to the Closing)Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Units at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Units as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Units to be purchased by each Underwriter shall be in the same proportion to the total number of Option Units being purchased as the number of Firm Units being purchased by such Underwriter bears to the total number of Firm Units, adjusted by you in such manner as to avoid fractional units. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters. You, as Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Units shall be made on the Option Closing Date in Federal (same day funds) through the facilities of The Depository Trust Company in New York, New York drawn to the order of the Company. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds. , as follows: $7.68 per Option Unit sold shall be deposited in the Trust Fund pursuant to the Trust Agreement (including $0.24 per Option Unit to be held in the Trust Fund as deferred underwriting discount, which is to be paid to the Underwriters upon consummation of the initial Business Combination) upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Units sold (or through the facilities of DTC) for the account of the Underwriters. The Company shall not be obligated to sell or deliver any Option Units except upon tender of payment by the Representative for all such Option Units. The Company hereby agrees to issue and sell to the Representative on the Effective Date an option ("Representative's Purchase Option") for the purchase of an aggregate of six one million two hundred and twenty-five fifty thousand (625,0001,250,000) units (the "Representative's Units") for an aggregate purchase price of $100.00. Each of the Representative's Units is identical to the Firm Units, except that the Warrants included in the Representative's Units ("Representative's Warrants") have an exercise price of seven dollars and twenty cents ($7.20), which is equal to one hundred and twenty percent (120%) of the exercise price of warrants Warrants sold to the public. The Representative's Purchase Option shall be exercisable, in whole or in part, at an initial exercise price per Representative's Unit of nine dollars and sixty cents ($9.60), which is equal to one hundred and twenty percent (120%) of the initial public offering price of a Unit, commencing on the later of (i) the consummation of the Company's initial acquisition of one or more assets or operating businesses, through a merger, capital stock exchange, purchaseasset or stock acquisition, asset acquisition exchangeable share transaction, stock or asset purchase joint venture or other similar business combination ("Business Combination") or and (ii) one year from the Effective Date, and expiring on the four-year anniversary of the Effective Date (or, if earlier, the date on which the Warrants shall have been redeemed). The Representative's Purchase Option, the Representative's Units, the Representative's Warrants and the shares of Common Stock issuable upon exercise of the Representative's Warrants are hereinafter referred to collectively as the "Representative's Securities." The Representative understands and agrees that there are restrictions against transferring the Representative's Purchase Option. Delivery and payment for the Representative's Purchase Option shall be made on the Closing Date. The Company shall deliver to the Underwriter, upon payment therefor, certificates for the Representative's Purchase Option in the name or names and in such authorized denominations as the Representative may request.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $7.44 9.75 per UnitUnit plus the Contingent Fees (as defined below), if any, the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Units to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "“Closing Date." ” (As used herein, "“business day" ” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds. One hundred million , as follows: fifty-seven million, twenty-five thousand dollars ($100,000,00057,025,000) (without giving effect to the Overover-allotment Optionoption) shall be deposited in the trust account established by the Company for the benefit of the public securityholders as described in the Registration Statement (the "“Trust Fund"Account”) (including ninety- two million, three pursuant to the terms of the Trust Agreement and the remaining one million four hundred seventy-five thousand dollars ($92,300,0001,475,000) from of the proceeds of the Firm Units, three million dollars ($3,000,000) to be held as deferred underwriting discount, which is to shall be paid to the Underwriters Company upon consummation delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of DTC) for the account of the initial Business Combination, and four million seven hundred thousand dollars ($4,700,000) of proceeds received by the Company as consideration for the sale of 4,700,000 Warrants for $1.00 per Warrant in a private placement prior to the Closing)Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Units at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 45 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Units as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "“Option Closing Date"”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Units to be purchased by each Underwriter shall be in the same proportion to the total number of Option Units being purchased as the number of Firm Units being purchased by such Underwriter bears to the total number of Firm Units, adjusted by you in such manner as to avoid fractional units. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters. You, as Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Units shall be made on the Option Closing Date in Federal (same day funds) through the facilities of The Depository Trust Company in New York, New York drawn to the order of the Company. