Exhibit 1.1
10,000,000 Units
XXXX XX ACQUISITION
IV CO.
UNDERWRITING AGREEMENT
___________, 2021
XXXX CAPITAL PARTNERS, LLC
000 Xxx Xxxxxxxx Xx.
Xxxxxxx Xxxxx XX, 00000
XXXXX-XXXXXX CAPITAL GROUP LLC
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000
As Representatives of the several Underwriters
Dear Sirs:
1. INTRODUCTORY.
Xxxx XX Acquisition IV Co., a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms
of this Underwriting Agreement (the “Agreement”), to the several underwriters named in Schedule A hereto
(the “Underwriters,” and each an “Underwriter”), an aggregate of 10,000,000 units
of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit.
Each Firm Unit consists of one share of common stock, par value $0.0001 per share (“Common Stock” and the shares
of Common Stock included in the Firm Units, the “Firm Shares”) of the Company and one-half of one warrant (collectively,
the “Firm Warrants”), of which each whole Firm Warrant entitles the holder thereof to purchase one share of
Common Stock under the terms further described below. The Company also proposes to sell to the several Underwriters, upon the terms and
conditions set forth in Section 3 hereof, up to an additional 1,500,000 units (the “Optional Units”),
each unit consisting of one share of Common Stock (collectively, the “Optional Shares”) and one-half of one
warrant as described above (collectively, the “Optional Warrants”). The Firm Units and the Optional Units are
hereinafter sometimes collectively referred to as the “Public Units”; the Firm Shares and the Optional Shares
as the “Public Shares”; and the Firm Warrants and the Optional Warrants as the “Public Warrants.”
Xxxx Capital Partners, LLC (“Xxxx”) and Xxxxx-Xxxxxx Capital Group LLC (“Xxxxx-Xxxxxx”)
are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.”
The several Underwriters propose initially to offer the Public Units for sale upon the terms set forth in the Prospectus (as defined below).
The
Public Shares and the Public Warrants included in the Firm Units and any Optional Units will not be separately tradable until the 90th day
after the date hereof unless the Representatives inform the Company of their decision to allow earlier separate trading, subject to the
Company filing a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “Commission”)
containing an audited balance sheet reflecting the Company’s receipt of gross proceeds from the initial public offering contemplated
by this Agreement (the “Offering”) and issuing a press release announcing when such separate trading will begin.
Each whole Public Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share during the period commencing
thirty (30) days after the completion of an initial Business Combination, and (ii) expiring at 5:00 P.M., New York City time, on
the fifth anniversary of the completion of an initial Business Combination or earlier upon redemption; provided that
no fractional shares of Common Stock shall be issued in respect of the Public Warrants. As used herein, the term “Business
Combination,” as described more fully in the Registration Statement (as defined below), shall mean a merger, share exchange,
asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses
or entities and involving the Company.
In
February 2019, the Company issued an aggregate of 100 shares of Common Stock (the “Insider Shares”) to
CR Financial Holdings, Inc. for an aggregate purchase price of $25,000. On June 29, 2020, the Company effected a dividend of 43,125
shares of common stock for each share outstanding resulting in there being an aggregate of 4,312,500 Insider Shares outstanding. In July
and August 2020, CHLM Sponsor LLC, an entity affiliated with Xxxxx-Xxxxxx, and certain of the Company’s directors, officers and
affiliates of the Company’s management team purchased from CR Financial Holdings, Inc. an aggregate of 3,022,825 Insider Shares
for an aggregate purchase price of $17,523.61. On July 1, 2021, certain of the Company’s initial stockholders sold an aggregate
of 1,490,874 Insider Shares back to the Company for an aggregate purchase price of $8,642.75. Of those Insider Shares, 1,437,500 shares
were cancelled and the remaining 53,374 shares were purchased by certain of the Company’s officers from the Company for an aggregate
purchase price of $464.11. On July 1, 2021, certain of the Company’s directors purchased from CR Financial Holdings, Inc. an aggregate
of 113,860 Insider Shares for an aggregate purchase price of $990.10. As a result of the foregoing, there is an aggregate of 2,875,000
Insider Shares outstanding. The Insider Shares include an aggregate of up to 375,000 shares of Common Stock subject to forfeiture to the
extent the Over-Allotment Option (as defined below) is not exercised in full, so that the holders of the Insider Shares will collectively
own 20.0% of the Company’s issued and outstanding Common Stock after the Offering (excluding the sale of Private Units (as defined
below) and assuming that holders of the Insider Shares do not purchase Public Units in the Offering).
The
holders of the Insider Shares affiliated with any Underwriter will not sell, transfer, assign, pledge or hypothecate any of the Insider
Shares for a period of 360 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement
to anyone other than (i) the Representatives or an Underwriter or selected dealer in connection with the Offering, or (ii) a
bona fide officer or partner of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct
Rule 5110(e), the Insider Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would
result in the economic disposition of the securities by any person for a period of 360 days immediately following the effective date of
the Registration Statement. The certificates for the Insider Shares shall contain legends to reflect the above FINRA and contractual transfer
restrictions. The holders of the Insider Shares shall have registration rights as provided for in the Registration Rights Agreement (as
defined below) which will be in compliance with FINRA Rule 5110.05.
The
Company has entered into certain Subscription Agreements for Private Units (the “Private Unit Subscription Agreements”)
dated as of _____, 2021, with certain of the holders of Insider Shares (collectively, the “Private Unit Subscribers”),
substantially in the form filed as an exhibit to the Registration Statement. Pursuant to the Private Unit Subscription Agreements, the
Private Unit Subscribers have agreed to purchase from the Company an aggregate of 424,000 units (or up to 461,500 units depending on the
extent to which the Over-Allotment Option is exercised) (the “Private Units” and, together with the Public Units,
the “Units”), each unit consisting of one share of Common Stock (collectively, the “Private Shares”
and, together with the Public Shares, the “Shares”) and one-half of one warrant (collectively, the “Private
Warrants” and, together with the Public Warrants, the “Warrants”). The Private Units, Private
Shares and Private Warrants are substantially similar to the Public Units, Public Shares and Public Warrants, respectively, except to
the extent contemplated in the General Disclosure Package (as defined below) and the Prospectus.
The
Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer &
Trust Company (“CST”), as trustee, substantially in the form filed as an exhibit to the Registration Statement
(the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Units and a portion of
the proceeds from the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit
of the Company, the Underwriters and the holders of the Public Units.
The
Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants with CST, as warrant agent, substantially
in the form filed as an exhibit to the Registration Statement (the “Warrant Agreement”), pursuant to which CST
will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants.
The
Company has entered into an Escrow Agreement, dated as of the date hereof, with CST, as escrow agent, substantially in the form filed
as an exhibit to the Registration Statement (the “Escrow Agreement”), pursuant to which the Insider Shares will
be placed in escrow with CST until the fulfillment of certain conditions set forth therein.
The
Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the holders of the Insider Shares and the
Private Unit Subscribers (the “Registration Rights Agreement”), substantially in the form filed as an exhibit
to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of, among other securities,
the Insider Shares, the Private Units and the securities underlying the Private Units.
The
Company has entered into letter agreements (the “Insider Letters”), dated as of the date hereof, with the Company’s
initial stockholders, officers and directors, substantially in the form filed as an exhibit to the Registration Statement, pursuant to
which the initial stockholders, officers and directors agree to certain actions described in the Prospectus.
The
Company and the Representatives have entered into a separate business combination marketing agreement (the “Business Combination
Marketing Agreement”), dated as of the date hereof, substantially in the form filed as an exhibit to the Registration Statement.
The
Company confirms that it has engaged EarlyBirdCapital, Inc. (“EBC”), and EBC confirms its agreement with
the Company, to render services as a “qualified independent underwriter” within the meaning of Rule 5121 of the rules of
the Financial Industry Regulatory Authority (“FINRA”) with respect to the Offering. EBC, solely in its capacity
as a qualified independent underwriter with respect to the Offering, and not otherwise, is referred to herein as the “QIU.”
2. REPRESENTATIONS
AND WARRANTIES. The Company represents and warrants to the several Underwriters and the QIU, as of the date hereof and as of each
Closing Date (as defined below), and agrees with the several Underwriters and the QIU, that:
(a) Registration
Statement. A registration statement of the Company on Form S-1 (File No. 333-257779) (including all amendments thereto filed
before the execution of this Agreement, the “Initial Registration Statement”) in respect of the Public Units,
the Public Shares and the Public Warrants has been filed with the Commission. The Initial Registration Statement and any post-effective
amendment thereto, each in the form heretofore delivered to you, have become effective in such form and meet the requirements of the Securities
Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission thereunder
(the “Securities Act Rules”). Other than (i) the Initial Registration Statement, (ii) a registration
statement, if any, increasing the size of the offering filed pursuant to Rule 462(b) under the Securities Act and the Securities
Act Rules (a “Rule 462(b) Registration Statement”), (iii) any Preliminary Prospectus (as
defined below) and (iv) the Prospectus contemplated by this Agreement to be filed pursuant to Rule 424(b) under the Securities
Act in accordance with Section 4(a) hereof, no other document with respect to the offer and sale of the Public Units,
Public Shares or Public Warrants has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial
Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued
and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated
or threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission
pursuant to Rule 424 under the Securities Act is hereinafter called a “Preliminary Prospectus”). The Initial
Registration Statement, including all exhibits thereto and including the information contained in the Prospectus filed with the Commission
pursuant to Rule 424(b) under the Securities Act and deemed to be part of the Initial Registration Statement at the time it
became effective for purposes of Section 11 of the Securities Act (the “Effective Time”), as such section
applies to the respective Underwriters, is hereinafter collectively called the “Registration Statement.” If
the Company files a Rule 462(b) Registration Statement which becomes effective prior to the Closing Date, then any reference
herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement.
“Market Making Prospectus” means the final prospectus included in the Registration Statement (or, if applicable,
the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations,
filed by the Company with the Commission pursuant to Rule 424 of the Regulations) relating to offers and sales of Units, and the
shares of Common Stock and Warrants underlying the Units, in connection with market making transactions as filed with the Commission pursuant
to Rule 424(b) of the Securities Act. The final prospectus, in the form filed pursuant to and within the time limits described
in Rule 424(b) under the Securities Act, including the final Market Making Prospectus, is hereinafter called the “Prospectus.”
(b) General
Disclosure Package. As of the Applicable Time (as defined below) and as of each Closing Date, as the case may be, neither (i) the
Pricing Prospectus (as defined below) (the “General Disclosure Package”), nor (ii) any individual Written
Testing-the-Waters Communication (as defined below), when considered together with the General Disclosure Package, included or will include
any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided, however, that the Company
makes no representations or warranties as to information contained in or omitted from the General Disclosure Package in reliance upon,
and in conformity with, written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically
for inclusion therein, which information the parties hereto agree is limited to the Underwriters’ Information (as defined in Section 18).
As used in this paragraph and elsewhere in this Agreement:
“Applicable
Time” means 5 P.M., New York time, on the date of this Agreement or such other time as agreed to by the Company and the
Representative.
“Pricing
Prospectus” means the Preliminary Prospectus relating to the Public Units, the Public Shares and the Public Warrants that
is included in the Registration Statement immediately prior to the Applicable Time.
“Written
Testing-the-Waters Communication” means any Testing-the-Waters Communication (as defined below) that is a written communication
within the meaning of Rule 405 under the Securities Act.
(c) No
Stop Orders; No Material Misstatements. No order preventing or suspending the use of any Preliminary Prospectus or the Prospectus
has been issued by the Commission, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A
of the Securities Act has been instituted or threatened by the Commission, and each Preliminary Prospectus, at the time of filing thereof,
conformed in all material respects to the requirements of the Securities Act and the Securities Act Rules, and did not contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided, however, that the Company
makes no representations or warranties as to information contained in or omitted from any Preliminary Prospectus or the Prospectus, in
reliance upon, and in conformity with, written information furnished to the Company through the Representatives by or on behalf of any
Underwriter specifically for inclusion therein, which information the parties hereto agree is limited to the Underwriters’ Information.
