Exhibit 1.1
UNDERWRITING
AGREEMENT
between
HCM
II ACQUISITION CORP.
and
CANTOR
XXXXXXXXXX & CO.,
As
Representative of the Underwriters
Dated:
July [10], 2024
HCM
II ACQUISITION CORP. UNDERWRITING AGREEMENT
New
York, New York
July
[10], 2024
Cantor
Xxxxxxxxxx & Co.
000 Xxxx Xxxxxx
New
York, New York 10022
As
Representative of the Several Underwriters
named
on Schedule A hereto
Ladies
and Gentlemen:
The
undersigned, HCM II Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its
agreement with Cantor Xxxxxxxxxx & Co. (“Xxxxxx Xxxxxxxxxx” or the “Representative”)
and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting
as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters”
or, each underwriter individually, an “Underwriter,” provided that, if only Xxxxxx is listed on such Schedule
A, any reference to Underwriters shall refer exclusively to Xxxxxx) as follows:
1. Purchase
and Sale of Securities.
1.1. Firm
Securities.
1.1.1. Purchase
of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions
set forth herein, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters
agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 units (the “Firm Units”)
of the Company, as set forth opposite the respective names of the Underwriters on Schedule A hereto, at
a purchase price (net of discounts and commissions and the Deferred Underwriting Commission described in Section 1.3 below)
of $9.35 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering
price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share (“Ordinary Share”), $0.0001
par value, of the Company (the “Public Shares”), and one-half of one redeemable warrant (the “Public
Warrants”). The Public Shares and the Public Warrants included in the Firm Units will trade separately on the fifty-second
(52nd) day following the date hereof (or if such date is not a Business Day (as defined in Section 1.1.2),
the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately
preceding sentence, in no event will the Public Shares and the Public Warrants included in the Firm Units trade separately until
(i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on
Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the
Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the
Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing
of the Form 8-K, and (ii) the Company has issued a press release announcing when such separate trading will begin. Each whole
Public Warrant entitles its holder to purchase one Ordinary Share for $11.50 per share, subject to adjustment, commencing thirty
(30) days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization
or other similar business combination with one or more businesses (the “Business Combination”), and expiring
on the five year anniversary of the consummation by the Company of its initial Business Combination (such consummation, the “Business
Combination Closing”), or earlier upon redemption of the Public Shares or liquidation of the Company.
1.1.2. Payment
and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on the second (2nd)
Business Day (as defined below) following the commencement of trading of the Units, or at such earlier time as shall be agreed
upon by the Representative and the Company, at the offices of Xxxxxxxx Xxxxxxxx & Schole LLP, counsel to the Underwriters
(“EGS”), or at such other place as shall be agreed upon by the Representative and the Company. The hour and
date of delivery and payment for the Firm Units is called the “Closing Date.” Payment for the Firm Units shall
be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $200,000,000 of the proceeds received
by the Company for the Firm Units and the sale of the Placement Warrants (as defined in Section 1.4.2) shall be deposited
in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders
(as defined below), as described in the Registration Statement (as defined in Section 2.1.1) pursuant to the terms
of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock
Transfer & Trust Company (“CST”). The funds deposited in the Trust Account shall include an aggregate of
$9,000,000 ($0.45 per Firm Unit), payable to the Representative, for its own account, as Deferred Underwriting Commission, in
accordance with Section 1.3 hereof. The remaining proceeds received by the Company for the Firm Units (less
commissions and actual expense payments or other fees payable pursuant to this Agreement), if any, shall be paid to the order
of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative)
representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account
of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative
may request in writing at least two (2) full Business Days prior to the Closing Date. If delivery is not made through the facilities
of DTC, the Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business
Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender
of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means
the holders of Ordinary Shares sold as part of the Units (as defined below) in the Offering or acquired in the aftermarket, including
the Sponsor (as defined below) and any officer or director of the Company, to the extent, he, she or it acquires such Ordinary
Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” shall mean any
day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law
to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law
to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any
other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are
generally open for use by customers on such day.
1.2. Over-Allotment
Option.
1.2.1. Option
Units. The Representative is hereby granted an option (the “Over-allotment Option”) to purchase up to an
additional 3,000,000 units (the “Option Units”), the net proceeds of which will be deposited in the Trust Account,
for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Units. Such Option Units
shall be identical in all respects to the Firm Units. Such Option Units shall be purchased for each account of the several Underwriters
in the same proportion as the number of Firm Units, set forth opposite such Underwriter’s name on Schedule A hereto,
bears to the total number of Firm Units (subject to adjustment by the Representative to eliminate fractions). The Firm Units and
the Option Units are hereinafter collectively referred to as the “Units,” and the Units, the Public Shares,
the Public Warrants included in the Units, and the Ordinary Shares issuable upon exercise of the Public Warrants are hereinafter
referred to collectively as the “Public Securities.” No Option Units shall be sold or delivered unless the
Firm Units previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Units, or any portion
thereof, may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any
time upon notice by the Representative to the Company. The purchase price to be paid by the Underwriters to the Company for each
Option Unit will be $10.00 per Option Unit.
1.2.2. Exercise
of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative
as to all (at any time) or any part (from time to time) of the Option Units within forty-five (45) days after the effective date
(“Effective Date”) of the Registration Statement (as defined in Section 2.1.1 hereof).
The Underwriters will not be under any obligation to purchase any Option Units prior to the exercise of the Over-allotment Option.
The Over-allotment Option granted hereby may be exercised only by written notice to the Company by the Representative, which must
be confirmed in accordance with Section 9.1 herein setting forth the number of Option Units to be purchased and
the date and time for delivery of and payment for the Option Units (the “Option Closing Date”), which will
not be later than five (5) full Business Days after the date of the notice or such other time and in such other manner as shall
be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile
or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment
for the Option Units does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise
of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions
set forth herein, the Underwriters will become obligated to purchase, the number of Option Units specified in such notice.
1.2.3. Payment
and Delivery. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day)
funds, payable as follows: $10.00 per Option Unit shall be deposited in the Trust Account pursuant to the Trust Agreement upon
delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option
Units (or through the facilities of DTC) for the account of the Representative. The amount to be deposited in the Trust Account
will include $0.65 per Option Unit (up to $1,950,000), payable to the Representative, for its own account, as Deferred Underwriting
Commission, in accordance with Section 1.3 hereof. The certificates representing the Option Units to be
delivered will be in such denominations and registered in such names as the Representative requests in writing not less than two
(2) full Business Days prior to the Closing Date or the Option Closing Date, as the case may be, and will be made available to
the Representative for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent
not less than one (1) full Business Day prior to such Closing Date. The Company shall not be obligated to sell or deliver the
Option Units except upon tender of payment by the Representative for applicable Option Units.
1.3. Deferred
Underwriting Commission. The Representative agrees that 4.5% of the gross proceeds from the sale of the Firm Units ($9,000,000)
and 6.5% of the gross proceeds from the sale of the Option Units (up to $1,950,000), if any (collectively, the “Deferred
Underwriting Commission”), will be deposited and held in the Trust Account and payable directly from the Trust Account,
without accrued interest, to the Representative, for its own account, upon the occurrence of the Business Combination Closing.
The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company
and the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred
Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection
with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended
without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination
and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the
Trust Account as provided in the Trust Agreement, the Representative, on behalf of itself and the Underwriters, agrees that: (i)
the Underwriters shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon;
and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed
on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications
to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be
made exclusively by the Representative on behalf of the Underwriters. For the avoidance of doubt, the obligations of each Underwriter
under this Agreement shall be fully satisfied upon the payment of the purchase price for the Units purchased by such Underwriter
on the Closing Date or Option Closing Date without any further conditions. Notwithstanding anything to the contrary in this Agreement,
each Underwriter may at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written
notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company
and the Representative agree to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the
occurrence of a Business Combination Closing. For the avoidance of doubt, any such election by an Underwriter shall be without
prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or
to any other right such Underwriter may have under this Agreement.
1.4. Private
Placements.
1.4.1. Founder
Shares. In April, 2024, the Company issued an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 per share
(the “Founder Shares”), for a total subscription price of $25,000 to HCM Investor Holdings II, LLC, a Cayman
Islands limited liability company (“Sponsor”). No underwriting discounts, commissions or placement fees have
been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement,
none of the Founder Shares may be sold, assigned or transferred by the Sponsor or the Company’s independent directors until
the earlier of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the Business Combination,
(x) if the closing price of Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least
150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange
or other similar transaction that results in all of the Public Shareholders having the right to exchange their Ordinary Shares
for cash, securities or other property. The holders of Founder Shares shall have no right to any liquidating distributions from
the Trust Account with respect to their Founder Shares in the event the Company fails to consummate a Business Combination. The
holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment
Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 Founder
Shares) such that the Founder Shares then outstanding will comprise 20.0% of the issued and outstanding ordinary shares of the
Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
1.4.2.
Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the
Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 warrants and (ii) the Representative
will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof),
an aggregate of 2,000,000 warrants, which warrants are substantially identical to the Public Warrants subject to certain exceptions
(collectively, the “Placement Warrants” and together with the Public Warrants, the “Warrants”),
at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act
pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The private placement of
the Placement Warrants to the Sponsor and the Underwriters is referred to herein as the “Private Placement.”
Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants
(or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Representative, other than to their
permitted transferees, until thirty (30) days after consummation of a Business Combination. The Representative acknowledges and
agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative
Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and
will therefore also be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering,
subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying
Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred,
assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction
that would result in the effective economic disposition of the securities by any person for 180 days immediately following the
commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered
persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of
the time period.
1.4.3.