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds. , as follows: $7.68 9.75 per Option Unit sold shall be deposited in the Trust Fund Account (including of which $0.24 0.45 per Option Unit to shall be held in the Trust Fund Account as deferred underwriting discount, which is to be paid discount as set forth in the Registration Statement) pursuant to the Underwriters upon consummation of the initial Business Combination) Trust Agreement upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Units sold (or through the facilities of DTC) for the account of the Underwriters. The Company shall not be obligated to sell or deliver any Option Units except upon tender of payment by the Representative for all such Option Units. The Company hereby agrees to issue and sell to the Representative on the Effective Date an option ("Representative's Purchase Option") for the purchase of an aggregate of six hundred and twenty-five thousand (625,000) units (the "Representative's Units") for an aggregate purchase price of $100.00. Each of the Representative's Units is identical to the Firm Units, except that the Warrants included in the Representative's Units ("Representative's Warrants") have an exercise price of seven dollars and twenty cents ($7.20), which is equal to one hundred and twenty percent (120%) of the exercise price of warrants sold to the public. The Representative's Purchase Option shall be exercisable, in whole or in part, at an initial exercise price per Representative's Unit of nine dollars and sixty cents ($9.60), which is equal to one hundred and twenty percent (120%) of the initial public offering price of a Unit, commencing on the later of (i) the consummation of the Company's initial acquisition of one or more assets or operating businesses, through a merger, capital stock exchange, purchase, asset acquisition exchangeable share transaction, stock or asset purchase or other similar business combination ("Business Combination") or (ii) one year from the Effective Date, and expiring on the four-year anniversary of the Effective Date (or, if earlier, the date on which the Warrants shall have been redeemed). The Representative's Purchase Option, the Representative's Units, the Representative's Warrants and the shares of Common Stock issuable upon exercise of the Representative's Warrants are hereinafter referred to collectively as the "Representative's Securities." The Representative understands and agrees that there are restrictions against transferring the Representative's Purchase Option. Delivery and payment for the Representative's Purchase Option shall be made on the Closing Date. The Company shall deliver to the Underwriter, upon payment therefor, certificates for the Representative's Purchase Option in the name or names and in such authorized denominations as the Representative may request.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $7.44 9.70 per UnitUnit plus the Contingent Fees (as defined below), if any, the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Units to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "“Closing Date." ” (As used herein, "“business day" ” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds. One , as follows: fifty-six million, seven hundred million twenty-five thousand dollars ($100,000,00056,725,000) (without giving effect to the Overover-allotment Optionoption) shall be deposited in the trust account established by the Company for the benefit of the public securityholders as described in the Registration Statement (the "“Trust Fund"Account”) (including ninety- two million, three pursuant to the terms of the Trust Agreement and the remaining one million four hundred seventy-five thousand dollars ($92,300,0001,475,000) from of the proceeds of the Firm Units, three million dollars ($3,000,000) to be held as deferred underwriting discount, which is to shall be paid to the Underwriters Company upon consummation delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of DTC) for the account of the initial Business Combination, and four million seven hundred thousand dollars ($4,700,000) of proceeds received by the Company as consideration for the sale of 4,700,000 Warrants for $1.00 per Warrant in a private placement prior to the Closing)Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Units at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 45 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Units as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "“Option Closing Date"”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Units to be purchased by each Underwriter shall be in the same proportion to the total number of Option Units being purchased as the number of Firm Units being purchased by such Underwriter bears to the total number of Firm Units, adjusted by you in such manner as to avoid fractional units. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters. You, as Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Units shall be made on the Option Closing Date in Federal (same day funds) through the facilities of The Depository Trust Company in New York, New York drawn to the order of the Company. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds. , as follows: $7.68 9.70 per Option Unit sold shall be deposited in the Trust Fund (including $0.24 per Option Unit Account pursuant to be held in the Trust Fund as deferred underwriting discount, which is to be paid to the Underwriters upon consummation of the initial Business Combination) Agreement upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Units sold (or through the facilities of DTC) for the account of the Underwriters. The Company shall not be obligated to sell or deliver any Option Units except upon tender of payment by the Representative for all such Option Units. The Company hereby agrees to issue and sell to the Representative on the Effective Date an option ("Representative's Purchase Option") for the purchase of an aggregate of six hundred and twenty-five thousand (625,000) units (the "Representative's Units") for an aggregate purchase price of $100.00. Each of the Representative's Units is identical to the Firm Units, except that the Warrants included in the Representative's Units ("Representative's Warrants") have an exercise price of seven dollars and twenty cents ($7.20), which is equal to one hundred and twenty percent (120%) of the exercise price of warrants sold to the public. The Representative's Purchase Option shall be exercisable, in whole or in part, at an initial exercise price per Representative's Unit of nine dollars and sixty cents ($9.60), which is equal to one hundred and twenty percent (120%) of the initial public offering price of a Unit, commencing on the later of (i) the consummation of the Company's initial acquisition of one or more assets or operating businesses, through a merger, capital stock exchange, purchase, asset acquisition exchangeable share transaction, stock or asset purchase or other similar business combination ("Business Combination") or (ii) one year from the Effective Date, and expiring on the four-year anniversary of the Effective Date (or, if earlier, the date on which the Warrants shall have been redeemed). The Representative's Purchase Option, the Representative's Units, the Representative's Warrants and the shares of Common Stock issuable upon exercise of the Representative's Warrants are hereinafter referred to collectively as the "Representative's Securities." The Representative understands and agrees that there are restrictions against transferring the Representative's Purchase Option. Delivery and payment for the Representative's Purchase Option shall be made on the Closing Date. The Company shall deliver to the Underwriter, upon payment therefor, certificates for the Representative's Purchase Option in the name or names and in such authorized denominations as the Representative may request.