(d) Registration
Statement and Prospectus Contents. As of the Effective Time, the Registration Statement complied in all material respects with
the requirements of the Securities Act and the Securities Act Rules and did not contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as of the
Applicable Time, the Pricing Prospectus complied in all material respects with the requirements of the Securities Act (including
Section 10(a) of the Securities Act) and the Securities Act Rules and did not include an untrue statement of a
material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; at all times during the Market Making Period (as defined below), the Registration
Statement and the Market Making Prospectus do and will contain all material statements that are required to be stated therein in
accordance with the Securities Act and the regulations thereunder, and did or will, in all material respects, conform to the
requirements of the Securities Act and the regulations thereunder; as of the Applicable Time, the General Disclosure Package did not
include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading; the Market Making Prospectus, as of its date, did not,
and during the Market Making Period, will not, and the amendments and supplements thereto, as of their respective dates, will not,
include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading; the Prospectus will comply, as of its date and at each
Closing Date, in all material respects, with the requirements of the Securities Act (including Section 10(a) of the
Securities Act) and the Securities Act Rules and, as of the date the Prospectus is filed with the Commission, and at each
Closing Date, the Prospectus will not include an untrue statement of material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under which they were made, not
misleading; provided, however, that the foregoing representations and warranties in this paragraph
(d) shall not apply to information contained in or omitted from the Registration Statement or the Prospectus, or any amendment
or supplement thereto, in reliance upon, and in conformity with, written information furnished to the Company through the
Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information the parties hereto agree is
limited to the Underwriters’ Information.
(e) No
Free Writing Prospectus. The Company has not disseminated any written materials which may be deemed a “free writing prospectus”
under the Securities Act Rules.
(f) Distribution
of Offering Materials. The Company has not, directly or indirectly, distributed and will not distribute until the end of the Market
Making Period any offering material in connection with the Offering other than any Preliminary Prospectus, the Prospectus and other materials,
if any, permitted under the Securities Act.
(g) Emerging
Growth Company. From the time of the initial confidential submission of the Registration Statement to the Commission (or, if earlier,
the first date on which the Company engaged directly or through any person authorized to act on its behalf in any Testing-the-Waters Communications)
through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of
the Securities Act (an “Emerging Growth Company”). “Testing-the-Waters Communication”
means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act.
(h) Ineligible
Issuer. The Company is an “ineligible issuer”, as defined in Rule 405 under the Securities Act, and was such an “ineligible
issuer” as of the eligibility determination date, within the meaning of Rules 164 and 433 under the Securities Act, for the
offering of the Public Units.
(i) Testing-the-Waters
Communications. The Company (a) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications
with the consent of the Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under
the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act and (b) has
not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications on its behalf. The Company reconfirms
that the Representatives have been authorized by it to act on its behalf in undertaking Testing-the-Waters Communications. The Company
has not distributed any Written Testing-the-Waters Communications other than those listed on Schedule B hereto.
(j) Organization
and Good Standing. The Company has been duly organized and is validly existing as corporation in good standing in the State of Delaware.
The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership
or lease of property or the conduct of its business requires such qualification and has all power and authority (corporate or other) necessary
to own or hold its property and to conduct its business as described in the General Disclosure Package and the Prospectus, and to enter
into this Agreement and the Other Transaction Agreements, and to carry out the transactions contemplated hereby and thereby, except where
the failure to so qualify or have such power or authority would not (i) have a material adverse effect on the business, properties,
general affairs, management, financial position, stockholders’ equity, results of operations or prospects of the Company or (ii) impair
in any material respect the ability of the Company to perform its obligations under this Agreement and the Other Transaction Agreements
or (iii) impair in any material respect the ability of the Company to consummate any transactions contemplated by this Agreement,
the Other Transaction Agreements, the General Disclosure Package or the Prospectus (any such effect as described in clauses (i), (ii) or
(iii), a “Material Adverse Effect”). The Company has no subsidiaries. The Company does not own, directly or
indirectly, any shares of stock or other equity interests or long-term debt securities of any corporation, firm, partnership, joint venture,
association or other entity.
(k) Properties.
The Company owns or leases all such properties as are necessary to conduct its business as currently conducted, and as proposed to be
conducted and described in the General Disclosure Package and the Prospectus.
(l) Offering
Documents. This Agreement has been duly authorized, executed and delivered by the Company. Each of the Trust Agreement, the
Warrant Agreement, the Escrow Agreement and the Business Combination Marketing Agreement has been duly authorized, executed and
delivered by the Company, and is a valid and binding agreement of the Company, enforceable against the Company in accordance with
its terms, except, in each case, as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting
creditors’ rights generally from time to time in effect and by equitable principles of general applicability. Each of the
Private Unit Subscription Agreements has been duly authorized, executed and delivered by the Company (and, to the Company’s
knowledge, the Private Unit Subscribers that are parties thereto) and is a valid and binding agreement of the Company (and, to the
Company’s knowledge, the Private Unit Subscribers that are parties thereto), enforceable against the Company (and, to the
Company’s knowledge, the Private Unit Subscribers that are parties thereto) in accordance with its terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally from
time to time in effect and by equitable principles of general applicability. Each of the Registration Rights Agreement and the
Insider Letters has been duly authorized, executed and delivered by the Company (and, to the Company’s knowledge, the
Company’s initial stockholders and the Company’s officers and directors that are parties thereto) and is a valid and
binding agreement of the Company (and, to the Company’s knowledge, the Company’s initial stockholders and the
Company’s officers and directors that are parties thereto), enforceable against the Company (and, to the Company’s
knowledge, the Company’s initial stockholders and the Company’s officers and directors that are parties thereto) in
accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting
creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
(m) The
Offering Securities. The Units have been duly and validly authorized and, when issued and delivered against payment therefor as provided
herein or in the Private Unit Subscription Agreements, as applicable, will be duly and validly issued, will be free of statutory and contractual
preemptive rights, resale rights, rights of first refusal or similar rights, will conform to the descriptions thereof in the Registration
Statement, the General Disclosure Package and the Prospectus, and will constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or
similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
The certificates for the Units are in due and proper form. The shares of Common Stock included in the Units have been duly and validly
authorized and, when issued and delivered against payment therefor as provided herein or in the Private Unit Subscription Agreements,
as applicable, will be duly and validly issued, fully paid and non-assessable and free of statutory and contractual preemptive rights,
resale rights, rights of first refusal and similar rights. The Warrants included in the Units, when executed, authenticated, issued and
delivered in the manner set forth in the Warrant Agreement against payment therefor as provided herein or in the Private Unit Subscription
Agreements, as applicable, will be duly executed, authenticated, issued and delivered and will constitute valid and binding obligations
of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by
bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles
of general applicability. The shares of Common Stock issuable upon exercise of the Warrants included in the Units have been duly authorized
and reserved for issuance upon exercise of the Warrants and, when issued and delivered against payment therefor pursuant to the Warrant
Agreement, will be duly and validly issued, fully paid and non-assessable; the holders of such shares of Common Stock are not and will
not be subject to personal liability by reason of being such holders; such shares of Common Stock are not and will not be subject to any
statutory or contractual preemptive rights, resale rights, rights of first refusal or similar rights; and all corporate action required
to be taken for the authorization, issuance and delivery of such shares of Common Stock (other than the issuance and delivery to be made
upon exercise of the Warrants and payment therefor pursuant to the Warrant Agreement) has been duly and validly taken.
(n) Capitalization.
The Company has an authorized capitalization as set forth under the heading “Capitalization” in the Pricing Prospectus,
and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid and
non-assessable, have been issued in compliance with federal and state securities laws, and conform to the description thereof
contained in the General Disclosure Package and the Prospectus. No securities of the Company have been sold by the Company or by or
on behalf of, or for the benefit of, any person or persons controlling, controlled by, or under common control with the Company,
since the date of the Company’s formation, except as disclosed in the General Disclosure Package and the Prospectus. All of
the Company’s options, warrants and other rights to purchase or exchange any securities for shares of the Company’s
capital stock, if any, have been duly authorized and validly issued, were issued in compliance with federal and state securities
laws and conform to the description thereof contained in the General Disclosure Package and the Prospectus. None of the outstanding
shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to
subscribe for or purchase securities of the Company. As of the date set forth in the General Disclosure Package, there were no
authorized or outstanding shares of capital stock, options, warrants, preemptive rights, rights of first refusal or other rights to
purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company other
than those described above or accurately described in the General Disclosure Package. Since such date, the Company has not issued
any securities, other than those described in the General Disclosure Package.
(o) No
Conflicts. The execution, delivery and performance of this Agreement and each of the Other Transaction Agreements, and the issue and
sale of the Units and the consummation of the transactions contemplated hereby and thereby will not (with or without notice or lapse of
time or both) (i) conflict with or result in a breach or violation of any of the terms or provisions of, constitute a default or
a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, encumbrance, security
interest, claim or charge upon any property or assets of the Company pursuant to any indenture, mortgage, deed of trust, loan agreement
or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets
of the Company is subject, (ii) result in any violation of the provisions of the Amended and Restated Certificate of Incorporation
or any other internal governance instruments of the Company or (iii) result in the violation of any law, statute, rule, regulation,
judgment, order or decree of any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency,
or any self-regulatory organization or other non-governmental regulatory authority (including the rules and regulations of the Nasdaq
Capital Market (the “Exchange”)), domestic or foreign, having jurisdiction over the Company or any of its properties
or assets except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would
not, individually or in the aggregate, have a Material Adverse Effect. A “Debt Repayment Triggering Event” means
any event or condition that gives, or with the giving of notice or lapse of time would give the holder of any note, debenture or other
evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment
of all or a portion of such indebtedness by the Company.
(p) No
Consents Required. No approval, authorization, consent or order of or filing with any federal, state, local or foreign governmental
or regulatory commission, board, body, authority or agency, or any self-regulatory organization or other non-governmental regulatory authority
(including the Exchange), or approval of the stockholders of the Company, is required in connection with the issuance and sale of the
Units or in connection with the transactions contemplated in this Agreement or the Other Transaction Agreements, or the consummation by
the Company of the transactions contemplated hereby or thereby, other than (i) registration of the Public Units, the Public Shares
and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act, which has been effected (or, with respect
to any registration statement to be filed hereunder pursuant to Rule 462(b) under the Securities Act, will be effected in accordance
herewith), (ii) any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Public
Units are being offered by the Underwriters, (iii) under the applicable rules of FINRA, (iv) any listing applications and
related consents or any notices required by the Exchange in the ordinary course of the Offering, (v) filings with the Commission
pursuant to Rule 424(b) under the Securities Act and (vi) any such other required approvals as have been obtained prior
to the date hereof.
(q) No
Preemptive Rights. Except as described in the Registration Statement (excluding the exhibits thereto), each Preliminary Prospectus
and the Prospectus, (i) no person has the right, contractual or otherwise, to cause the Company to issue or sell to it any Units,
shares of capital stock or other equity interests of the Company, (ii) no person has any preemptive rights, resale rights, rights
of first refusal or other rights to receive any Units, shares of capital stock or other equity interests in the Company and (iii) no
person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Public
Units; no person has the right, contractual or otherwise, to cause the Company to register under the Securities Act any Units, shares
of capital stock or other equity interests in the Company or to include any such securities or interests in the Registration Statement
or the offering contemplated thereby.
(r) Independent
Auditors. To the Company’s knowledge, Xxxxxx LLP, who have certified certain financial statements of the Company included in
the Registration Statement, the General Disclosure Package and the Prospectus, is an independent registered public accounting firm with
respect to the Company within the meaning of Article 2-01 of Regulation S-X and the Public Company Accounting Oversight Board (United
States) (the “PCAOB”).