No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Warrants.
The Placement Warrants are identical to the Public Warrants except that (i) the Placement Warrants (including the underlying securities)
may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion
of the Company’s initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect to Placement
Warrants held by the Underwriters and/or their designees, such Placement Warrants will be subject to the additional lock-up and
registration rights limitations imposed by FINRA Rule 5110 and will not be exercisable more than five years from the commencement
of sales in the Offering in accordance with FINRA Rule 5110(g)(8). The Public Securities, the Placement Warrants, and the Founder
Shares are hereinafter referred to collectively as the “Securities”. The Underwriters have agreed that they
shall have the right to exercise Placement Warrants until and shall forfeit to the Company for cancellation any Placement Warrants
held by it on the date that is five years after the commencement of sales in the Offering.
1.5. Working
Capital. Upon consummation of the Offering and the Private Placement, it is intended that approximately $1,250,000 of the
proceeds from the Offering and the Private Placement will be released to the Company and held outside of the Trust Account to
fund the working capital requirements of the Company.
1.6. Interest
Income. Prior to the Company’s consummation of a Business Combination or the Company’s liquidation, interest earned
on the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement
to pay any taxes payable by the Company and up to $100,000 for liquidation expenses, all as more fully described in the Prospectus
(as defined below).
2. Representations
and Warranties of the Company. The Company represents and warrants to the Underwriters as follows:
2.1. Filing
of Registration Statement.
2.1.1. Pursuant
to the Act. The Company has filed with the Commission a registration statement and an amendment or amendments thereto, on
Form S-1 (File No. 333-280283), including any related preliminary prospectus (“Preliminary Prospectus”), including
any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement,
for the registration of the Public Securities under the Act, which registration statement and amendment or amendments have been
prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”)
of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the
General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement,
as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial
statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed
to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration
Statement,” and the form of the final prospectus dated the Effective Date 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), is hereinafter called
the “Prospectus.” For purposes of this Agreement, “Time of Sale,” as used in the Act, means
5:00 p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus,
which was included in the Registration Statement filed on [ ], 2024, for distribution by the Underwriters (such Preliminary Prospectus
used most recently prior to the Time of Sale, the “Sale Preliminary Prospectus”). If the Company has filed,
or is required pursuant to the terms hereof to file, a Registration Statement pursuant to Rule 462(b) under the Act registering
additional securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”),
then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include
such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon
filing, no other document with respect to the Registration Statement has been filed with the Commission. All of the Public Securities
have been registered for public sale under the Act pursuant to the Registration Statement and, if any Rule 462(b) Registration
Statement is filed, will be duly registered for public sale under the Act with the filing of such Rule 462(b) Registration Statement.
The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this
Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus included an
untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, and the Company and the Representative agree to provide an opportunity
to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary
Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such
new purchase contract.
2.1.2. Pursuant
to the Exchange Act. The Company has filed with the Commission a Registration Statement on Form 8-A (File Number 001-[ ])
providing for the registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
of the Units, the Public Shares and the Public Warrants. The registration of the Units, Public Shares and Public Warrants under
the Exchange Act has been declared effective by the Commission on the date hereof and the Units, the Public Shares and the Public
Warrants have been registered pursuant to Section 12(b) of the Exchange Act.
2.1.3. No
Stop Orders, Etc. Neither the Commission nor, to the Company’s knowledge, assuming reasonable inquiry, any federal,
state or other regulatory authority has issued any order or threatened to issue any order preventing or suspending the use of
the Registration Statement, any Preliminary Prospectus, the Sale Preliminary Prospectus or Prospectus or any part thereof, or
has instituted or, to the Company’s knowledge, assuming reasonable inquiry, threatened to institute any proceedings with
respect to such an order.
2.2. Disclosures
in Registration Statement.
2.2.1. 10b-5
Representation. At the time of effectiveness of the Registration Statement (or at the time of any post-effective amendment
to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any,
the Registration Statement, the Sale Preliminary Prospectus and the Prospectus do and will contain all material statements that
are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform
to the requirements of the Act and the Regulations. The Registration Statement, as of the Effective Date, did not, and the amendments
and supplements thereto, as of their respective dates, will not contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein, or necessary to make the statements therein, not misleading. The Prospectus,
as of its date and the Closing Date or the Option Closing Date, as the case may be, did 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 Sale Preliminary Prospectus, as of the Time of Sale (or such subsequent Time of Sale pursuant to Section 2.1.1),
did 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. When any Preliminary Prospectus or the
Sale Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration
of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof
or supplement thereto was first filed with the Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and
any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the
Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not and will
not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representation
and warranty made in this Section 2.2.1 does not apply to statements made or statements omitted in reliance upon
and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly
for use in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement
thereto. The parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely
of the following: the names of the Underwriters, the information with respect to dealers’ concessions and reallowances contained
in the section entitled “Underwriting,” the information with respect to short positions and stabilizing transactions
contained in the section entitled “Underwriting” and the identity of counsel to the Underwriters contained in the
section entitled “Legal Matters” (such information, collectively, the “Underwriters’ Information”).
2.2.2. Disclosure
of Agreements. The agreements and documents described in the Registration Statement, the Sale Preliminary Prospectus and the
Prospectus conform to the descriptions thereof contained therein in all material respects and there are no agreements or other
documents required to be described in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or to be filed
with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other
instrument (however characterized or described) to which the Company is a party or by which its property or business is or may
be bound or affected and (i) that is referred to in the Registration Statement, Sale Preliminary Prospectus or the Prospectus
or attached as an exhibit thereto, or (ii) that is material to the Company’s business, has been duly authorized and validly
executed by the Company, is in full force and effect and is enforceable against the Company and, to the Company’s knowledge,
assuming reasonable inquiry, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be
limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability
of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, and (z)
that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses
and to the discretion of the court before which any proceeding therefor may be brought, and no such agreement or instrument has
been assigned by the Company, and neither the Company nor, to the Company’s knowledge, assuming reasonable inquiry, any
other party is in breach or default thereunder and, to the Company’s knowledge, assuming reasonable inquiry, no event has
occurred that, with the lapse of time or the giving of notice, or both, would constitute a breach or default thereunder. To the
Company’s knowledge, assuming reasonable inquiry, the performance by the Company of the material provisions of such agreements
or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any
governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including,
without limitation, those relating to environmental laws and regulations.
2.2.3. Prior
Securities Transactions. 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 Registration Statement.
2.2.4. Regulations.
The disclosures in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus concerning the effects of federal,
foreign, state and local regulation on the Company’s business as currently contemplated are correct in all material respects
and do not omit to state a material fact necessary to make the statements therein, in the light of the circumstances in which
they were made, not misleading.
2.3. Changes
After Dates in Registration Statement.
2.3.1. No
Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale
Preliminary Prospectus and the Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse
change in the condition, financial or otherwise, or business prospects of the Company, (ii) there have been no material transactions
entered into by the Company, other than as contemplated pursuant to this Agreement, (iii) no member of the Company’s board
of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv)
no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time,
the ability of the members of the Board of Directors or management to act in their capacities with the Company as described in
the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.
2.3.2. Recent
Securities Transactions. Subsequent to the respective dates as of which information is given in the Registration Statement,
the Sale Preliminary Prospectus and the Prospectus, and except as may otherwise be indicated or contemplated herein or therein,
the Company has not (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money;
or (ii) declared or paid any dividend or made any other distribution on or in respect to its share capital.
2.4. Independent
Registered Public Accounting Firm. To the Company’s knowledge, WithumSmith+Brown, PC (“Withum”),
whose report is filed with the Commission as part of, and is included in, the Registration Statement, the Sale Preliminary Prospectus,
and the Prospectus, is an independent registered public accounting firm as required by the Act, the Regulations and the Public
Company Accounting Oversight Board (the “PCAOB”), including the rules and regulations promulgated by such entity.
To the Company’s knowledge, Withum is currently registered with the PCAOB. Withum has not, during the periods covered by
the financial statements included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, provided
to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.
2.5. Financial
Statements; Statistical Data.
2.5.1. Financial
Statements. The financial statements, including the notes thereto and supporting schedules (if any) included in the Registration
Statement, the Sale Preliminary Prospectus and the Prospectus fairly present the financial position, the results of operations
and the cash flows of the Company at the dates and for the periods to which they apply; such financial statements have been prepared
in conformity with United States generally accepted accounting principles (“GAAP”), consistently applied throughout
the periods involved; and the supporting schedules included in the Registration Statement, the Sale Preliminary Prospectus and
the Prospectus present fairly the information required to be stated therein in conformity with the Regulations. No other financial
statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the
Sale Preliminary Prospectus or the Prospectus. The Registration Statement, the Sale Preliminary Prospectus and the Prospectus
disclose all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other
relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on
the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures,
capital resources, or significant components of revenues or expenses. There are no pro forma or as adjusted financial statements
that are required to be included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus in accordance
with Regulation S-X or Form S-1 that have not been included as required.
2.5.2. Statistical
Data. The statistical, industry-related and market-related data included in the Registration Statement, the Sale Preliminary
Prospectus, and/or the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes
are reliable and accurate, and such data materially agree with the sources from which they are derived.