(s) Financial
Statements. The financial statements, together with the related notes, included in the General Disclosure Package, the
Prospectus and in the Registration Statement fairly present the financial position and the results of operations and changes in
financial position of the Company at the respective dates or for the respective periods therein specified. Such statements and
related notes have been prepared in accordance with the generally accepted accounting principles in the United States
(“GAAP”) applied on a consistent basis throughout the periods involved except as may be set forth in the
related notes included in the General Disclosure Package and the Prospectus. The financial statements, together with the related
notes, included in the General Disclosure Package and the Prospectus comply in all material respects with Regulation S-X. No other
financial statements or supporting schedules or exhibits are required by Regulation S-X to be described or included in the
Registration Statement, the General Disclosure Package or the Prospectus. Except as set forth in the General Disclosure Package and
the Prospectus, the Company is not party to any off-balance sheet transactions, agreements or other contractual arrangements that
have or are reasonably likely to have a material current or future effect on the Company’s financial condition, changes in
financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources. Except as set
forth in the General Disclosure Package and the Prospectus, the Company does not own an interest in any corporation, partnership,
limited liability company, joint venture, trust or other entity. Any summary and selected financial data included in the General
Disclosure Package, the Prospectus and the Registration Statement fairly present the information shown therein as at the respective
dates and for the respective periods specified and are derived from the financial statements set forth in the Registration
Statement, the Pricing Prospectus and the Prospectus and other financial information.
(t) No
Material Adverse Change. Subsequent to the respective dates as of which information is given in the Registration Statement, the General
Disclosure Package and the Prospectus, in each case excluding any amendments or supplements to the foregoing made after the execution
of this Agreement, there has not been, (i) any material adverse change, or any development involving a prospective material adverse
change, in the business, properties, management, financial condition or results of operation of the Company, (ii) any transaction
with is material to the Company, (iii) any obligation or liability, direct or contingent (including any off-balance sheet obligations),
incurred by the Company, which is material to the Company, (iv) any material loss or interference with the business of the Company
from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any action, order or decree of any court or
governmental or regulatory authority, (v) any change in the capital stock or outstanding indebtedness of the Company or (vi) any
dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock.
(u) Legal
Proceedings. Except as set forth in the General Disclosure Package and the Prospectus, there is no legal or governmental proceeding
pending to which the Company is a party or of which any property or assets of the Company is the subject that is required to be described
in the Registration Statement, the General Disclosure Package or the Prospectus and is not described therein, or which, singularly or
in the aggregate, if determined adversely to effect the Company, could reasonably be expected to have a Material Adverse Effect; and to
the Company’s knowledge, no such proceedings are threatened or contemplated by governmental or regulatory authorities or threatened
by others.
(v) No
Violation or Default. The Company is not (i) in violation of its Amended and Restated Certificate of Incorporation, bylaws or
any other internal governance instruments of the Company, (ii) in default in any respect, and no event has occurred which, with notice
or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained
in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it
is bound or to which any of its property or assets is subject or (iii) in violation in any respect of any law, ordinance, governmental
rule, regulation or court order, decree or judgment to which it or its property or assets may be subject except, in the case of clauses
(ii) and (iii) above, for any such violation or default that would not, singularly or in the aggregate, have a Material Adverse
Effect.
(w) Licenses
or Permits. The Company possesses all licenses, certificates, authorizations and permits issued by, and has made all
declarations and filings with, the appropriate federal, state, local and foreign governmental or regulatory commissions, boards,
bodies, authorities and agencies that are necessary for the ownership or lease of its property and the conduct of its businesses as
described in the General Disclosure Package and the Prospectus (collectively, the “Governmental Permits”)
except where any failures to possess or make the same would not, singularly or in the aggregate, have a Material Adverse Effect. The
Company is in material compliance with all such Governmental Permits; all such Governmental Permits are valid and in full force and
effect, except where the validity or failure to be in full force and effect would not, singularly or in the aggregate, have a
Material Adverse Effect. The Company has not received notification of any revocation, modification, suspension, termination or
invalidation (or proceedings related thereto) of any such Governmental Permit and the Company has no reason to believe that any such
Governmental Permit will not be renewed.
(x) Investment
Company Act. The Company is not and, after giving effect to the offering of the Public Units and the Private Units and the application
of the proceeds thereof as described in the General Disclosure Package and the Prospectus, will not be, required to register as an “investment
company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company
Act of 1940, as amended (the “Investment Company Act”), and the rules and regulations of the Commission
thereunder.
(y) No
Stabilization. Neither the Company nor, to the Company’s knowledge, any of its officers, directors or affiliates has taken or
will take, directly or indirectly, any action without the consent of the Representatives designed or intended to stabilize or manipulate
the price of any security of the Company, or which caused or resulted in, or which might in the future reasonably be expected to cause
or result in, stabilization or manipulation of the price of any security of the Company.
(z) Intellectual
Property. The Company owns or possesses the valid right to use all (i) valid and enforceable trademarks, trademark registrations,
service marks, service xxxx registrations, Internet domain name registrations, copyrights, copyright registrations, licenses and
trade secret rights (“Intellectual Property Rights”) and (ii) service marks, trade names, Internet
domain names and other intellectual property (collectively, “Intellectual Property Assets”) necessary to conduct
its business as currently conducted, and as proposed to be conducted and described in the General Disclosure Package and the Prospectus.
To the Company’s knowledge, the Company’s business as now conducted does not give rise to any infringement of, any misappropriation
of, or other violation of, any valid and enforceable Intellectual Property Rights or any valid Intellectual Property Assets of any other
person which is reasonably likely to have a Material Adverse Effect.
(aa) Real
and Personal Property. The Company does not own any real property or personal property.
(bb) No
Labor Dispute. There is (A) no significant unfair labor practice complaint pending against the Company nor, to the Company’s
knowledge, threatened against it, before the National Labor Relations Board, any state or local labor relation board or any foreign labor
relations board, and no significant grievance or significant arbitration proceeding arising out of or under any collective bargaining
agreement is so pending against the Company, or, to the Company’s knowledge, threatened against it and (B) no labor disturbance
by or dispute with, employees of the Company exists or, to the Company’s knowledge, is contemplated or threatened, and the Company
is not aware of any existing or imminent labor disturbance by the employees of any of its principal suppliers, manufacturers, customers
or contractors, that could reasonably be expected, singularly or in the aggregate, to have a Material Adverse Effect. The Company is not
aware that any key employee or significant group of employees of the Company plans to terminate employment with the Company.
(cc) Compliance
with ERISA. No “prohibited transaction” (as defined in Section 406 of the Employee Retirement Income Security Act
of 1974, as amended, including the regulations and published interpretations thereunder (“ERISA”), or Section 4975
of the Internal Revenue Code of 1986, as amended from time to time (the “Code”)) or “accumulated funding
deficiency” (as defined in Section 302 of ERISA) or any of the events set forth in Section 4043(b) of ERISA (other
than events with respect to which the thirty (30)-day notice requirement under Section 4043 of ERISA has been waived) has occurred
or could reasonably be expected to occur with respect to any employee benefit plan of the Company which could, singularly or in the aggregate,
have a Material Adverse Effect. Each employee benefit plan of the Company is in compliance in all material respects with applicable law,
including ERISA and the Code. The Company has not incurred and could not reasonably be expected to incur liability under Title IV of ERISA
with respect to the termination of, or withdrawal from, any pension plan (as defined in ERISA).
(dd) Environmental
Laws and Hazardous Materials. The Company is in compliance with all foreign, federal, state and local rules, laws and
regulations relating to the use, treatment, storage and disposal of hazardous or toxic substances or waste and protection of health
and safety or the environment which are applicable to its business (“Environmental Laws”). There has been
no storage, generation, transportation, handling, treatment, disposal, discharge, emission, or other release of any kind of toxic or
other wastes or other hazardous substances by, due to, or caused by the Company (or, to the Company’s knowledge, any other
entity for whose acts or omissions the Company is or may otherwise be liable) upon any of the property now or previously owned or
leased by the Company, or upon any other property, in violation of any law, statute, ordinance, rule, regulation, order, judgment,
decree or permit or which would, under any law, statute, ordinance, rule (including rule of common law), regulation,
order, judgment, decree or permit, give rise to any liability; and there has been no disposal, discharge, emission or other release
of any kind onto such property or into the environment surrounding such property of any toxic or other wastes or other hazardous
substances with respect to which the Company has knowledge.
(ee) Taxes.
The Company (i) has timely filed all necessary federal, state, local and foreign tax returns, and all such returns were true, complete
and correct, (ii) has paid all federal, state, local and foreign taxes, for which it is liable, including all sales and use taxes
and all taxes which the Company is obligated to withhold from amounts owing to employees, creditors and third parties and (iii) does
not have any tax deficiency or claims outstanding or assessed or, to its Knowledge, proposed against it, except those, in each of the
cases described in clauses (i), (ii) and (iii) above, that would not, singularly or in the aggregate, have a Material Adverse
Effect.
(ff) Insurance.
The Company carries, or is covered by, insurance in such amounts and covering such risks as is adequate for the conduct of its business
and the value of its property. The Company has no reason to believe that it will not be able to renew any existing insurance coverage
as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at
a cost that would not have a Material Adverse Effect. The Company has not received written notice from any insurer, agent of such insurer
or the broker of the Company that any material capital improvements or any other material expenditures (other than premium payments) are
required or necessary to be made in order to continue such insurance.
(gg) Accounting
Controls. The Company maintains a system of “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) of
the General Securities Act Rules under the Exchange Act (the “Exchange Act Rules”)) that complies with
the requirements of the Exchange Act and has been designed by its principal executive and principal financial officers, or under their
supervision, to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or
specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity
with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s
general or specific authorization and (iv) the recorded accountability for assets is compared with existing assets at reasonable
intervals and appropriate action is taken with respect to any differences. The Company’s internal control over financial reporting
is effective. Except as described in the General Disclosure Package and the Prospectus, there has been (A) no material weakness in
the Company’s internal control over financial reporting (whether or not remediated) and (B) no change in the Company’s
internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting.
(hh) Disclosure
Controls. The Company maintains “disclosure controls and procedures” (as such is defined in Rule 13a-15(e) of
the Exchange Act Rules) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed
to ensure that information required to be disclosed by the Company in reports that it files or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls
and procedures designed to ensure that such information is accumulated and communicated to the Company’s management to allow timely
decisions regarding disclosures.
(ii) Minute
Books. The minute books of the Company have been made available to the Underwriters and counsel for the Underwriters, and such books
(i) contain a complete summary of all meetings and actions of the board of directors (including each board committee) and stockholders
of the Company since the time of its incorporation through the date of the latest meeting and action and (ii) accurately in all material
respects reflect all transactions referred to in such minutes.
(jj) No
Undisclosed Relationships. No relationship, direct or indirect, exists between or among the Company on the one hand, and the Company’s
directors, officers or stockholders (or analogous interest holders) or any of their affiliates on the other hand, which is required to
be described in the General Disclosure Package and the Prospectus and which is not so described.
(kk) No
Registration Rights. No person has the right to require registration of any shares of Common Stock or other securities of the
Company because of the filing or effectiveness of the Registration Statement, except for persons who have expressly waived such
right in writing or who have been given timely and proper written notice and have failed to exercise such right within the time or
times required under the terms and conditions of such right. Except as described in the General Disclosure Package and the
Prospectus, there are no persons with registration rights or similar rights to have any securities registered by the Company or any
of its subsidiaries under the Securities Act.
(ll) Margin
Rules. The application of the proceeds received by the Company from the issuance, sale and delivery of the Public Units as described
in the General Disclosure Package and the Prospectus will not violate Regulation T, U or X of the Board of Governors of the Federal Reserve
system or any other regulation of such Board of Governors.
(mm) No
Broker’s Fees. The Company is not a party to any contract, agreement or understanding with any person (other than this Agreement)
that would give rise to a valid claim against the Company or the Underwriters for a brokerage commission, finder’s fee or like payment
in connection with the Offering and sale of the Public Units or any transaction contemplated by this Agreement, the Registration Statement,
the General Disclosure Package or the Prospectus.
(nn) Forward-Looking
Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act) contained in either the General Disclosure Package or the Prospectus has been made or reaffirmed without a reasonable basis
or has been disclosed other than in good faith.
(oo) Listing.
The Units, Common Stock and the Warrants have been approved for listing on the Exchange subject to notice of issuance. A registration
statement has been filed on Form 8-A pursuant to Section 12(b) of the Exchange Act, which registration statement complies
in all material respects with the Exchange Act and the Exchange Act Rules and is effective as of the date hereof.
(pp) Xxxxxxxx-Xxxxx
Act. There is and has been no failure on the part of the Company or, to the Company’s knowledge, any of the Company’s
officers or directors, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and
regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related
to loans, to the extent such provisions and rules and regulations are applicable.
(qq) No
Unlawful Payments. Neither the Company nor, to the Company’s knowledge, any employee or agent of the Company, has (i) used
any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made
any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns
from corporate funds, (iii) violated any provision of the Foreign Corrupt Practices Act of 1977, as amended or (iv) made any
other unlawful payment.
(rr) Statistical
and Market Data. The statistical and market related data included in the Registration Statement, the General Disclosure Package and
the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate, and such data agree with the
sources from which they are derived.
(ss) Compliance
with Money Laundering Laws. The operations of the Company are and have been conducted at all times in material compliance with all
applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the
Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT
Act), and the applicable anti-money laundering statutes of jurisdictions where the Company conducts business, the rules and regulations
thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively,
the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental
agency, authority or body or any arbitrator involving the Company with respect to the Anti-Money Laundering Laws is pending or, to the
Knowledge of the Company, threatened.
(tt) Compliance
with OFAC.
|
(A) |
Neither the Company nor any director, officer or employee thereof, nor, to the Company’s knowledge, any agent, affiliate or representative of the Company, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including the Crimea region, Cuba, Iran, North Korea, Sudan and Syria). |
|
(B) |
The Company will not, directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any other Person: (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the Offering, whether as underwriter, advisor, investor or otherwise). |
|
(C) |
The Company has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. |
(uu) FINRA
Matters. Except as disclosed in the Registration Statement, neither the Company nor any of its affiliates (within the meaning of FINRA
Rule 5121(f)(1)) directly or indirectly controls, is controlled by, or is under common control with, or is an associated person (within
the meaning of Article I, Section 1(ee) of the By-Laws of FINRA) of, any person that is a member of FINRA (a “FINRA
Member”).
(vv)
Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, during the period beginning 180
days prior to the first confidential submission of the Registration Statement with the Commission and ending on the effective date of
the Registration Statement, the Company has not made any direct or indirect payments (in cash, securities or any other “non-cash
compensation” as defined in FINRA Rule 5110(f)((1)(B)), nor has it entered into any arrangements, contracts, agreements or
understandings relating to the payment to: (i) any person, as a finder’s fee, consulting, investment banking, financial advisory,
origination fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who
raised or provided capital to the Company; (ii) any FINRA Member; or (iii) any person that, to the Company’s knowledge,
has any direct or indirect affiliation or association with any FINRA Member, other than payments to the Underwriters pursuant to this
Agreement.
(ww)
Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, no person to whom securities of
the Company have been privately sold during the period beginning 180 days prior to the initial confidential submission of the Registration
Statement with the Commission has, to the Company’s knowledge, any relationship or affiliation or association with any FINRA Member
intending to participate in the Offering. As used in this Agreement, the term “FINRA Member intending to participate in the
Offering” includes any associated person of a FINRA Member intending to participate in the Offering, any associated person
of a FINRA Member who is among such associated person’s immediate family and any affiliate of a FINRA Member intending to participate
in the Offering.
(xx) Except
as disclosed in the Registration Statement, to the Company’s knowledge, no FINRA Member intending to participate in the Offering
has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists if, at the time
of the FINRA Member’s participation in the Offering, any of the following applies: (A) the securities are to be issued by the
FINRA Member; (B) the Company controls, is controlled by or is under common control with the FINRA Member or the FINRA Member’s
associated persons; (C) at least 5% of the net proceeds of the Offering, not including underwriting compensation, are intended to
be (i) used to reduce or retire the balance of a loan or credit facility extended by the FINRA Member, its affiliates and its associated
persons, in the aggregate, or (ii) otherwise directed to the FINRA Member, its affiliates and associated persons, in the aggregate;
or (D) as a result of the Offering and any transactions contemplated at the time of the Offering: (i) the FINRA Member will
be an affiliate of the Company, (ii) the FINRA Member will become publicly owned or (iii) the Company will become a FINRA Member
or form a broker-dealer subsidiary.
(yy) No
Integration. The Company has not made any offer or sale of any securities which are required to be “integrated” pursuant
to the Securities Act or the Rules or Regulations with the offer and sale of the Public Units or any of their underlying securities
pursuant to the Registration Statement.
(zz) Questionnaires.
To the knowledge of the Company, all information contained in the questionnaires completed by the Company’s officers and directors
and provided to the Underwriters (the “Questionnaires”) is true and correct and the Company has not become aware
of any information that would cause the information disclosed in the Questionnaires to become inaccurate and incorrect.
(aaa) No
Acquisition Target Discussions. The Company has not, nor to its knowledge, has anyone on its behalf, initiated any substantive discussions,
directly or indirectly, with any potential target business regarding a potential initial Business Combination with the Company.
(bbb) No
Insider Fee Arrangements. No agreements have been entered into for the payment by the Company of consulting, finder or success fees
to any of the Company’s officers, directors, stockholders or their affiliates for assisting the Company in consummating its initial
Business Combination.
Any
certificate signed by or on behalf of the Company and delivered to the Representatives or to counsel for the Underwriters shall be deemed
to be a representation and warranty by the Company to each Underwriter as to the matters covered thereby.
3. PURCHASE,
SALE AND DELIVERY OF OFFERED SECURITIES. On the basis of the representations, warranties and agreements herein contained, but subject
to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and the Underwriters agree, severally
and not jointly, to purchase from the Company the respective number of Firm Units set forth opposite the names of the Underwriters in Schedule
A hereto. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their
respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’
judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus.
The
purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to
the Underwriters) $9.80 per Unit (the “Purchase Price”).
The
Company will deliver the Firm Units to the Representatives for the respective accounts of the several Underwriters, through the facilities
of The Depository Trust Company or, at the election of the Representatives, in the form of definitive certificates, in each such case,
issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior
to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price
therefor by wire transfer in federal (same day) funds to the Trust Account and such other account(s) as may be specified by the Company.
Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a condition of the obligations
of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 Noon, New York time, on _____, 2021, in
accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Initial
Closing Date”. The Initial Closing Date and the location of delivery of, and the form of payment for, the Firm Units may
be varied by agreement between the Company and the Representatives.
In
addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”)
to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the
Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of
Firm Units to be purchased by each of them, all or a portion of the Optional Units as may be necessary to cover over-allotments made
in connection with the offering of the Firm Units, at the same purchase price per Firm Unit to be paid by the Underwriters to the
Company. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and
from time to time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company,
setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for delivery of and payment for
the Optional Units. The number of Optional Units to be sold to each Underwriter shall be the number which bears the same proportion
to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such
Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment
as the Representatives may determine to eliminate fractional shares).
Each
date and time for delivery of and payment for Optional Units (which may be the Initial Closing Date, but not earlier) is herein called
the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five
(5) business days after written notice of exercise is given. Each Option Closing Date and the Initial Closing Date are herein called
the “Closing Dates,” or each a “Closing Date.”
The
Company will deliver the Optional Units to the Representatives for the respective accounts of the several Underwriters through the facilities
of The Depository Trust Company or, at the election of the Representatives, in the form of definitive certificates, in each such case,
issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior
to 12:00 Noon, New York time, on the business day immediately preceding the Option Closing Date against payment of the aggregate Purchase
Price therefor by wire transfer in federal (same day) funds to the Trust Account. Time shall be of the essence, and delivery at the time
and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company, in
the event the Representatives elect to have the Underwriters take delivery of definitive certificates instead of delivery from the Company
of the certificates through the facilities of The Depository Trust Company, shall make the certificates for the Optional Units available
to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, at
least one (1) full business day prior to the Option Closing Date. The Option Closing Date and the location of delivery of, and the
form of payment for, the Optional Units may be varied by agreement between the Company and the Representatives.
The
Company, the Underwriters and EBC agree that, on the Initial Closing Date, EBC will be paid a fee of $100,000 in addition to the total
underwriting discount in consideration for its services and expenses incurred as a QIU, and that EBC will receive no other compensation
in the Offering.
4. FURTHER
AGREEMENTS. The Company agrees with the several Underwriters:
(a) Required
Filings; Amendments or Supplements; Notice to the Representative. If agreed between the Company and the Representatives, to prepare
the Rule 462(b) Registration Statement, if necessary, in a form approved by the Representatives and the QIU and file such Rule 462(b) Registration
Statement with the Commission by 10:00 P.M., New York time, on the date hereof, and the Company shall at the time of filing either pay
to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment
of such fee pursuant to Rule 111(b) under the Securities Act; to prepare the Prospectus in a form approved by the Representatives
and the QIU and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the second (2nd) business
day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by the Securities Act;
to notify the Representatives and the QIU immediately of the Company’s intention to file or prepare any supplement or amendment
to the Registration Statement or to the Prospectus and to make no amendment or supplement to the Registration Statement, the General Disclosure
Package or to the Prospectus to which the Representatives or the QIU shall reasonably object by notice to the Company after a reasonable
period to review; to advise the Representatives and the QIU, promptly after it receives notice thereof, of the time when any amendment
to the Registration Statement has been filed or becomes effective or any supplement to the General Disclosure Package or the Prospectus
or any amended Prospectus or any Written Testing-the-Waters Communication has been filed and to furnish the Underwriters with copies thereof;
to file promptly all material required to be filed by the Company with the Commission pursuant to Rules 433(d) or 163(b)(2) under
the Securities Act, as the case may be; to advise the Representatives, promptly after it receives notice thereof, of the issuance by the
Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any Written
Testing-the-Waters Communication, of the suspension of the qualification of the Public Units, Public Shares or Public Warrants for offering
or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission
for the amending or supplementing of the Registration Statement, the General Disclosure Package or the Prospectus or for additional information
including any request for information concerning any Testing-the-Waters Communication; and, in the event of the issuance of any stop order
or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification,
to promptly use its best efforts to obtain the withdrawal of such order.
(b) Emerging
Growth Company. To promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to
the later of (a) the completion of the distribution of the Public Units within the meaning of the Securities Act, (b) the completion
of the Market Making Period and (c) completion of the Lock-Up Period (as defined below).
If
at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development
as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or
omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing
at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at
its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.
(c) Ongoing
Compliance. If at any time prior to the date when a prospectus relating to the Public Units is required to be delivered (or in lieu
thereof, the notice referred to in Rule 173(a) under the Securities Act), including during the Market Making Period (as defined
below), any event occurs or condition exists as a result of which the Prospectus as then amended or supplemented would include any untrue
statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances
under which they were made when the Prospectus is delivered (or in lieu thereof, the notice referred to in Rule 173(a) under
the Securities Act), not misleading, or if it is necessary at any time to amend or supplement the Registration Statement or the Prospectus
to comply with the Securities Act, to promptly notify the Representatives thereof and upon their request to prepare an appropriate amendment
or supplement in form and substance satisfactory to the Representatives which will correct such statement or omission or effect such compliance
and to use its best efforts to have any amendment to the Registration Statement declared effective as soon as possible. The Company will
furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time
reasonably request of such amendment or supplement. In case any Underwriter is required to deliver a prospectus (or in lieu thereof, the
notice referred to in Rule 173(a) under the Securities Act) relating to the Public Units, the Company upon the request of the
Representatives will prepare promptly an amended or supplemented Prospectus as may be necessary to permit compliance with the requirements
of Section 10(a)(3) of the Securities Act and deliver to such Underwriter as many copies as such Underwriter may request of
such amended or supplemented Prospectus complying with Section 10(a)(3) of the Securities Act. If during the period beginning
on the date hereof and expiring on the close of trading on the later of (i) 30 days from the date hereof and (ii) the date on
which the Company notifies the Representatives in writing that it no longer intends to keep current the Market Making Prospectus (the
“Market Making Period”), any event shall have occurred as a result of which, in the opinion of counsel for the
Company or counsel for the Representatives, the Market Marking Prospectus, as then amended or supplemented, includes an untrue statement
of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Market
Marking Prospectus to comply with the Securities Act, the Company will notify the Representatives promptly and prepare and file with the
Commission an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
(d) Amendment
to General Disclosure Package. If the General Disclosure Package is being used to solicit offers to buy the Public Units at a time
when the Prospectus is not yet available to prospective purchasers and any event shall occur as a result of which, in the judgment of
the Company or in the reasonable opinion of the Underwriters, it becomes necessary to amend or supplement the General Disclosure Package
in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, or to make the statements
therein not conflict with the information contained in the Registration Statement then on file and not superseded or modified, or if it
is necessary at any time to amend or supplement the General Disclosure Package to comply with any law, to promptly prepare, file with
the Commission (if required) and furnish to the Underwriters and any dealers an appropriate amendment or supplement to the General Disclosure
Package.