2.6. Authorized
Capital; Options. The Company had at the date or dates indicated in each of the Registration Statement, the Sale Preliminary
Prospectus, and the Prospectus, as the case may be, duly authorized, issued and outstanding capitalization as set forth in the
Registration Statement, the Sale Preliminary Prospectus, and the Prospectus. Based on the assumptions stated in the Registration
Statement, the Sale Preliminary Prospectus, and the Prospectus, the Company will have on the Closing Date or on the Option Closing
Date, as the case may be, the adjusted share capitalization set forth therein. Except as set forth in, or contemplated by the
Registration Statement, the Sale Preliminary Prospectus and the Prospectus, on the Effective Date and on the Closing Date or Option
Closing Date, as the case may be, there will be no options, warrants, or other rights to purchase or otherwise acquire any authorized
but unissued Ordinary Shares or any security convertible into Ordinary Shares, or any contracts or commitments to issue or sell
Ordinary Shares or any such options, warrants, rights or convertible securities.
2.7. Valid
Issuance of Securities.
2.7.1. Outstanding
Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement
have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission
with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was
issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted
by the Company. The authorized and outstanding securities of the Company conform in all material respects to all statements relating
thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All offers and sales and
any transfers of the outstanding securities of the Company were at all relevant times either registered under the Act and the
applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such
securities, exempt from such registration requirements.
2.7.2. Securities
Sold Pursuant to this Agreement. The Public Securities have been duly authorized and reserved for issuance and when issued
and paid for in accordance with this Agreement, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable
and the holders thereof are not and will not be subject to personal liability by reason of being such holders. The Public Securities
are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual
rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public
Securities has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of
the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material
respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus,
as the case may be. When paid for and issued, the Public Warrants will constitute valid and binding obligations of the Company
to issue and deliver the number and type of securities of the Company called for thereby in accordance with the terms thereof
and such Public Warrants will be enforceable against the Company in accordance with their respective terms, except: (i) as such
enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally;
(ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities
laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject
to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Ordinary
Shares issuable upon exercise of the Public Warrants have been reserved for issuance upon the exercise of the Public Warrants
and upon payment of the consideration therefor, and when issued and delivered in accordance with the terms thereof and the Warrant
Agreement (as defined in Section 2.23) such Ordinary Shares will be duly and validly authorized, validly issued and
upon payment therefor, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability
by reason of being such holders.
2.7.3. Placement
Securities.
2.7.3.1.
When paid for and issued, the Placement Warrants will constitute valid and binding obligations of the Company to issue and deliver
the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Placement Warrants
are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited
by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability
of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that
the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses
and to the discretion of the court before which any proceeding therefor may be brought. The Ordinary Shares issuable upon exercise
of the Placement Warrants have been reserved for issuance upon the exercise of the Placement Warrants and upon payment of the
consideration therefor, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined
in Section 2.23) such Ordinary Shares will be duly and validly authorized, validly issued and upon payment therefor, fully
paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such
holders.
2.7.4. No
Integration. Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities
which are required to be or may be “integrated” pursuant to the Act or the Regulations with the Offering.
2.8. Registration
Rights of Third Parties. Except as set forth in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus,
no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the
Company have the right to require the Company to register any such securities of the Company under the Act or to include any such
securities in a registration statement to be filed by the Company.
2.9. Validity
and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the
Trust Agreement, the Sponsor Purchase Agreement, the Representative Purchase Agreement, the Services Agreement (as defined in Section 2.21.4),
the Registration Rights Agreement (as defined in Section 2.21.5) and the Insider Letter (as defined in Section 2.21.1)
(collectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the
Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against
the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability
of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws and (iii)
that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses
and to the discretion of the court before which any proceeding therefor may be brought.
2.10. No
Conflicts, Etc. The execution, delivery, and performance by the Company of the Transaction Documents, the consummation by
the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof
do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a breach or violation of,
or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination
or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement,
obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject except
pursuant to the Trust Agreement; (ii) result in any violation of the provisions of the Company’s Memorandum and Articles
of Association, as may be amended and/or restated from time to time, of the Company (the “Charter Documents”);
or (iii) violate any existing applicable statute, law, rule, regulation, judgment, order or decree of any governmental agency
or court, domestic or foreign, having jurisdiction over the Company or any of its properties, assets or business constituted as
of the date hereof.
2.11. No
Defaults; Violations. No default or violation exists in the due performance and observance of any term, covenant or condition
of any license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument
evidencing an obligation for borrowed money, or any other agreement or instrument to which the Company is a party or by which
the Company may be bound or to which any of the properties or assets of the Company is subject. The Company is not in violation
of any term or provision of its Charter Documents or in violation of any franchise, license, permit, applicable law, rule, regulation,
judgment or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its
properties or businesses.
2.12. Corporate
Power; Licenses; Consents.
2.12.1. Conduct
of Business. The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals,
orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the
date hereof to conduct its business purpose as described in the Registration Statement, the Sale Preliminary Prospectus and the
Prospectus. The disclosures in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus concerning the effects
of foreign, federal, state and local regulation on the Offering and the Company’s business purpose as currently contemplated
are correct in all material respects and do not omit to state a material fact required to be stated therein or necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading. Since its formation,
the Company has conducted no business and has incurred no liabilities other than in connection with its formation, in furtherance
of the Offering or as otherwise described in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus, as
applicable.
2.12.2. Transactions
Contemplated Herein. The Company has all requisite corporate power and authority to enter into the Transaction Documents and
to carry out the provisions and conditions hereof and thereof, and all consents, authorizations, approvals and orders required
in connection herewith and therewith have been obtained. No consent, authorization, or order of, and no filing with, any court,
government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Securities
and the consummation of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration
Statement, the Sale Preliminary Prospectus and the Prospectus, except with respect to applicable foreign, federal and state securities
laws, the rules of The Nasdaq Stock Market (“Nasdaq”) and the rules and regulations promulgated by FINRA.
2.12.3.
Jurisdiction and Designation. The Company has the power to submit, and pursuant to Section 9.7 of this Agreement
has, to the extent permitted by law, legally, validly and irrevocably submitted, to the jurisdiction of any New York State or
United States Federal court sitting in The City of New York, Borough of Manhattan.
2.13. D&O
Questionnaires. To the Company’s knowledge, assuming reasonable inquiry, all information contained in the questionnaires
(the “Questionnaires”) completed by each of the Company’s officers, directors and shareholders (the “Insiders”)
and provided to the Representative and its counsel and the biographies of the Insiders and other persons contained in the Registration
Statement, Sale Preliminary Prospectus and the Prospectus (to the extent a biography is contained) is true and correct and the
Company has not become aware of any information which would cause the information disclosed in the Questionnaires completed by
each Insider to become inaccurate, incorrect or incomplete.
2.14. Litigation;
Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental
proceeding pending, or to the Company’s knowledge, assuming reasonable inquiry, threatened against or involving the Company
or, to the Company’s knowledge, assuming reasonable inquiry, any Insider or any shareholder or member of an Insider that
has not been disclosed, that is required to be disclosed, in the Registration Statement, the Sale Preliminary Prospectus, the
Prospectus or the Questionnaires.
2.15. Good
Standing. The Company has been duly incorporated and is validly existing as an exempted company and is in good standing under
the laws of its jurisdiction of incorporation. 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 business requires such qualification,
except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings,
assets, prospects, business, operations or properties of the Company, whether or not arising from transactions in the ordinary
course of business (a “Material Adverse Effect”).
2.16. No
Contemplation of a Business Combination. The Company has not selected any specific Business Combination target (each a “Target
Business”) and it has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly,
with any Target Business.
2.17. Transactions
Requiring Disclosure to FINRA.
2.17.1. Finder’s
Fees. Except as described in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus, there are no claims,
payments, arrangements, agreements or understandings relating to the payment of a brokerage commission or finder’s, consulting
or origination fee by the Company or any Insider with respect to the sale of the Securities hereunder or any other arrangements,
agreements or understandings of the Company or to the Company’s knowledge, assuming reasonable inquiry, any Insider that
may affect the Underwriters’ compensation, as determined by FINRA.
2.17.2. Payments
Within 180 Days. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person,
as a finder’s fee, consulting 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) to the Company’s knowledge, any “participating
member,” as defined in FINRA Rule 5110, with respect to the Offering (“Participating Member”) within
the 180-day period prior to the initial filing of the Registration Statement, other than the prior payments to the Representative
in connection with the Offering. The Company has not issued any warrants or other securities, or granted any options, directly
or indirectly, to any Participating Member within the 180-day period prior to the initial filing date of the Registration Statement.
No person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date
of the Registration Statement has any relationship or affiliation or association with any Participating Member. Except with respect
to the Underwriters in connection with the Offering, the Company has not entered into any agreement or arrangement (including,
without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing
date of the Registration Statement with the Commission, which arrangement or agreement provides for the receipt of “underwriting
compensation” as defined in FINRA Rule 5110 by any Participating Member.
2.17.3. FINRA
Affiliation. Except as disclosed in the FINRA Questionnaires provided to the Representative, to the Company’s knowledge,
no officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s
unregistered securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from
which derived) has any direct or indirect affiliation or association with any Participating Member (as determined in accordance
with the rules and regulations of FINRA). The Company will advise the Representative and EGS if it learns that any officer or
director or any direct or indirect beneficial owner (including the Insiders) is or becomes an affiliate or associated person of
a Participating Member.
2.17.4. Share
Ownership. Except as disclosed in the FINRA Questionnaires provided to the Representative, to the Company’s knowledge,
no officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s
unregistered securities is an owner of shares or other securities of any Participating Member (other than securities purchased
on the open market).
2.17.5. Loans.
To the Company’s knowledge, no officer or director or any direct or indirect beneficial owner (including the Insiders) of
any class of the Company’s unregistered securities has made a subordinated loan to any Participating Member.
2.17.6. Proceeds
of the Offering. Except as described in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus, no
proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Warrants, will be paid
to any Participating Member, except as specifically authorized herein.