(e) Delivery
of Registration Statement. To the extent not publicly available on the Commission’s Electronic Data Gathering, Analysis and
Retrieval system or any successor system (“XXXXX”), upon the request of the Representatives, to furnish promptly
to the Representatives and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission,
and of each amendment thereto filed with the Commission, including all consents and exhibits filed therewith.
(f) Delivery
of Copies. Upon request of the Representatives, to the extent not publicly available on XXXXX, to deliver promptly to the Representatives
such number of the following documents as the Representatives shall reasonably request: (i) conformed copies of the Registration
Statement as originally filed with the Commission (in each case excluding exhibits), (ii) each Preliminary Prospectus, (iii) the
Market Making Prospectus, (iv) the Prospectus (the delivery of the documents referred to in clauses (i), (ii), (iii) and (iv) of
this paragraph to be made not later than 10:00 A.M., New York time, on the second business day following the execution and delivery of
this Agreement), (v) conformed copies of any amendment to the Registration Statement (excluding exhibits) and (vi) any amendment
or supplement to the General Disclosure Package or the Prospectus (the delivery of the documents referred to in clauses (v) and (vi) of
this paragraph to be made not later than 10:00 A.M., New York City time, on the second business day following the date of such amendment
or supplement).
(g) Earnings
Statement. To make generally available to its security holders as soon as practicable, but in any event not later than sixteen (16)
months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings
statement of the Company (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the option
of the Company, Rule 158 under the Securities Act); and to furnish to its security holders as soon as practicable after the end of
each fiscal year an annual report (including a balance sheet and statements of income, stockholders’ equity and cash flows of the
Company certified by independent public accountants) and as soon as possible after each of the first three fiscal quarters of each fiscal
year (beginning with the first fiscal quarter after the effective date of such Registration Statement), summary financial information
of the Company for such quarter in reasonable detail.
(h) Blue
Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Public
Units and any of the underlying securities for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic
or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws,
for so long as required to permit the offer and sale of Public Units and any of the underlying securities in such jurisdictions; provided that
the Company shall not be obligated to (i) qualify as foreign corporation in any jurisdiction in which it is not so qualified, (ii) file
a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is
not otherwise so subject.
(i) Reports.
Upon request, during the period of five (5) years from the date hereof, to deliver to each of the Underwriters, (i) as soon
as they are available, copies of all reports or other communications (financial or other) furnished to security holders and (ii) as
soon as they are available, copies of any reports and financial statements furnished or filed with the Commission or any national securities
exchange on which the Units, the Common Stock or the Warrants are listed. However, so long as the Company is subject to the reporting
requirements of either Section 13 or Section 15(d) of the Exchange Act and is timely filing reports on XXXXX, it is not
required to furnish such reports or statements to the Underwriters.
(j) Lock-Up.
During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this
Agreement, (the “Lock-Up Period”) to not, without the prior written consent of the Representatives (which
consent may be withheld at the sole discretion of the Representatives), directly or indirectly offer, sell (including in any short
sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within the meaning of
Rule 16a-1(h) under the Exchange Act or otherwise dispose of, or announce the offering of, or file any registration
statement under the Securities Act in respect of, any Units, Common Stock, options, rights or warrants to acquire shares of Common
Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this
Agreement with respect to the Public Units) or publicly announce any intention to do any of the foregoing. The Company will cause
each of the Company’s officers, directors and security holders prior to the Offering to furnish to the Representatives, prior
to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on
disposition of securities of the Company, and the Company shall not release any such party from such “lock-up”
restrictions without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the
Representatives). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private Units, (b) issue and sell
the Optional Units on exercise of the option provided for in Section 3 hereof, (c) register with the
Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the
resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying
the Private Units and the Private Warrants and (d) issue securities in connection with a Business
Combination; provided, further, that in no case shall the Company issue any shares of Common Stock, options,
rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of
Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote as a
class with the Common Stock on a Business Combination.
(k) Intentionally
Omitted.
(l) Delivery
of SEC Correspondence. To supply the Underwriters with copies of all correspondence to and from, and all documents issued to and by,
the Commission in connection with the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common
Stock underlying them) under the Securities Act or any of the Registration Statement, any Preliminary Prospectus or the Prospectus, or
any amendment or supplement thereto or document incorporated by reference therein.
(m) Press
Releases. Prior to the Initial Closing Date, not to issue any press release or other communication directly or indirectly or hold
any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects,
without the prior consent of the Representatives, unless in the judgment of the Company and its counsel, and after notification to the
Representatives, such press release or communication is required by law or rules of the Exchange.
(n) Compliance
with Regulation M. Until the Underwriters shall have notified the Company of the completion of the resale of the Public Units, not
to, and use its best efforts to cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone
or with one or more other persons, bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial
interest, any Public Units, or attempt to induce any person to purchase any Public Units; and not to, and to use its best efforts to cause
its affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising
the price of the Public Units.
(o) Registrar,
Transfer Agent and Warrant Agent. To maintain, at its expense, a registrar, transfer agent and warrant agent for the Units, Common
Stock and Warrants.
(p) Use
of Proceeds. To apply the net proceeds from the sale of the Units as set forth in the Registration Statement, the General Disclosure
Package and the Prospectus under the heading “Use of Proceeds”; except as disclosed in the General Disclosure Package and
the Prospectus, the Company does not intend to use any of the proceeds from the sale of the Public Units hereunder to repay any outstanding
debt owed to any affiliate of any Underwriter.
(q) Exchange
Listing. To use its reasonable best efforts to list the Units, Common Stock and the Warrants on the Exchange, and to maintain the
listing of the Units, Common Stock and the Warrants on the Exchange until completion of a Business Combination.
(r) Performance
of Covenants and Satisfaction of Conditions. To use its best efforts to do and perform all things required to be done or performed
under this Agreement by the Company prior to each Closing Date and to satisfy all conditions precedent to the delivery of the Firm Units
and the Optional Units.
(s) Private
Unit Funds. No later than the Initial Closing Date, to cause the Private Unit Subscribers to wire to the Trust Account the purchase
price for the Private Units to be purchased by them on the Initial Closing Date, and to direct the trustee to hold such funds in escrow
therein, such that upon payment for the Public Units pursuant to this Agreement, the amount of cash in the Trust Account (without giving
effect to any income earned thereon) will equal $10.15 per Public Unit outstanding as of the Initial Closing Date. No later than the Option
Closing Date, to cause the Private Unit Subscribers to wire to the Trust Account the purchase price for the Private Units to be purchased
by them on such Option Closing Date, and to direct the trustee under the Trust Agreement to hold such funds in escrow therein.
(t) Other
Prospectuses. At any time at or after the executing of this Agreement, not to, directly or indirectly, offer or sell any Public
Units, Public Shares or Public Warrants by means of any “prospectus” (within the meaning of the Securities Act), or use
any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of any Public Units,
Public Shares or Public Warrants, in each case other than the Prospectus.
(u) No
Stabilization or Manipulation. Not to take, directly or indirectly, any action designed, or which will constitute, or has constituted,
or might reasonably be expected to cause or result in, the stabilization or manipulation of the price of any securities of the Company
to facilitate the sale or resale of the Public Units, Public Shares or Public Warrants.
(v) Exchange
Act Registration. For a period of time commencing at the Effective Time and ending at least five (5) years from the date of the
consummation of the Business Combination, or until such earlier time at which Liquidation (as defined below) occurs, to use its best efforts
to maintain the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying
them) under the provisions of the Exchange Act, except, in the case of the Public Units, after the completion of a Business Combination;
the Company will not deregister the Public Units, Public Shares or Public Warrants under the Exchange Act, except, in the case of the
Public Units, after the completion of a Business Combination, without the prior written consent of the Representatives; “Liquidation”
means the distribution of all of the funds in the Trust Account to the stockholders holding Public Shares (the “Public Stockholders”)
in connection with the redemption of shares of Common Stock held by such Public Stockholders pursuant to the terms of the Company’s
Amended and Restated Certificate of Incorporation.
(w) Audited
Balance Sheet. To retain, as of the date hereof, its independent registered public accounting firm to audit the balance sheet of the
Company (the “Audited Balance Sheet”) as of the time at which payment and delivery of the Firm Units have been
made (the “Time of Purchase”) reflecting the receipt by the Company of the proceeds of the Offering at the Time
of Purchase; as soon as the Audited Balance Sheet becomes available, to promptly, but not later than four business days after the Time
of Purchase, file a Current Report on Form 8-K with the Commission, which report shall contain the Company’s Audited Balance
Sheet; additionally, upon the Company’s receipt of the proceeds from the exercise of all or any portion of the Over-Allotment Option
provided for in Section 2 hereof, to promptly, but not later than four business days after the receipt of such proceeds,
file a Current Report on Form 8-K with the Commission, which report shall disclose the Company’s sale of Optional Units and
its receipt of the proceeds therefrom.
(x) Review
of Financial Statements. For a period commencing on the Effective Time and ending at least five (5) years from the date of the
consummation of the Business Combination or until such earlier time at which the Liquidation occurs or the Common Stock and Public Warrants
cease to be publicly traded, to, at its expense, cause its regularly engaged independent registered public accounting firm to review the
Company’s financial statements for each of the first three fiscal quarters prior to the announcement of quarterly financial information,
the filing of the Company’s Quarterly Report on Form 10-Q and the mailing, if any, of quarterly financial information to stockholders.
(y) Intentionally
Omitted.
(z) Intentionally
Omitted.
(aa) Warrant
Agent. To retain a warrant agent for a period commencing at the Effective Time and ending at least five (5) years from the date
of the consummation of the Business Combination or until such earlier time at which the Liquidation occurs or the Public Warrants cease
to be publicly traded.
(bb) Transactions
with Insiders. Not to consummate a Business Combination with any entity that is affiliated with any of the Company’s officers,
directors or initial stockholders unless it obtains an opinion from an independent investment banking firm or another independent entity
that commonly provides fairness opinions that such Business Combination is fair to the Company’s stockholders from a financial point
of view; other than as set forth in the Registration Statement, the Company shall not pay any of the Company’s officers, directors,
initial stockholders or any of their respective affiliates any fees or compensation for services rendered to the Company prior to, or
in connection with, the consummation of a Business Combination.
(cc) FINRA
Notification. For a period of sixty (60) days following the Effective Time, in the event any person (regardless of any FINRA
affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and
acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the
Company, to promptly provide to the Representatives and counsel for the Underwriters a notification prior to entering into the
agreement or transaction relating to a potential Business Combination: (i) the identity of the person providing any such
services; (ii) complete details of all such services and copies of all agreements governing such services prior to entering
into the agreement or transaction; and (iii) justification as to why the value received by any person for such services is not
underwriting compensation for the Offering; the Company also agrees that proper disclosure of such arrangement or potential
arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection
with the Business Combination for purposes of offering redemption of shares held by its stockholders for soliciting stockholder
approval; as applicable. The Company shall advise the Representatives and counsel for the Underwriters if the Company is aware that
any 10% or greater stockholder of the Company becomes an affiliate or associated person of a FINRA Member participating in the
distribution of the Company’s securities (other than the Representatives).
(dd) Proceeds
to be Held in Trust. To cause the proceeds of the Offering and the sale of the Private Units held in the Trust Account to be used
in accordance with the Trust Agreement.
(ee) Reservation
of Shares. To reserve and keep available the maximum number of its authorized but unissued securities that are issuable upon exercise
of the Warrants outstanding from time to time.
(ff) Rule 419.
To use commercially reasonable efforts to prevent the Company from becoming subject to Rule 419 under the Securities Act prior to
the consummation of any Business Combination, including using its best efforts to prevent any of the Company’s outstanding securities
from being deemed to be a “xxxxx stock” as defined in Rule 3a-51-1 under the Exchange Act during such period.
(gg) Controls.
To the extent required by Rule 13a-15(e) under the Exchange Act, to maintain “disclosure controls and procedures”
(as defined under Rule 13a-15(e) under the Exchange Act) and a system of internal accounting controls sufficient to provide
reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization,
(ii) transactions are recorded as necessary in order to permit preparation of financial statements in accordance with GAAP and to
maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific
authorization and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate
action is taken with respect to any differences.
(hh) Xxxxxxxx-Xxxxx.
As soon as legally required to do so, to take all actions, and to use its best efforts to cause its directors and officers, in their capacities
as such, to take all actions, necessary to comply with any provisions of the Xxxxxxxx-Xxxxx Act of 2002, as amended, including Section 402
related to loans and Sections 302 and 906 related to certifications, and to comply with the rules of the Commission and the Exchange
promulgated thereunder and relating thereto.
(ii) Intentionally
Omitted.
(jj) Insider
Letter Amendments. To not take any action or omit to take any action which would cause a breach of any Insider Letter and to not allow
any amendments to, or waivers of, any Insider Letter without the prior written consent of the Representatives.
(kk) Trust
Account Waivers. To seek to have all vendors, service providers (other than the Company’s independent auditors), prospective
target businesses, lenders or other third parties with which it does business enter into agreements waiving any right, title, interest
or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Stockholders. Such agreements shall substantially
be in the forms attached hereto as Exhibit I and Exhibit II. Each of the Underwriters and the Representatives
hereby agree that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”)
and waive any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company
and will not seek recourse against the Trust Account for any reason whatsoever.
(ll) Future
Financings. The Company agrees that neither it, nor any successor of the Company, will consummate any public or private equity
or debt financing prior to or in connection with the consummation of a Business Combination, unless all investors in such financing
expressly waive, in writing, any Claim against the Trust Account.
(mm) Intentionally
Omitted.
(nn) Public
Announcement of Business Combination. In the event that the Company desires or is required by an applicable law or regulation to cause
an announcement (“Business Combination Announcement”) to be placed in The Wall Street Journal, The New York
Times or any other news or media publication or outlet or to be made via a public filing or submission with the Commission announcing
the consummation of the Business Combination that indicates that the Underwriters were the underwriters in the Offering, the Company shall
supply the Representatives with a draft of the Business Combination Announcement and provide the Representatives with a reasonable advance
opportunity to comment thereon, subject to the agreement of the Underwriters to keep confidential such draft announcement in accordance
with such Underwriter’s standard policies regarding confidential information.
(oo) Target
Fair Market Value. The Company agrees that the business(es) or entities that it acquires in its initial Business Combination (the
“Target Business”) must have an aggregate fair market value equal to at least 80% of the balance in the Trust
Account (excluding any taxes) at the time of signing the definitive agreement for the Business Combination with such Target Business.
The fair market value of such business must be determined by the Board of Directors of the Company based upon standards generally accepted
by the financial community, such as actual and potential sales, earnings, cash flow and book value. If the Board of Directors of the Company
is not able to independently determine that the Target Business meets such fair market value requirement, the Company will obtain an opinion
from an unaffiliated, independent investment banking firm, or another independent entity that commonly renders valuation opinions. The
Company is not required to obtain such an opinion as to the fair market value if the Company’s Board of Directors independently
determines that the Target Business does have sufficient fair market value.
(pp) Forfeiture
of Shares. To the extent the Over-Allotment Option is not exercised in full, the Company will consummate any forfeiture of shares
of Common Stock consistent with the terms of the Escrow Agreement.
5. PAYMENT OF
EXPENSES. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether or not the transactions contemplated
hereby are consummated or this Agreement is terminated: (a) the costs incident to the authorization, issuance, sale, preparation
and delivery of the Units, the Shares and the Warrants and any taxes payable in that connection; (b) the costs incident to the registration
of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act
and the Exchange Act; (c) the costs incident to the preparation, printing and distribution of the Registration Statement, each Preliminary
Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto and the costs of printing,
reproducing and distributing all underwriting documents related to the Offering and any closing documents by mail or other means of communications;
(d) any applicable listing or other fees; (e) the fees and expenses of qualifying the Units, the Shares and the Warrants under
the securities laws of the several jurisdictions as provided in Section 4(h); (f) the fees and expenses (including
related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review
by FINRA of the terms of the sale of the Public Units and making any filings with FINRA; (g) the cost of preparing and printing stock
certificates; (h) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent;
and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company
under this Agreement (including the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided that,
except to the extent otherwise provided in this Section 5 and in Sections 9 and 10,
the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes on the resale
of any Public Units by them and the expenses of advertising any offering of the Public Units made by them.
6. CONDITIONS
TO UNDERWRITERS’ OBLIGATIONS. The respective obligations of the several Underwriters hereunder are subject to the accuracy,
when made and as of the Applicable Time and on each Closing Date, of the representations and warranties of the Company contained herein,
to the accuracy of the statements made by or on behalf of the Company in any certificates pursuant to the provisions hereof, to the performance
by the Company of its obligations hereunder, and to each of the following additional terms and conditions:
(a) Registration
Compliance; No Stop Orders. The Registration Statement has become effective under the Securities Act, and no stop order suspending
the effectiveness of the Registration Statement or any part thereof, preventing or suspending the use of any Preliminary Prospectus, the
Prospectus or any Permitted Free Writing Prospectus or any part thereof shall have been issued and no proceedings for that purpose or
pursuant to Section 8A under the Securities Act shall have been initiated or threatened by the Commission, and all requests for additional
information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been
complied with to the reasonable satisfaction of the Representatives; the Rule 462(b) Registration Statement, if any, and the
Prospectus shall have been filed with the Commission within the applicable time period prescribed for such filing by, and in compliance
with, the Securities Act Rules and in accordance with Section 4(a) of this Agreement, and the Rule 462(b) Registration
Statement, if any, shall have become effective immediately upon its filing with the Commission; and FINRA shall have raised no unresolved
objection to the fairness and reasonableness of the terms of this Agreement or the transactions contemplated hereby.
(b) No
Material Misstatements. None of the Registration Statement or any amendment or supplement thereto shall contain an untrue statement
of a fact which, in the opinion of counsel for the Underwriters, is material or omits to state any fact which, in the opinion of such
counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading, and none of the
General Disclosure Package or the Prospectus or any amendment or supplement thereto shall contain an untrue statement of fact which, in
the opinion of such counsel, is material or omits to state any fact which, in the opinion of such counsel, is material and is necessary
in order to make the statements, in the light of the circumstances in which they were made, not misleading.
(c) Corporate
Proceedings. All corporate proceedings incident to the authorization, form and validity of each of this Agreement, the Other Transaction
Agreements, the Units and the Common Stock and Warrants included therein, all shares of Common Stock outstanding prior to the date of
the Prospectus, the Registration Statement, the General Disclosure Package and the Prospectus, and the transactions contemplated hereby,
shall be reasonably satisfactory in all material respects to counsel for the Underwriters, and the Company shall have furnished to such
counsel all documents and information that they may reasonably request to enable them to pass upon such matters.
(d) Opinion
and 10b-5 Statement of Counsel for the Company. Loeb & Loeb LLP, counsel to the Company, shall have furnished to the Representatives
such counsel’s written opinion and 10b-5 statement, as counsel to the Company, addressed to the Underwriters and dated each Closing
Date, in form and substance reasonably satisfactory to the Representative.
(e) Opinion
and 10b-5 Statement of Counsel for the Underwriters. The Representatives shall have received from Xxxxxxxx Xxxxxx, counsel for the
Underwriters, such opinion or opinions and 10b-5 statement, dated each Closing Date, with respect to such matters as the Underwriters
may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass
upon such matters.
(f) Comfort
Letter. At the time of the execution of this Agreement, the Representatives shall have received from Xxxxxx, LLP a letter, addressed
to the Underwriters, executed and dated such date, in form and substance reasonably satisfactory to the Representatives (i) confirming
that they are an independent registered accounting firm with respect to the Company within the meaning of the Securities Act and the Securities
Act Rules and PCAOB and (ii) stating the conclusions and findings of such firm, of the type ordinarily included in accountants’
“comfort letters” to underwriters, with respect to the financial statements and certain financial information contained or
incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus.
(g) Bring-Down
Comfort. On the effective date of any post-effective amendment to the Registration Statement and on each Closing Date, the Representatives
shall have received a letter (the “bring-down letter”) from Xxxxxx, LLP addressed to the Underwriters and dated
such Closing Date confirming, as of the date of the bring-down letter (or, with respect to matters involving changes or developments since
the respective dates as of which specified financial information is given in the General Disclosure Package and the Prospectus, as the
case may be, as of a date not more than three (3) business days prior to the date of the bring-down letter), the conclusions and
findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect
to the financial information and other matters covered by its letter delivered to the Representatives concurrently with the execution
of this Agreement pursuant to paragraph (f) of this Section 6.
(h) Officers’
Certificate. The Company shall have furnished to the Representatives a certificate, dated as of each Closing Date, of its Chief Executive
Officer and its Chief Financial Officer stating in their respective capacities as officers of the Company on behalf of the Company that
(i) no stop order suspending the effectiveness of the Registration Statement (including, for avoidance of doubt, any Rule 462(b) Registration
Statement), or any post-effective amendment thereto, shall be in effect and no proceedings for such purpose shall have been instituted
or, to their knowledge, threatened by the Commission, (ii) for the period from and including the date of this Agreement through and
including such Closing Date, there has not occurred any Material Adverse Effect, (iii) to their knowledge, as of such Closing Date,
the representations and warranties of the Company in this Agreement are true and correct and the Company has complied with all agreements
and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date and (iv) there has
not been, subsequent to the date of the most recent audited financial statements included or incorporated by reference in the General
Disclosure Package, any Material Adverse Effect in the financial position or results of operations of the Company, or any change or development
that, singularly or in the aggregate, would reasonably be expected to involve a Material Adverse Effect, except as set forth in the General
Disclosure Package and the Prospectus.
(i) No
Material Adverse Effect. Since the date of the latest audited financial statements included in the General Disclosure Package, (i) the
Company shall not have sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or
not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in the
General Disclosure Package and the Prospectus and (ii) there shall not have been any change in the capital stock or long-term debt
of the Company, or any change, or any development involving a prospective change, in or affecting the business, properties, general affairs,
management, financial position, stockholders’ equity, results of operations or prospects of the Company, otherwise than as set forth
in the General Disclosure Package and the Prospectus, the effect of which, in any such case described in clause (i) or (ii) of
this paragraph (i), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to
proceed with the sale or delivery of the Public Units on the terms and in the manner contemplated in the General Disclosure Package and
the Prospectus.
(j) No
Legal Impediment to Issuance. No action shall have been taken and no law, statute, rule, regulation or order shall have been enacted,
adopted or issued by any governmental or regulatory agency or body which would prevent the issuance or sale of the Public Units; and no
injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued
which would prevent the issuance or sale of the Public Units or materially and adversely affect or potentially materially and adversely
affect the business or operations of the Company.