2.17.7. Conflicts
of Interest. To the Company’s knowledge, assuming reasonable inquiry, no Participating Member has a conflict of interest
with the Company. For this purpose, a “conflict of interest” exists when a Participating Member and/or its
associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding common
equity or 10% or more of the Company’s preferred equity.
2.18. Taxes.
2.18.1.
There are no transfer taxes or other similar fees or charges under U.S. federal law or the laws of any U.S. state or any political
subdivision of the United States, or under the laws of any non-U.S. jurisdiction, required to be paid in connection with the execution
and delivery of this Agreement or the issuance or sale by the Company of the Public Securities.
2.18.2.
The Company has filed all U.S. federal, state and local, and non-U.S., tax returns required to be filed with taxing authorities
prior to the date hereof in a timely manner or has duly obtained extensions of time for the filing thereof and the Company has
paid all taxes shown as due on such returns that were filed and has paid all taxes imposed on it and any other assessment, fine
or penalty levied against it, to the extent that any of the foregoing is due and payable, in the case of each of the foregoing,
except where the failure to file or pay, as applicable, would not have a Material Adverse Effect. The Company has made appropriate
provisions in the applicable financial statements referred to in Section 2.5.1 above in respect of all federal,
state, local and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company
has not been finally determined.
2.19. Foreign
Corrupt Practices Act; Anti-Money Laundering; Patriot Act.
2.19.1. Foreign
Corrupt Practices Act. Neither the Company nor to the Company’s knowledge, assuming reasonable inquiry, any of the Insiders
or any other person acting on behalf of the Company, has, directly or indirectly, given or agreed to give any money, gift or similar
benefit (other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee
or agent of a customer or supplier, or official or employee of any governmental agency or instrumentality of any government (domestic
or foreign) or any political party or candidate for office (domestic or foreign) or other person who was, is, or may be in a position
to help or hinder the business of the Company (or assist it in connection with any actual or proposed transaction) that (i) might
subject the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given
in the past, might have had a Material Adverse Effect, or (iii) if not continued in the future, might adversely affect the assets,
business or operations of the Company. The Company has taken reasonable steps to ensure that its accounting controls and procedures
are sufficient to cause the Company to comply in all material respects with the Foreign Corrupt Practices Act of 1977, as amended.
2.19.2. Currency
and Foreign Transactions Reporting Act. The operations of the Company are and have been conducted at all times in compliance
with (i) the requirements of the U.S. Treasury Department Office of Foreign Asset Control and (ii) applicable financial recordkeeping
and reporting requirements of the Currency and Foreign Transaction Reporting Act of 1970, as amended, including the Money Laundering
Control Act of 1986, as amended, the rules and regulations thereunder and any related or similar money laundering statutes, rules,
regulations or guidelines, issued, administered or enforced by any Federal governmental agency (collectively, the “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 Money Laundering Laws is pending or, to the Company’s knowledge,
threatened.
2.19.3. Patriot
Act. Neither the Company nor to the Company’s knowledge, assuming reasonable inquiry, any Insider has violated the Bank
Secrecy Act of 1970, as amended, or Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism (USA PATRIOT) Act of 2001, and/or the rules and regulations promulgated under any such law, or any successor
law.
2.20. Officers’
Certificate. Any certificate signed by any duly authorized officer of the Company in connection with the Offering and delivered
to the Representative or to EGS shall be deemed a representation and warranty by the Company to the Underwriters as to the matters
covered thereby.
2.21. Agreements
With Insiders.
2.21.1. Insider
Letter. Each of the Insiders has executed and delivered a letter agreement, a form of which is annexed as an exhibit to the
Registration Statement (the “Insider Letter”), pursuant to which each of the Insiders of the Company agree
to certain matters.
2.21.2. Sponsor
Purchase Agreement. The Company and the Sponsor have executed and delivered a Private Placement Warrants Purchase Agreement,
the form of which is annexed as an exhibit to the Registration Statement (the “Sponsor Purchase Agreement”),
pursuant to which the Sponsor will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase
price for the Placement Warrants to be sold to the Sponsor described in Section 1.4.2. Certain proceeds from the sale
of the Placement Warrants will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement
on the Closing Date as provided for in the Sponsor Purchase Agreement.
2.21.3. Underwriters
Purchase Agreement. The Company and the Representative have executed and delivered a Private Placement Warrants Purchase Agreement,
the form of which is annexed as an exhibit to the Registration Statement (the “Representative Purchase Agreement”,
and together with the Sponsor Purchase Agreement, the “Purchase Agreements”), pursuant to which the Representative
will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Placement Warrants
to be sold to the Representative described in Section 1.4.2. Certain proceeds from the sale of the Placement Warrants
will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date
as provided for in the Representative Purchase Agreement.
2.21.4. Administrative
Services. The Company and the Sponsor have entered into an agreement (“Services Agreement”) substantially
in the form annexed as an exhibit to the Registration Statement pursuant to which an affiliate of the Sponsor will make available
to the Company office space, utilities and secretarial and administrative support services for $15,000 per month until the Business
Combination Closing and the Company will reimburse the Sponsor for any reasonable and documented out-of-pocket expenses related
to identifying, investigating and completing a Business Combination.
2.21.5. Registration
Rights Agreement. The Company, the Sponsor, the Representative and the other parties thereto have entered into a Registration
Rights Agreement (“Registration Rights Agreement”) substantially in the form annexed as an exhibit to the Registration
Statement, whereby such parties will be entitled to certain registration rights with respect to the securities of the Company
they hold or may hold, as set forth in such Registration Rights Agreement and described more fully in the Registration Statement,
the Sale Preliminary Prospectus and the Prospectus.
2.21.6. Loans.
The Sponsor has agreed to make loans to the Company in the aggregate amount of up to $300,000 (the “Insider Loans”)
pursuant to a promissory note substantially in the form annexed as an exhibit to the Registration Statement. The Insider Loans
do not bear any interest and are repayable by the Company on the earlier of December 31, 2024 and the consummation of the Offering.
2.22. Investment
Management Trust Agreement. The Company has entered into the Trust Agreement with respect to certain proceeds of the Offering
and the Private Placement substantially in the form annexed as an exhibit to the Registration Statement.
2.23. Warrant
Agreement. The Company has entered into a warrant agreement with CST with respect to the Public Warrants, the Placement Warrants
and certain other warrants that may be issued by the Company substantially in the form filed as an exhibit to the Registration
Statement (“Warrant Agreement”).
2.24. No
Existing Non-Competition Agreements. To the Company’s knowledge, assuming reasonable inquiry, no Insider is subject
to any non-competition agreement or non-solicitation agreement with any employer or prior employer which could materially affect
their ability to serve as an officer and/or director of the Company, except as disclosed in the Registration Statement.
2.25. Investments.
No more than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940, as amended
(“Investment Company Act”)) of the Company’s total assets consist of, and no more than 45% of the Company’s
net income after taxes is derived from, securities other than “Government Securities” (as defined in Section 2(a)(16)
of the Investment Company Act) or money market funds meeting the conditions of Rule 2a-7 of the Investment Company Act.
2.26. Investment
Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the
application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and the Prospectus will not be required,
to register as an “investment company” under the Investment Company Act.
2.27. Subsidiaries.
The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other
business entity.
2.28. Related
Party Transactions. No relationship, direct or indirect, exists between or among the Company, on the one hand, and any Insider,
on the other hand, which is required by the Act, the Exchange Act or the Regulations to be described in the Registration Statement,
the Sale Preliminary Prospectus and the Prospectus which is not so described as required. There are no outstanding loans, advances
(except normal advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company
to or for the benefit of any of the officers or directors of the Company or any of their respective family members, except as
disclosed in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. The Company has not extended or maintained
credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any
director or officer of the Company.
2.29. No
Influence. The Company has not offered, or caused the Underwriters to offer, the Firm Units to any person or entity with the
intention of unlawfully influencing: (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s
or supplier’s level or type of business with the Company or such affiliate or (b) a journalist or publication to write or
publish favorable information about the Company or any such affiliate.
2.30. Xxxxxxxx-Xxxxx.
The Company is or on the Closing Date will be, in material compliance with the provisions of the Xxxxxxxx-Xxxxx Act of 2002, as
amended (“Xxxxxxxx-Xxxxx”), and the rules and regulations promulgated thereunder and related or similar rules
or regulations promulgated by any governmental or self-regulatory entity or agency, that are applicable to it as of the date hereof.
2.31. Distribution
of Offering Material by the Company. The Company has not distributed and will not distribute, prior to the later of the Closing
Date and the completion of the distribution of the Units, any offering material in connection with the offering and sale of the
Units other than the Sale Preliminary Prospectus and the Prospectus, in each case as supplemented and amended.
2.32.
Nasdaq. The Public Securities have been authorized for listing, subject to official notice of issuance and evidence of
satisfactory distribution, on Nasdaq and the Company knows of no reason or set of facts that is likely to adversely affect such
authorization.
2.33. Board
of Directors. As of the Effective Date, the Board of Directors of the Company will be comprised of the persons set forth as
“Directors” or “Director nominees” under the heading of the Sale Preliminary Prospectus and the Prospectus
captioned “Management.” As of the Effective Date, the qualifications of the persons serving as board members and the
overall composition of the board will comply with Xxxxxxxx-Xxxxx and the rules promulgated thereunder and the rules of Nasdaq
that are, in each case, applicable to the Company. As of the Effective Date, the Company will have an Audit Committee that satisfies
the applicable requirements under Xxxxxxxx-Xxxxx and the rules promulgated thereunder and the rules of Nasdaq, subject to the
permitted phase-in requirements under the rules of Nasdaq.
2.34. Emerging
Growth Company. From its formation through the date hereof, the Company has been and is an “emerging growth company,”
as defined in Section 2(a) of the Act (an “Emerging Growth Company”).
2.35
No Disqualification Events. Neither the Company, nor any of its predecessors or any affiliated issuer, nor any director,
executive officer, or other officer of the Company participating in the Offering, nor any beneficial owner of 20% or more of the
Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term
is defined in Rule 405 under the Act) connected with the Company in any capacity at the time of sale (each, a “Company Covered
Person” and, together, “Company Covered Persons”) is subject to any of the “Bad Actor” disqualifications
described in Rule 506(d)(1)(i) to (viii) under the Act (a “Disqualification Event”), except for a Disqualification
Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Company Covered
Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations
under Rule 506(e), and has furnished to the Underwriters a copy of any disclosures provided thereunder.
2.36. Free-Writing
Prospectus and Testing-the-Waters. The Company has not made any offer relating to the Public Securities that would constitute
an issuer free writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing
prospectus” as defined in Rule 405. The Company: (a) has not engaged in any Testing-the-Waters Communication other than
Testing-the-Waters Communications with the consent of the Representative with entities that are qualified institutional buyers
within the meaning of Rule 144A under the Act or institutions that are accredited investors within the meaning of Rule 501 of
Regulation D under the Act and (b) has not authorized anyone to engage in Testing-the-Waters Communications other than its officers
and the Representative and individuals engaged by the Representative. The Company has not distributed any written Testing-the-Waters
Communications other than those listed on Schedule B hereto. “Testing-the-Waters Communication” means any oral
or written communication with potential investors undertaken in reliance on Section 5(d) of the Act.
2.37. No
Fee Arrangements. As of the date hereof, the Company has not entered into any agreement, written or oral, pursuant to which
the Company will be obligated to pay any Insider or an affiliate of any Insider a consulting, finder or success fees for assisting
the Company in consummating a Business Combination.
2.38. Underwriter
Engagement. The Company does not have any expectation, understanding or agreement with any Underwriter for such Underwriter
to provide any additional services to the Company after the consummation of the Offering relating to the initial Business Combination,
the financing thereof or other related transactions. Any Underwriter’s provision of any such additional services in connection
with the initial Business Combination will require the Company’s separate engagement of such Underwriter in connection with
the initial Business Combination and the entry into a related written engagement agreement between such Underwriter and the Company
setting forth the terms and conditions of the additional services to be provided by such Underwriter to the Company.
3. Covenants
of the Company. The Company covenants and agrees as follows:
3.1. Amendments
to Registration Statement. The Company will deliver to the Representative, prior to filing, any amendment or supplement to
the Registration Statement, any Preliminary Prospectus or the Prospectus proposed to be filed after the Effective Date and the
Company shall not file any such amendment or supplement to which the Representative reasonably objects in writing.
3.2. Federal
Securities Laws.
3.2.1. Compliance.
During the time when a Prospectus is required to be delivered under the Act, the Company will use its commercially reasonable
efforts to comply with all requirements imposed upon it by the Act, the Regulations, and the Exchange Act, and by the regulations
under the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in
the Securities in accordance with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time
when a Prospectus relating to the Securities is required to be delivered under the Act, any event shall have occurred as a result
of which, in the opinion of counsel for the Company or counsel for the Underwriters, the 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 Prospectus to comply with the Act, the Company will notify the Representative promptly
and prepare and file with the Commission, subject to Section 3.1 hereof, an appropriate amendment or supplement
in accordance with Section 10 of the Act.
3.2.2. Filing
of Final Prospectus. The Company will file the Prospectus (in form and substance satisfactory to the Underwriters) with the
Commission pursuant to the requirements of Rule 424 of the Regulations.
3.2.3. Exchange
Act Registration. The Company will use its commercially reasonable efforts to maintain the registration of the Public Securities
under the provisions of the Exchange Act (except in connection with a going-private transaction) for a period of five years from
the Effective Date, or until the Company is required to be liquidated or is acquired, if earlier, or, in the case of the Public
Warrants, until the Public Warrants expire and are no longer exercisable or have been exercised or redeemed in full. The Company
will not deregister the Public Securities under the Exchange Act (except in connection with a going private transaction after
the completion of a Business Combination) without the prior written consent of the Representative.
3.2.4. Exchange
Act Filings. From the Effective Date until the earlier of the Company’s initial Business Combination, or its liquidation
and dissolution, the Company shall use its best efforts to timely file with the Commission via the Electronic Data Gathering,
Analysis and Retrieval System (“XXXXX”) such statements and reports as are required to be filed by a company
registered under Section 12(b) of the Exchange Act.
3.2.5. Xxxxxxxx-Xxxxx
Compliance. As soon as it is legally required to do so, the Company shall take all actions necessary to obtain and thereafter
maintain material compliance with each applicable provision of Xxxxxxxx-Xxxxx and the rules and regulations promulgated thereunder
and related or similar rules and regulations promulgated by any other governmental or self-regulatory entity or agency with jurisdiction
over the Company.
3.3. Free-Writing
Prospectus. The Company agrees that it will not make any offer relating to the Public Securities that would constitute an
issuer free writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing
prospectus” as defined in Rule 405, without the prior consent of the Underwriters.
3.4. Delivery
to Underwriters of Prospectuses. The Company will deliver to the Underwriters, without charge and from time to time during
the period when the Prospectus is required to be delivered under the Act or the Exchange Act, such number of copies of each of
the Preliminary Prospectus and the Prospectus as the Underwriters may reasonably request and, as soon as the Registration Statement
or any amendment or supplement thereto becomes effective, deliver to the Underwriters, upon their request, two manually executed
Registration Statements, including exhibits, and all post-effective amendments thereto and copies of all exhibits filed therewith
or incorporated therein by reference and all manually executed consents of certified experts.
3.5. Effectiveness
and Events Requiring Notice to the Representative. The Company will use its commercially reasonable efforts to cause the Registration
Statement to remain effective until the completion of the Offering, and during that time will notify the Representative immediately
and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the
issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective
amendment thereto or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or of the initiation, or
the threatening, of any proceeding for that purpose; (iii) of the issuance by any foreign or state securities commission of any
proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the
initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing
of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for
any additional information from the Commission; and (vi) of the happening of any event that, during the period described in Section
3.4 hereof, in the reasonable judgment of the Company, makes any statement of a material fact made in the Registration Statement
or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to
make the statements therein, and in the light of the circumstances under which they were made, not misleading. If the Commission
or any foreign or state securities commission shall enter a stop order or suspend such qualification at any time, the Company
will make every reasonable effort to obtain promptly the lifting of such order.
3.6. Affiliated
Transactions.
3.6.1. Business
Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless
(i) the Company, or a committee of its independent and disinterested directors, obtains an opinion from an independent investment
banking firm or another independent entity that commonly renders valuation opinions stating that the consideration to by paid
by the Company in such an initial Business Combination is fair to the Company from a financial point of view and (ii) a majority
of the Company’s disinterested and independent directors (if there are any) approve such transaction.
3.6.2. Compensation
to Insiders. Except as disclosed in the Prospectus or unless consented to by the Representative, which consent shall not be
unreasonably withheld, conditioned or delayed, the Company shall not pay any of the Insiders or any of their affiliates any fees
or compensation from the Company, for services rendered to the Company prior to, or in connection with, the consummation of a
Business Combination.
3.7. [Reserved].
3.8. Reports
to the Representative. For a period of five (5) years from the Effective Date or until such earlier time upon which the Company
is required to be liquidated or is no longer required to file reports under the Exchange Act, the Company will furnish to the
Representative and its counsel copies of such financial statements and other periodic and special reports as the Company from
time to time furnishes generally to holders of any class of its securities, and promptly furnish to the Underwriters: (i) a copy
of each periodic report the Company shall be required to file with the Commission, (ii) a copy of every press release and every
news item and article with respect to the Company or its affairs that was released by the Company, (iii) a copy of each current
Report on Form 8-K or Schedules 13D, 13G, 14D-1 or 13E-4 received or prepared by the Company, (iv) two (2) copies of each registration
statement filed by the Company with the Commission under the Act, and (v) such additional documents and information with respect
to the Company and the affairs of any future subsidiaries of the Company as the Representative may from time to time reasonably
request; provided the Representative shall sign, if requested by the Company, a Regulation FD compliant confidentiality agreement
which is reasonably acceptable to the Representative and its counsel in connection with the Representative’s receipt of
such information. Documents filed or furnished with the Commission pursuant to its XXXXX system shall be deemed to have been delivered
to the Representative pursuant to this Section.
3.9. Transfer
Agent. For a period of five (5) years following the Effective Date or until such earlier time upon which the Company is required
to be liquidated, the Company shall retain a transfer agent and warrant agent acceptable to the Representative. CST is acceptable
to the Representative.