(k) Market
Conditions. Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading
in any of the Company’s securities shall have been suspended or materially limited by the Commission or the Exchange, or trading
in securities generally on the New York Stock Exchange, NYSE American, NASDAQ Global Select Market, NASDAQ Global Market, or the Exchange
or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter market, shall
have been suspended or materially limited, or minimum or maximum prices or a maximum range for prices shall have been established on any
such exchange or such market by the Commission, by such exchange or market or by any other regulatory body or governmental authority having
jurisdiction, (ii) a banking moratorium shall have been declared by Federal or state authorities or a material disruption shall have
occurred in commercial banking or securities settlement or clearance services in the United States, (iii) the United States shall
have become engaged in hostilities or the subject of an act of terrorism or there shall have been an outbreak of or escalation in hostilities
involving the United States, or there shall have been a declaration of a national emergency or war by the United States or (iv) there
shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of international
conditions on the financial markets in the United States shall be such) as to make it, in the judgment of the Representatives, impracticable
or inadvisable to proceed with the sale or delivery of the Public Units on the terms and in the manner contemplated in the General Disclosure
Package and the Prospectus.
(l) Exchange
Listing. The Exchange shall have approved the Units, Common Stock and the Warrants for listing thereon, subject only to official notice
of issuance.
(m) Good
Standing. The Representatives shall have received on each Closing Date satisfactory evidence of the good standing of the Company
in the State of Delaware and its good standing as a foreign entity in such other jurisdictions as the Representatives may reasonably
request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such
jurisdictions.
(n) Other
Transaction Agreements. The Representatives shall have received duly executed copies of the Other Transaction Agreements.
(o) Secretary’s
Certificate. The Company shall have furnished to the Representatives a Secretary’s Certificate of the Company, in form and substance
reasonably satisfactory to counsel for the Underwriters and customary for the type of offering contemplated by this Agreement.
(p) Additional
Document. On or prior to each Closing Date, the Company shall have furnished to the Representatives such further certificates and
documents as the Representatives may reasonably request.
(q) Private
Units. Each of the Private Unit Subscribers shall have caused its respective purchase price for the Private Units to be purchased
by it on the Initial Closing Date to be wired to the Trust Account, such that upon payment for the Public Units pursuant to this Agreement,
the amount of cash in the Trust Account (without giving effect to any income earned thereon) will equal $10.15 per Public Unit outstanding
as of the Initial Closing Date.
All
opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.
7. INDEMNIFICATION
AND CONTRIBUTION.
(a) Indemnification
of Underwriters and QIU by the Company. The Company shall indemnify and hold harmless:
(i) each
Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who
controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively,
the “Underwriter Indemnified Parties” and each an “Underwriter Indemnified Party”)
against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint
or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss,
claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or
alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the
Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any materials or information provided to investors
by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow
or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”)
or (B) the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the
Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, a material fact required
to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party
promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with
investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred
in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are
incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such
loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission
or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement
thereto, or any Marketing Materials made in reliance upon, and in conformity with, written information furnished to the Company through
the Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited
to the Underwriters’ Information; and
(ii) the
QIU and its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who
controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively,
the “QIU Indemnified Parties” and each a “QIU Indemnified Party”) against any
loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or
several, to which that QIU Indemnified Party may become subject, under the Securities Act or otherwise, arising out of or based upon
the QIU acting as a qualified independent underwriter within the meaning of Rule 5121 of the FINRA Rules in connection
with the offering contemplated by this Agreement, and shall reimburse each QIU Indemnified Party promptly upon demand for any legal
fees or other expenses reasonably incurred by that QIU Indemnified Party in connection with investigating, or preparing to defend,
or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss,
claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred.
Each
indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in
this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall
not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified
Party or QIU Indemnified Party.
(b) Indemnification
of Company by the Underwriters. Each Underwriter, severally and not jointly, shall indemnify and hold harmless the Company and its
directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnified Parties”
and each a “Company Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or
any action, investigation or proceeding in respect thereof), joint or several, to which such Company Indemnified Party may become subject,
under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises
out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus,
the Registration Statement or the Prospectus, or in any amendment or supplement thereto or (ii) the omission or alleged omission
to state in any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material
fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that
the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon, and in conformity with, written
information furnished to the Company through the Representatives by or on behalf of that Underwriter specifically for use therein, which
information the parties hereto agree is limited to the Underwriters’ Information, and shall reimburse the Company Indemnified Parties
promptly upon demand for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to
defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation
or proceeding, as such fees and expenses are incurred. This indemnity agreement is not exclusive and is in addition to any liability which
the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available under this Agreement,
at law or in equity to the Company Indemnified Parties.
(c) Promptly
after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under
this Section 7, notify such indemnifying party in writing of the commencement of that
action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any
liability which it may have under this Section 7 except to the extent it has been materially prejudiced by
such failure; and, provided, further, that the failure to notify an indemnifying party shall not relieve it
from any liability which it may have to an indemnified party otherwise than under this Section 7. If any such
action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party
shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying
party, to assume the defense of such action with counsel reasonably satisfactory to the indemnified party (which counsel shall not,
except with the written consent of the indemnified party, be counsel to the indemnifying party). After notice from the indemnifying
party to the indemnified party of its election to assume the defense of such action, except as provided herein, the indemnifying
party shall not be liable to the indemnified party under Section 7 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense of such action other than reasonable costs of
investigation; provided, however, that any indemnified party shall have the right to employ separate counsel
in any such action and to participate in the defense of such action but the fees and expenses of such counsel (other than reasonable
costs of investigation) shall be at the expense of such indemnified party unless (i) the employment thereof has been
specifically authorized in writing by the Company in the case of a claim for indemnification
under Section 7(a) or the Representatives in the case of a claim for indemnification
under Section 7(b), (ii) such indemnified party shall have been advised by its counsel that there may be one
or more actual or potential legal defenses available to it which are different from or additional to those available to the
indemnifying party, (iii) such indemnified party is a QIU Indemnified Party and shall have been advised by its counsel that
there may be one or more actual or potential legal defenses available to the QIU Indemnified Parties which are different from or
additional to those available to other indemnified parties or (iv) the indemnifying party has failed to assume the defense of
such action and employ counsel reasonably satisfactory to the indemnified party within a reasonable period of time after notice of
the commencement of the action or the indemnifying party does not diligently defend the action after assumption of the defense, in
which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the
expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of (or, in the case of a
failure to diligently defend the action after assumption of the defense, to continue to defend) such action on behalf of such
indemnified party and the indemnifying party shall be responsible for legal or other expenses subsequently incurred by such
indemnified party in connection with the defense of such action; provided, however, that except in the
circumstances described in clauses (iii) or (iv) of this Section 7(c), the indemnifying party shall not,
in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out
of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of
attorneys at any time for all such indemnified parties (in addition to any local counsel), which firm shall be designated in writing
by the Representatives if the indemnified parties under this Section 7 consist of any Underwriter Indemnified
Party or by the Company if the indemnified parties under this Section 7consist of any Company Indemnified Parties.
Subject to this Section 7(c), the amount payable by an indemnifying party
under Section 7 shall include, but not be limited to, (x) reasonable legal fees and expenses of counsel
to the indemnified party and any other expenses in investigating, or preparing to defend or defending against, or appearing as a
third party witness in respect of, or otherwise incurred in connection with, any action, investigation, proceeding or claim and
(y) all amounts paid in settlement of any of the foregoing. No indemnifying party shall, without the prior written consent of
the indemnified parties, settle or compromise or consent to the entry of judgment with respect to any pending or threatened action
or any claim whatsoever, in respect of which indemnification or contribution could be sought under
this Section 7 (whether or not the indemnified parties are actual or potential parties thereto), unless such
settlement, compromise or consent (i) includes an unconditional release of each indemnified party in form and substance
reasonably satisfactory to such indemnified party from all liability arising out of such action or claim and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.
Subject to the provisions of the following sentence, no indemnifying party shall be liable for settlement of any pending or
threatened action or any claim whatsoever that is effected without its written consent (which consent shall not be unreasonably
withheld or delayed), but if settled with its written consent, if its consent has been unreasonably withheld or delayed or if there
be a judgment for the plaintiff in any such matter, the indemnifying party agrees to indemnify and hold harmless any indemnified
party from and against any loss or liability by reason of such settlement or judgment. In addition, if at any time an indemnified
party shall have requested that an indemnifying party reimburse the indemnified party for fees and expenses of counsel, such
indemnifying party agrees that it shall be liable for any settlement of the nature contemplated
by Section 7(a) effected without its written consent if (i) such settlement is entered into more than
forty-five (45) days after receipt by such indemnifying party of the request for reimbursement, (ii) such indemnifying party
shall have received notice of the terms of such settlement at least thirty (30) days prior to such settlement being entered into and
(iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the
date of such settlement.
(d) If the
indemnification provided for in this Section 7 is unavailable or insufficient to hold harmless an indemnified
party under Section 7(a) or 7(b), then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid, payable or otherwise incurred by such indemnified party as a result of such loss,
claim, damage, expense or liability (or any action, investigation or proceeding in respect thereof), as incurred, (i) in such
proportion as shall be appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on
the other from the offering of the Public Units or (ii) if the allocation provided by clause (i) of
this Section 7(d) is not permitted by applicable law, in such proportion as is appropriate to reflect not only
the relative benefits referred to it in clause (i) of this Section 7(d) but also the relative fault of
the Company on the one hand and the Underwriters on the other with respect to the statements, omissions, acts or failures to act
which resulted in such loss, claim, damage, expense or liability (or any action, investigation or proceeding in respect thereof) as
well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the
Underwriters on the other with respect to such offering shall be deemed to be in the same proportion as the total net proceeds from
the offering of the Public Units purchased under this Agreement (before deducting expenses) received by the Company bear to the
total underwriting discounts and commissions received by the Underwriters with respect to the Public Units purchased under this
Agreement, in each case as set forth in the table on the cover page of the Prospectus. The relative fault of the Company on the
one hand and the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by
the Company on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such untrue statement, omission, act or failure to
act; provided that the parties hereto agree that the written information furnished to the Company through the
Representatives by or on behalf of the Underwriters for use in the Preliminary Prospectus, the Registration Statement or the
Prospectus, or in any amendment or supplement thereto, consists solely of the Underwriters’ Information.
(e) The
parties hereto agree that it would not be just and equitable if contributions pursuant to Section 7(d) above were
to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations
referred to Section 7(d) above. The amount paid or payable by an indemnified party as a result of the loss, claim,
damage, expense, liability, action, investigation or proceeding referred to in Section 7(d) above shall be deemed
to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection
with investigating, preparing to defend or defending against or appearing as a third party witness in respect of, or otherwise incurred
in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding. Notwithstanding the provisions
of this Xxxxxxx 0, xxxx of the Underwriters and the QIU shall be required to contribute any amount in excess of the amount
by which the total underwriting discounts and commissions or other fee received by such person with respect to the Offering exceeds the
amount of any damages which the person has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement,
omission or alleged omission, act or alleged act or failure to act. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters’ obligations to contribute as provided in this Section 7 are several in
proportion to their respective underwriting obligations and not joint.
8. TERMINATION.
The obligations of the Underwriters hereunder may be terminated by the Representatives, in their absolute discretion, by notice given
to the Company prior to delivery of and payment for the Firm Units if, prior to that time, any of the events described in Sections
6(i), 6(j) or 6(k) have occurred or if the Underwriters shall decline to purchase the Firm Units
for any reason permitted under this Agreement.
9. REIMBURSEMENT
OF UNDERWRITERS’ EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have
been terminated pursuant to Sections 8 or 10, (b) the Company shall fail to tender the Firm Units for
delivery to the Underwriters for any reason not permitted under this Agreement, (c) the Underwriters shall decline to purchase the
Firm Units for any reason permitted under this Agreement or (d) the sale of the Firm Units is not consummated because any condition
to the obligations of the Underwriters set forth herein is not satisfied or because of the refusal, inability or failure on the part of
the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the
payment of amounts in accordance with Section 5, the Company shall reimburse the Underwriters, pro rata based on the
number of Firm Units each Underwriter agreed to sell hereunder, for the fees and expenses of Underwriters’ counsel and for such
other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase
of the Firm Units, including travel and lodging expenses of the Underwriters, and upon demand the Company shall pay the full amount thereof
to the Representatives; provided that if this Agreement is terminated pursuant to Section 10 by
reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account
of expenses to the extent incurred by such defaulting Underwriter, and provided further that the foregoing shall not
limit any reimbursement obligation of the Company to any non-defaulting Underwriter under this Section 9.