3.10. Payment
of Expenses. The Company hereby agrees to pay all Company expenses incident to the performance of the obligations of the Company
under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the
preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration
Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto,
and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments
thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred
in connection with conducting background checks of the Company’s management team, up to a maximum of $5,500 per person,
(iv) the preparation, printing, engraving, issuance and delivery of the Units, the Public Shares and the Public Warrants, including
any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable
and documented fees of counsel of the Underwriters (such legal fees not to exceed $15,000) in connection therewith, (vi) fees,
costs and expenses incurred in listing the Public Securities on Nasdaq or such other stock exchanges as the Company and the Underwriters
together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses
associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations
made available by way of a net roadshow, including without limitation, trips for the Company’s management to meet with prospective
investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; and (ix)
all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are
not otherwise specifically provided for in this Section 3.10, provided that the fees and expenses reimbursed to the Underwriters
shall not exceed $75,000 in the aggregate (including legal fees and the expenses described in item (iii) above). If the Offering
is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date
the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to the Closing
Date) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than
a breach by the Underwriters of any of their obligations hereunder), then the Company shall reimburse the Representative for up
to an aggregate of $75,000 of its reasonable and documented out-of-pocket accountable expenses actually incurred through such
date, including, without limitation, reasonable and documented out-of-pocket fees and disbursements of counsel to the Underwriters
related to FINRA matters, provided that such legal fees shall not exceed $15,000. In addition, in the event that the Company requests
that any of the Underwriters undertake any financial or capital markets advisory activities or services (the “Business
Combination Services”), the Company hereby agrees to pay at the closing of the Business Combination, all reasonable
and documented out of pocket expenses (including, for the avoidance of doubt, background checks and legal expenses of external
counsel) incurred by such Underwriter in connection therewith and with supporting such Underwriter’s Due Diligence Defense
(as defined below); provided further, however, that the aggregate amount of such expenses (including legal expenses) reimbursable
by the Company shall not exceed $400,000 if the Business Combination is consummated, and $250,000 if the Business Combination
is not consummated, without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned
or delayed). The Underwriter will notify the Company when it proposes to engage legal counsel to assist in supporting its Due
Diligence Defense; however, for the avoidance of doubt, failure to timely notify the Company of such engagement shall not negate
the Company’s expense reimbursement obligations set forth herein.
3.11. Application
of Net Proceeds. The Company will apply the net proceeds from the Offering and Private Placement received by it in a manner
consistent in all material respects with the application described under the caption “Use of Proceeds” in the Prospectus.
3.12. Delivery
of Earnings Statements to Security Holders. The Company will make generally available to its security holders as soon as practicable
an earnings statement (which need not be certified by an independent registered public accounting firm unless required by the
Act or the Regulations, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Act) covering a period
of at least twelve consecutive months beginning after the Effective Date.
3.13. Notice
to FINRA.
3.13.1. Notice
to the Representative. For a period of sixty (60) days after the date of the Prospectus, in the event any person or entity
(regardless of any FINRA affiliation or association) is engaged, in writing, to assist the Company in its search for a Target
Business or to provide any other services in connection therewith, the Company will provide the following to the Representative
prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing
such services; and (ii) justification as to why the person or entity providing the merger and acquisition services should not
be considered a Participating Member with respect to the Offering, as such term is defined in FINRA Rule 5110. The Company also
agrees that, if required by law, proper disclosure of such arrangement or potential arrangement will be made in the tender offer
documents or proxy statement which the Company will file with the Commission in connection with the Business Combination.
3.13.2. FINRA.
The Company shall advise the Representative if it is aware that any 10% or greater shareholder of the Company becomes an affiliate
or associated person of a Participating Member.
3.13.3. Broker/Dealer.
In the event the Company intends to register as a broker/dealer, merge with or acquire a registered broker/dealer, or otherwise
become a member of FINRA, it shall promptly notify FINRA.
3.14. Stabilization.
The Company shall not take, and shall direct its employees, directors or shareholders not to take, directly or indirectly, any
action without the consent of the Representative that is designed to or that has constituted or that might reasonably be expected
to cause or result in, under the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Units.
3.15. Existing
Lock-Up Agreement. The Company will use its best efforts to enforce all existing agreements between the Company and any of
its security holders that prohibit the sale, transfer, assignment, pledge or hypothecation of any of the Securities in connection
with the Offering. In addition, the Company will direct the Company’s transfer agent to place stop transfer restrictions
upon any such Securities of the Company that are bound by such existing “lock-up” agreements for the duration of the
periods contemplated in such agreements.
3.16. Payment
of Deferred Underwriting Commission on Business Combination. Upon the occurrence of the Business Combination Closing, the
Company agrees that it will cause the Trustee to pay the Deferred Underwriting Commission directly from the Trust Account to the
Representative, for its own account,, in accordance with Section 1.3; provided that the Representative has complied
with the provision set forth in Section 3.28. The Underwriters shall have no claim to payment of any interest earned
on the portion of the proceeds held in the Trust Account representing the Deferred Underwriting Commission.
3.17. Internal
Controls. To the extent required by the Exchange Act, the Company will maintain 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.
3.18. Accounting
Firm. Until the earlier of the consummation of the Company’s initial Business Combination or until such earlier time
upon which the Company is required to be liquidated, the Company shall retain Withum or another independent registered public
accounting firm reasonably acceptable to the Representative.
3.19. Form
8-K. The Company shall, on or prior to the date hereof, retain its independent registered public accounting firm to audit
the balance sheet of the Company as of the Closing Date (“Audited Financial Statements”) reflecting the receipt
by the Company of the proceeds of the Offering and the Private Placement. Within four (4) Business Days after the Closing Date,
the Company shall file a Current Report on Form 8-K with the Commission, which Report shall contain the Company’s Audited
Financial Statements. Promptly after the Option Closing Date, if the Over-allotment Option is exercised after the Closing Date,
the Company shall file with the Commission a Current Report on Form 8-K or an amendment to the Form 8-K to provide updated financial
information to reflect the exercise of such option.
3.20. Corporate
Proceedings. All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement and
the transactions contemplated hereby shall have been effected, except where failure to do so would not individually or in the
aggregate have a Material Adverse Effect.
3.21. Investment
Company. The Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested only as provided
for in the Trust Agreement and disclosed in the Prospectus. The Company will conduct its business in a manner so that it will
not become subject to the Investment Company Act. Furthermore, once the Company consummates a Business Combination, it shall be
engaged in a business other than that of investing, reinvesting, owning, holding or trading securities.
3.22. Amendments
to Charter Documents. The Company covenants and agrees, that prior to its initial Business Combination it will not seek to
amend or modify its Charter Documents, except in accordance with the procedures set forth therein.
3.23. Press
Releases. The Company agrees that it will not issue press releases or engage in any other publicity, without the Representative’s
prior written consent (not to be unreasonably withheld, delayed or conditioned), for a period of twenty-five (25) days after the
Closing Date. Notwithstanding the foregoing, in no event shall the Company be prohibited from issuing any press releases or engaging
in any other publicity required by law, except that including the name of any Underwriter therein shall require the prior written
consent of such Underwriter (not to be unreasonably withheld, delayed or conditioned).
3.24. Insurance.
Until the earlier of the consummation of the Company’s initial Business Combination or until such time upon which the Company
is liquidated, the Company will maintain directors’ and officers’ insurance (including, without limitation, insurance
covering the Company, its directors and officers for liabilities or losses arising in connection with the Offering, including,
without limitation, liabilities or losses arising under the Act, the Exchange Act, the Regulations and any applicable foreign
securities laws).
3.25. Electronic
Prospectus. The Company shall cause to be prepared and delivered to the Underwriters, at the Company’s expense, promptly,
but in no event later than two (2) Business Days from the effective date of this Agreement, an Electronic Prospectus to be used
by the Underwriters in connection with the Offering. As used herein, the term “Electronic Prospectus” means
a form of prospectus, and any amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded
in an electronic format, satisfactory to the Representative, that may be transmitted electronically by the Underwriters to offerees
and purchasers of the Units for at least the period during which a prospectus relating to the Units is required to be delivered
under the Act; (ii) it shall disclose the same information as the paper prospectus and prospectus filed pursuant to XXXXX, except
to the extent that graphic and image material cannot be disseminated electronically, in which case such graphic and image material
shall be replaced in the electronic prospectus with a fair and accurate narrative description or tabular representation of such
material, as appropriate; and (iii) it shall be in or convertible into a paper format or an electronic format, satisfactory to
the Representative, that will allow recipients thereof to store and have continuously ready access to the prospectus at any future
time, without charge to such recipients (other than any fee charged for subscription to the Internet as a whole and for on-line
time).
3.26. Private
Placement Proceeds. On or prior to the Effective Date, the Sponsor shall have deposited the funds required to purchase the
Placement Warrants under the Sponsor Purchase Agreement into the Sponsor’s bank account. On or prior to the Closing Date
and following receipt of the funds required to purchase the Placement Warrants pursuant to the terms of the Purchase Agreements,
the Company shall cause the applicable proceeds from the Private Placement to be deposited in the Trust Account pursuant to the
terms of the Purchase Agreements.
3.27. Future
Financings. The Company agrees that neither it, nor any successor or subsidiary of the Company, will consummate any public
or private equity or debt financing prior to the Business Combination Closing, unless all investors in such financing expressly
waive, in writing, any rights in or claims against the Trust Account.
3.28. Amendments
to Certain Agreements. The Company shall not amend, modify or otherwise change Section 7 of the Insider Letter (with respect
to lock-ups) without the prior written consent of the Representative, which such consent shall not be unreasonably delayed, conditioned
or withheld by the Representative. The Company shall not amend, modify or otherwise change Section 1(i) of the Trust Agreement
(with respect to disbursement from the Trust Account upon the Business Combination Closing) without the prior written consent
of the Representative.
3.29. Maintenance
of Listing on Nasdaq. Until the consummation of a Business Combination, the Company will use its commercially reasonable efforts
to maintain the listing of the Public Securities on Nasdaq or a national securities exchange acceptable to the Representative.
3.30. Reservation
of Shares. The Company will reserve and keep available the maximum number of its authorized but unissued securities which
are issuable upon exercise of the Warrants outstanding from time to time.
3.31. Notice
of Disqualification Events. The Company will notify the Underwriters in writing, prior to the Closing Date, of (i) any Disqualification
Event relating to any Company Covered Person and (ii) any event that would, with the passage of time, become a Disqualification
Event relating to any Company Covered Person.
3.32. Disqualification
of S-1. Until the earlier of seven (7) years from the date hereof or until the Warrants have either expired and are no longer
exercisable or have all been exercised or redeemed, the Company will not take any action or actions that prevent or disqualify
the Company’s use of Form S-1 (or other appropriate form) for the registration of the Ordinary Shares issuable upon exercise
of the Warrants under the Act.
3.33
Business Combination Securities Disclosure Documents. If any Underwriter determines, in its sole judgment, that it
may be an underwriter of any securities issued pursuant to any registration statement or tender offer document filed with the
Commission in connection with the consummation of the Business Combination by the Company, a Target Business or any direct or
indirect parent or subsidiary of any of them (any such issuer or co-issuer, a “Registrant,” and any such securities,
the “Business Combination Securities”), the Company shall use its commercially reasonable efforts to provide
or cause to be provided to such Underwriter all information and access to all persons, properties and documents reasonably necessary
for the Underwriters to complete a due diligence investigation sufficient (in the view of the Underwriters in their sole discretion)
to provide the Underwriters with a “reasonable due diligence” defense in respect of any claims that could be brought
against an underwriter of the applicable Business Combination Securities under federal and state securities laws, rules and regulations,
including, without limitation, Section 11 of the Act (a “Due Diligence Defense”). As used herein, the term
“reasonable due diligence” means a reasonable investigation that provides the investigating person a reasonable ground
to believe that at the time of the applicable offer, issuance or distribution of any Business Combination Securities, no registration
statement, preliminary or final prospectus, proxy statement, tender offer document or offering memorandum, including, without
limitation, any document incorporated by reference into any of the foregoing, or any amendment or supplement to any of the foregoing,
or any other marketing document used by any Registrant (as defined below), filed with or furnished by the Company to the Commission
in connection with the Business Combination but excluding any filing under Rule 425 of the Act or Rule 14a-12 of the Exchange
Act (each, a “Business Combination Securities Disclosure Document”), in each case relating to such offer, issuance
or distribution, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements made therein not misleading. The Company agrees that it will use its commercially reasonable
efforts to provide to the Representative notice of each filing under Rule 425 of the Act or Rule 14a-12 of the Exchange Act and
each other form of public communication about the Business Combination made by the Company (or, if such filing or other public
communication is to be made by a Registrant other than the Company, any filing or other public communication which is required
to be approved by the Company) reasonably in advance of such filing or public communication. The Company further covenants that
it will use its best efforts to confirm that any projections provided to the Representative by any Registrant or prepared by any
Registrant or any Registrant Representative (as defined below) of any Registrant and contained in any Business Combination Securities
Disclosure Document will be based upon assumptions which, in light of the circumstances under which they were made, were reasonable
at the time they were prepared.
3.34
Obligations in Connection with Business Combination. If any Underwriter determines, in its sole judgment, that it may be
an underwriter of any Business Combination Securities, then, if requested in writing by the Representative, the following shall
apply:
3.34.1. Prior
to entering into any definitive agreement with respect to the Business Combination (or amendment thereto) and until such time
as such Business Combination is consummated.
|
(a) |
The Company agrees to notify the Representative with respect to, and to permit the Representative, to participate in any due diligence
sessions with any Registrant or any Registrant Representative; and |
|
(b) |
The Company shall use its commercially reasonable efforts to provide drafts of all Business Combination Securities Disclosure Documents to the
Representative and its legal counsel reasonably in advance of the filing by the Company of such Business Combination Securities Disclosure Document with the Commission or the circulation by any Registrant of any Business Combination Securities
Disclosure Document to any prospective investor (or, if such filing or circulation is to be made by a Registrant other than the Company, any filing or circulation which is required to be approved by the Company), sufficient to allow the
Representative and the Underwriters’ legal counsel an opportunity to comment on such Business Combination Securities Disclosure Document before its filing or circulation. The Company shall not permit the filing with or furnishing by the Company
to the Commission of any Business Combination Securities Disclosure Document which names any of the Underwriters, their employees or their affiliates, or the issuance by the Company of any press release or the publication by the Company of any
other communication in any form if (i) such communication relates to the Business Combination, and (ii) names any of the Underwriters, their employees or their affiliates, without the prior written consent of the Representative, which consent
shall not unreasonably be withheld, delayed or conditioned. |
3.34.2. Notwithstanding
any provision to the contrary herein, the Company agrees (i) that the Underwriters shall have the right, in connection with their
reasonable due diligence under Section 3.33, to retain counsel and other consultants and experts as they may deem necessary
or desirable (it being understood that the retention of any such consultant or expert or other advisor, other than outside legal
counsel, will be made with the prior written approval of the Company, which approval will not be unreasonably withheld, conditioned
or delayed); (ii) to use its commercially reasonable efforts to ensure that each counsel to the Company and to any other
Registrant provides customary negative assurance letters to the Underwriters as of (x) the date of effectiveness of the Business
Combination Securities Disclosure Document, and (y) the date of the shareholder vote to approve the Business Combination, each
in form and substance reasonably satisfactory to the Representative, and (iii) to use its commercially reasonable efforts to ensure
that each accounting firm or firms that were retained by the Company or by any other Registrant and that have audited any financial
statements set forth in any Business Combination Securities Disclosure Document provide customary “comfort letters”
to the Underwriters pursuant to AU 634 of the Public Company Accounting Oversight Board as of (A) the date of effectiveness of
the Business Combination Securities Disclosure Document, and (B) the date of the shareholder vote to approve the Business Combination;
and (iv) to take and shall use its commercially reasonable efforts to take any other actions reasonably requested by the Representative.
3.34.3. [Reserved].
3.34.4. Prior
to the consummation of the Business Combination, the Company shall use its commercially reasonable efforts to include in the definitive
agreement for the Business Combination a covenant for the assignment and assumption, by the public entity resulting from the initial
Business Combination, of all of the Company’s obligations hereunder that survive the Business Combination Closing and (ii)
that the Underwriters may rely on the representations and warranties contained therein as if they were a party thereto. The Company
shall use its commercially reasonable efforts to ensure that each Target Business or other Registrant agrees to deliver to the
Underwriters a certificate of an officer of such Target Business stating that to such officer’s knowledge, the representations
and warranties made by the Target Business in the definitive agreement for the Business Combination are true and correct as of
the date of such certificate, subject to (i) a customary materiality standard, (ii) any applicable carve-out with reference to
disclosure included in the Business Combination Securities Disclosure Document and (iii) required adjustments for such representations
and warranties that speak as of a specific date. In addition, in connection with the Business Combination, the Company will, and
will use its commercially reasonable efforts to cause each Registrant to, comply in all material respects with the obligations
and covenants of the Company which relate to the period following the Business Combination Closing set forth in Sections 3 and
5 of this Agreement.
3.34.5. Nothing
herein shall be deemed to require the Underwriters to limit their rights to compensation or to reimbursement of expenses without
their express agreement or otherwise to assume any liability other than as may be expressly required under the Act.
3.34.6. The
Company acknowledges and agrees that nothing in this Section 3.34 shall be interpreted to obligate the Underwriters to
take any action, or to refrain from taking any action, in connection with the Business Combination and any such actions will be
undertaken by each Underwriter, in respect of itself, in its sole discretion.
4. Conditions
of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Units, as provided herein,
shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as
of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company
made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following
conditions:
4.1. Regulatory
Matters.
4.1.1. Effectiveness
of Registration Statement. The Registration Statement shall have become effective not later than 4:00 p.m., New York time,
on the date of this Agreement or such later date and time as shall be consented to in writing by the Representative, and, at each
of the Closing Date and each Option Closing Date, no stop order suspending the effectiveness of the Registration Statement shall
have been issued and no proceedings for the purpose shall have been instituted or shall be pending or contemplated by the Commission
and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction
of EGS.
4.1.2. FINRA
Clearance. By the Effective Date, the Underwriters shall have received clearance from FINRA as to the amount of compensation
allowable or payable to the Underwriters as described in the Registration Statement.
4.1.3. No
Blue Sky Stop Orders. No order suspending the sale of the Units in any jurisdiction shall have been issued on each of the
Closing Date or each Option Closing Date, and no proceedings for that purpose shall have been instituted or, to the Company’s
knowledge, shall be contemplated.
4.1.4. No
Commission Stop Order. At the Closing Date and each Option Closing Date, the Commission has not issued any order or threatened
to issue any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any part thereof, and has
not instituted or, to the Company’s knowledge, assuming reasonable inquiry, threatened to institute any proceedings with
respect to such an order.
4.1.5. Approval
of Listing on Nasdaq. The Securities shall have been approved for listing on Nasdaq, subject to official notice of issuance
and evidence of satisfactory distribution, satisfactory evidence of which shall have been provided to the Representative.
4.2. Company
Counsel Matters.
4.2.1. Closing
Date and Option Closing Date Opinions of Counsels. On the Closing Date and each Option Closing Date, if any, the Representative
shall have received the favorable opinions and negative assurance statements of each of King & Spalding LLP and Xxxxxx and
Xxxxxx (Cayman) LLP, dated the Closing Date or each Option Closing Date, as the case may be, addressed to the Representative as
representative for the several Underwriters and in form and substance reasonably satisfactory to the Representative and EGS. On
the Closing Date and each Option Closing Date, the Representative shall have received the favorable opinion and negative assurance
statement of EGS, dated the Closing Date, or each Option Closing Date, as the case may be, addressed to the Representative as
representative for the several Underwriters in form and substance reasonably satisfactory to the Representative.