10. SUBSTITUTION
OF UNDERWRITERS. If any Underwriter or Underwriters shall default in its or their obligations to purchase Public Units hereunder
on any Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to
purchase does not exceed ten percent (10%) of the total number of Units to be purchased by all Underwriters on such Closing Date,
the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Units
which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or
Underwriters shall so default and the aggregate number of Units with respect to which such default or defaults occur is more than
ten percent (10%) of the total number of Units to be purchased by all Underwriters on such Closing Date and arrangements
satisfactory to the Representatives and the Company for the purchase of such Units by other persons are not made within forty-eight
(48) hours after such default, this Agreement shall terminate.
If
the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the Public Units of a defaulting
Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the
right to postpone such Closing Date for a period of not more than five (5) full business days in order that the Company may effect
whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements,
and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby
be made necessary and (ii) the respective numbers of Units to be purchased by the remaining Underwriters or substituted Underwriters
shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve
any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder.
Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting
Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth
in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and
the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate
and shall remain in full force and effect.
11. ABSENCE OF
FIDUCIARY RELATIONSHIP. The Company acknowledges and agrees that:
(a) each
Underwriter’s responsibility to the Company is solely contractual in nature, the QIU’s responsibility is solely contractual
in nature, the Representatives have been retained solely to act as underwriter in connection with the sale of the Public Units and no
fiduciary, advisory or agency duty or relationship between the Representatives, any other Underwriter or the QIU, on the one hand, and
the Company or any other party, on the other hand, has been created as a result of this Agreement or in respect of any of the transactions
contemplated by this Agreement, irrespective of whether the Representative, any other Underwriter or the QIU has advised or is advising
the Company on other matters;
(b) the
price of the Public Units set forth in this Agreement was established by the Company following discussions and arm’s-length negotiations
with the Representatives, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and
conditions of the transactions contemplated by this Agreement;
(c) it
has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests
that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the
Company by virtue of any fiduciary, advisory or agency relationship; and
(d) it
waives, to the fullest extent permitted by law, any claims it may have against the Representatives or the QIU for breach of fiduciary
duty or alleged breach of fiduciary duty and agrees that each of the Representatives and the QIU shall have no liability (whether direct
or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or
in right of the Company, including stockholders, employees or creditors of the Company.
12. SUCCESSORS;
PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the several Underwriters,
the Company and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed
to give any person, other than the persons mentioned in the preceding sentence, any legal or equitable right, remedy or claim under or
in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended
to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations,
warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter
Indemnified Parties and the QIU Indemnified Parties, and the indemnities of the several Underwriters shall be for the benefit of the Company
Indemnified Parties. No purchaser of any of the Public Units from any Underwriter shall be deemed to be a successor or assign by reason
merely of such purchase.
13. SURVIVAL
OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective indemnities, covenants, agreements, representations, warranties
and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by them, respectively, pursuant
to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the
Company or any person controlling any of them and shall survive delivery of and payment for the Public Units. Notwithstanding any termination
of this Agreement, including any termination pursuant to Sections 8 or 10, the indemnities, covenants, agreements,
representations, warranties and other statements set forth in Sections 2, 5, 7 and 9 and Sections
11 through 21, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all
times until the expiration of applicable statutes of limitations, at which time the representations, warranties and agreements shall terminate
and be of no further force and effect.
14. NOTICES.
All statements, requests, notices and agreements hereunder shall be in writing, and:
(a) if
to the Underwriters, shall be delivered or sent by mail, facsimile transmission or email to Xxxx Capital Partners, LLC at 000 Xxx Xxxxxxxx
Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, Attn: Xxxxx Xxxx, email xxxxx@xxxx.xxx, and Xxxxx-Xxxxxx Capital Group LLC at 000 Xxxxx Xxxxx
Xxxxxx, Xxxxx 000 Xxxxxxxxxxx, XX 00000, Attn: Xxxx Xxxxxx, email xxxx.xxxxxx@xxxxx-xxxxxx.xxx, with a copy to Xxxxx Xxxx Xxxxxx, Esq.,
Xxxxxxxx Xxxxxx, The Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000; and
(b) if
to the Company, shall be delivered or sent by mail, facsimile transmission or email to Xxxx XX Acquisition IV Co., 000 Xxx Xxxxxxxx Xxxxx,
Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, Attention: Xxxxxx Xxxx, email xxxxx@xxxx.xxx, with a copy to Xxxxxxxx X. Xxxxxxxx, Esq.,
Loeb & Loeb LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000;
provided, however,
that any notice to an Underwriter pursuant to Section 7 shall be delivered or sent by mail, facsimile transmission
or email to such Underwriter at its address set forth in its acceptance notice to the Representatives, which address will be supplied
to any other party hereto by the Representatives upon request. Any such statements, requests, notices or agreements shall take effect
at the time of receipt thereof.
15. DEFINITION
OF CERTAIN TERMS. For purposes of this Agreement, unless the context requires otherwise, (a) “affiliate”
has the meaning set forth in Rule 405 under the Securities Act, (b) “business day” means any day on
which the Exchange is open for trading, (c) “person” means a natural person or a legal entity, (d) “subsidiary”
has the meaning set forth in Rule 405 under the Securities Act and (e) “including” means including
without limitation.
16. GOVERNING
LAW, SUBMISSION TO JURISDICTION. This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising
out of or in any way relating to this Agreement (each a “Claim”), directly or indirectly, shall be governed by and
construed in accordance with the internal laws of the State of New York. Except as set forth below, no Claim may be commenced, prosecuted
or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States
District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters; and
in respect of each such matter each of the Underwriters and the Company consents to the personal jurisdiction over it of such courts,
the laying of venue in such courts and the validity of service of process upon it made in any manner by which notice is permitted to be
made to it under Section 14hereof at the address(es) for it set forth therein (and in the case of any Underwriter, the
address to be used for any notice pursuant to Section 7). Each of the Underwriters and the Company hereby consents to
personal jurisdiction, venue and the validity of service of process in any manner permitted by applicable law at such address(es) in any
court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against any Underwriter
or any indemnified party. EACH OF THE UNDERWRITERS AND THE COMPANY (ON ITS BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON
BEHALF OF ITS STOCKHOLDERS AND AFFILIATES) WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED
UPON CONTRACT, TORT OR OTHERWISE) IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT. Each of the Underwriters and the Company
agrees that a final, non-appealable judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive
and binding upon each of the Underwriters and the Company, respectively, and may be enforced in any other courts to the jurisdiction of
which each of the Underwriters and the Company, respectively, is or may be subject, by suit upon such final, non-appealable judgment.
17. WAIVER OF
IMMUNITY. To the extent the Company may be entitled, in any jurisdiction in which judicial proceedings may at any time be commenced
in connection with this Agreement or with any of the transactions contemplated hereunder, to claim for itself, its revenues or its assets
any immunity, including sovereign immunity, from suit, jurisdiction, attachment, execution of a judgment or any other legal process, and
to the extent that in any such jurisdiction such immunity may be attributed to the Company (whether or not claimed), the Company hereby
irrevocably agrees not to claim, and irrevocably waives, such immunity to the maximum extent permitted by law.
18. UNDERWRITERS’
INFORMATION. The parties hereto acknowledge and agree that, for all purposes under this Agreement, the Underwriters’ Information
consists solely of the names of the Underwriters, the information under the heading “Underwriting (Conflicts of Interest) –
Regulatory Restrictions on Purchase of Securities” and the identity of counsel to the Underwriters contained in the section entitled
“Legal Matters.”
19. AUTHORITY
OF THE REPRESENTATIVE. In connection with this Agreement, the Representatives will act for and on behalf of the several Underwriters,
and any action taken under this Agreement by the Representatives will be binding on all the Underwriters.
20. PARTIAL UNENFORCEABILITY.
The invalidity or unenforceability of any section, paragraph, clause or provision of this Agreement shall not affect the validity or enforceability
of any other section, paragraph, clause or provision hereof. If any section, paragraph, clause or provision of this Agreement is for any
reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as
are necessary to make it valid and enforceable.
21. GENERAL.
This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous
oral agreements, understandings and negotiations with respect to the subject matter hereof. In this Agreement, the masculine, feminine
and neuter genders and the singular and the plural include one another. The section headings in this Agreement are for the convenience
of the parties only and will not affect the construction or interpretation of this Agreement. This Agreement may be amended or modified,
and the observance of any term of this Agreement may be waived, only by a writing signed by the Company and the Representative.
22. COUNTERPARTS.
This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
23. QIU. The QIU represents
that it is qualified to act as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules
of FINRA. The Company hereby confirms that, at its request, the QIU has acted as a “qualified independent underwriter” within
the meaning of Rule 5121 of the Conduct Rules of FINRA in connection with the offering of the Public Units. In acting as a “qualified
independent underwriter,” the QIU agrees that it undertakes the legal responsibilities and liabilities of an underwriter under the
Securities Act, specifically including those inherent in Section 11 thereof.
[Signatures follow]
If the foregoing is in
accordance with your understanding please indicate your acceptance of this Agreement by signing in the space provided for that purpose
below.
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Very truly yours, |
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XXXX XX ACQUISITION IV CO. |
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By: |
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Name: |
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Title: |
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Accepted and agreed
to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule
A hereto.
XXXX CAPITAL PARTNERS, LLC |
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By: |
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Name: |
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Title: |
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XXXXX-XXXXXX CAPITAL GROUP LLC |
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By: |
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Name: |
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Title: |
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Accepted and agreed to as of the date first
above written.
EARLYBIRDCAPITAL, INC. |
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By: |
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Name: |
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Title: |
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SCHEDULE A
Name | |
Number of Firm Units to be Purchased | |
Xxxx Capital Partners, LLC | |
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Xxxxx-Xxxxxx Capital Group LLC | |
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Total | |
| 10,000,000 | |
SCHEDULE B
Written Testing-the-Waters
Communications
Exhibit I
Form of Target
Business Letter
Xxxx XX Acquisition IV Co.
000 Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Ladies and Gentlemen:
Reference is made to
the Final Prospectus of Xxxx XX Acquisition IV Co. (the “Company”), dated ________, 2021 (the “Prospectus”).
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus.
We have read the Prospectus
and understand that the Company has established the Trust Account, initially in an amount of at least $101,500,000, for the benefit of
the Public Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies
from the Trust Account only: (i) to the Public Stockholders in the event of the conversion of their shares upon consummation of a
Business Combination or upon an amendment to the Company’s Amended and Restated Certificate of Incorporation as described in the
Prospectus, (ii) to the Company in limited amounts for its income and other tax obligations, (iii) to the Public Stockholders
in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the
required time period or (iv) to the Company concurrently with, or after it consummates a Business Combination.
For and in consideration
of the Company agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby
agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”)
and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with
the Company and will not seek recourse against the Trust Account for any reason whatsoever.
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Print Name of Target Business |
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Authorized Signature of Target Business |
Exhibit II
Form of Vendor
Letter
Xxxx XX Acquisition IV Co.
000 Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Ladies and Gentlemen:
Reference is made to
the Final Prospectus of Xxxx XX Acquisition IV Co. (the “Company”), dated ______, 2021 (the “Prospectus”).
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus.
We have read the Prospectus
and understand that the Company has established the Trust Account, initially in an amount of at least $101,500,000, for the benefit of
the Public Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies
from the Trust Account only: (i) to the Public Stockholders in the event of the conversion of their shares upon consummation of a
Business Combination or upon an amendment to the Company’s Amended and Restated Certificate of Incorporation as described in the
Prospectus, (ii) to the Company in limited amounts for its income and other tax obligations, (iii) to the Public Stockholders
in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the
required time period or (iv) to the Company concurrently with, or after it consummates a Business Combination.
For and in consideration
of the Company agreeing to use the services of the undersigned, the undersigned hereby agrees that it does not have any right, title,
interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any
Claim it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against
the Trust Account for any reason whatsoever.
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Print Name of Vendor |
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Authorized Signature of Vendor |