4.2.2. Reliance.
In rendering such opinions, such counsels may rely as to matters of fact, to the extent they deem proper, on certificates or other
written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents
respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates
shall be delivered to the Representative’s counsel if requested.
4.3. Comfort
Letter. At the time this Agreement is executed, and at the Closing Date and Option Closing Date, if any, the Representative
shall have received a letter, addressed to the Representative as representative for the several Underwriters and in form and substance
satisfactory in all respects (including the non-material nature of the changes or decreases, if any, referred to in Section
4.3.3 below) to the Representative, from Withum dated, respectively, as of the date of this Agreement and as of the Closing
Date and Option Closing Date, if any.
4.3.1.
Confirming that they are an independent registered public accounting firm with respect to the Company within the meaning of the
Act and the applicable Regulations and that they have not, during the periods covered by the financial statements included in
the Registration Statement, Preliminary Prospectus, Sale Preliminary Prospectus and the Prospectus, provided to the Company any
non-audit services, as such term is used in Section 10A(g) of the Exchange Act;
4.3.2.
Stating that in their opinion the financial statements of the Company included in the Registration Statement, the Sale Preliminary
Prospectus and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act
and the published Regulations thereunder;
4.3.3.
Stating that, on the basis of their review, which included a reading of the latest available unaudited interim financial statements
of the Company (with an indication of the date of the latest available unaudited interim financial statements), a reading of the
latest available minutes of the shareholders and Board of Directors and the various committees of the Board of Directors, consultations
with officers and other employees of the Company responsible for financial and accounting matters and other specified procedures
and inquiries, nothing has come to their attention that would lead them to believe that (a) the unaudited financial statements
of the Company included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus do not comply as to
form in all material respects with the applicable accounting requirements of the Act and the Regulations or are not fairly presented
in conformity with GAAP applied on a basis substantially consistent with that of the audited financial statements of the Company
included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, or (b) at a date not later than five
(5) days prior to the Effective Date, Closing Date or Option Closing Date, as the case may be, there was any change in the share
capital or long-term debt of the Company, or any decrease in the shareholders’ equity of the Company as compared with amounts
shown in the March 31, 2024 balance sheet included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus,
other than as set forth in or contemplated by the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or,
if there was any decrease, setting forth the amount of such decrease, and (c) during the period from March 31, 2024 to a specified
date not later than five (5) days prior to the Effective Date, Closing Date or any Option Closing Date, as the case may be, there
was any decrease in revenues, net earnings or net earnings per Ordinary Share, in each case as compared with the corresponding
period in the preceding year and as compared with the corresponding period in the preceding quarter, other than as set forth in
or contemplated by the Registration Statement the Sale Preliminary Prospectus and the Prospectus, or, if there was any such decrease,
setting forth the amount of such decrease;
4.3.4.
Setting forth, at a date not later than five (5) days prior to the Effective Date, the amount of liabilities of the Company (including
a break-down of commercial papers and notes payable to banks);
4.3.5.
Stating that they have compared specific dollar amounts, numbers of shares, percentages of revenues and earnings, statements and
other financial information pertaining to the Company set forth in the Registration Statement, the Sale Preliminary Prospectus
and the Prospectus in each case to the extent that such amounts, numbers, percentages, statements and information may be derived
from the general accounting records, including work sheets, of the Company and excluding any questions requiring an interpretation
by legal counsel, with the results obtained from the application of specified readings, inquiries and other appropriate procedures
(which procedures do not constitute an examination in accordance with generally accepted auditing standards) set forth in the
letter and found them to be in agreement;
4.3.6.
Stating that they have not, since the Company’s incorporation, brought to the attention of the Company’s management
any reportable condition related to internal structure, design or operation as defined in the Statement on Auditing Standards
No. 60 “Communication of Internal Control Structure Related Matters Noted in an Audit,” in the Company’s internal
controls; and
4.3.7.
Statements as to such other matters incident to the transaction contemplated hereby as the Representative or EGS may reasonably
request, including: (i) that Withum is registered with the Public Company Accounting Oversight Board; (ii) that Withum has sufficient
assets and insurance to pay for any liability incurred by it relating to providing the letter; and (iii) that Withum is not insolvent.
4.4. Officers’
Certificates.
4.4.1. Officers’
Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate
of the Company signed by the Chairman of the Board or the Chief Executive Officer, Chief Financial Officer of the Company, or
any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date,
as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions
required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option
Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as
of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties
of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have
received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may
reasonably request.
4.4.2. Secretary’s
Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate
of the Company signed by a director or an officer of the Company, dated the Closing Date or the Option Closing Date, as the case
may be, respectively, certifying (i) that the Charter Documents are true and complete, have not been modified and are in full
force and effect, (ii) that the resolutions of the Company’s Board of Directors relating to the public offering contemplated
by this Agreement are in full force and effect and have not been modified, (iii) as to the accuracy and completeness of all correspondence
between the Company or its counsel and the Commission, (iv) as to the accuracy and completeness of all correspondence between
the Company or its counsel and Nasdaq; and (v) as to the incumbency of the officers of the Company. The documents referred to
in such certificate shall be attached to such certificate.
4.5. No
Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have
been no material adverse change or development involving a prospective material adverse change in the condition or prospects or
the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth
in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending
or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other
administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations,
or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no
stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s
knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary
Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required
to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements
of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor
any amendment or supplement thereto shall contain any untrue statement of a material fact or omit 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.
4.6. Delivery
of Agreements. On the Effective Date, the Company shall have delivered to the Representative executed copies of the Transaction
Documents and all of the Insider Letters.
4.7. Private
Placements. On the Closing Date, the Private Placement shall have been completed in accordance with Sections 1.4,
2.21.2, 2.21.3 and 3.26 of this Agreement.
4.8.
Good Standing. The Representative shall have received on and as of (i) the Effective Date, and (ii) the Closing Date or
the Option Closing Date, as the case may be, satisfactory evidence of the good standing of the Company in its jurisdiction of
organization in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdiction.
4.9. Trust
Waiver. The Company has received waivers from all vendors and service providers to all claims on amounts in the Trust Account
which are to be distributed to the Company’s shareholders in accordance with the terms of the Trust Agreement, except for
(i) Withum and (ii) the Representative with respect to the Deferred Underwriting Commission.
5. Indemnification
and Contribution.
5.1.
Indemnification.
5.1.1. Indemnification
of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective
partners, members, directors, officers, employees and agents, and each person, if any, who controls each Underwriter or any affiliate
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Person”)
as follows:
|
(a) |
against any and all loss, liability, claim, damage and reasonably incurred and documented out of pocket expense whatsoever, as reasonably
incurred, joint or several, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a
material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, Sale
Preliminary Prospectus, any Testing-the-Waters Communication or the Prospectus or, in the event that any Underwriter determines, in its sole judgment, that it may be an underwriter of any Business Combination Securities, any Business
Combination Securities Disclosure Document (or any amendment or supplement to the foregoing), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; |
|
(b) |
against any and all loss, liability, claim, damage and reasonably incurred documented out of pocket expense whatsoever, as reasonably
incurred, joint or several, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental authority, commenced or threatened, or of any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 5.1.4) any such settlement is effected with the written consent of the Company, which consent shall not unreasonably be
delayed, conditioned or withheld; |
|
(c) |
against any and all claims, actions, suits, proceedings, damages, liabilities and expenses, as reasonably incurred by any of them (including
the fees and expenses of counsel), as incurred, that are related to or arise out of any business combination marketing or capital markets advisory activities by any Underwriter on the Company’s behalf in connection with a Business Combination,
provided that the Company will not, however, be responsible to an Indemnified Person for any portion of any such claim, action, suit, proceeding, damage, liability or expense that is finally judicially determined by a court of competent
jurisdiction (not subject to further appeal) to have resulted primarily and directly from the bad faith, gross negligence or willful misconduct of the Indemnified Person seeking such indemnification; |
|
(d) |
against any and all expense whatsoever (including the reasonably incurred and documented fees and disbursements of counsel), as reasonably
incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental authority, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or
any such alleged untrue statement or omission (whether or not a party), to the extent that any such expense is not paid under (a), (b) or (c) above; and |
|
(e) |
against any and all loss, liability, claim, damage and expense whatsoever, as reasonably incurred, joint or several, arising out of the
Company’s failure to provide any of the information and access to persons, properties and documents required to be provided under Section 3.33 hereof; |
provided,
however, that the foregoing agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out
of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with
the Underwriters’ Information (and, in connection with any Business Combination, similar information provided by or on behalf
of the Underwriters or any other Business Combination advisor expressly for use in any Business Combination Securities Disclosure
Document).
5.1.2. Indemnification
of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless
the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who
controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any and all loss,
liability, claim, damage and reasonably incurred and documented expense described in the indemnity contained in Section
5.1.1, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made
in the Registration Statement, any preliminary prospectus, the Sale Preliminary Prospectus, any Testing-the-Waters Communication
or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with the Underwriters’
Information.
5.1.3. Notifications
and Other Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section
5.1 will, promptly after receipt of notice of commencement of any action against such party in respect of which a claim
is to be made against an indemnifying party or parties under this Section 5.1, notify each such indemnifying party
of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party
will not relieve the indemnifying party from (i) any liability that it might have to any indemnified party otherwise than under
this Section 5.1 and (ii) any liability that it may have to any indemnified party under the foregoing provision
of this Section 5.1 unless, and only to the extent that, such omission results in the forfeiture of substantive
rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the
indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects
by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the
indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of, the action, with counsel
reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its
election to assume the defense, the indemnifying party will not be liable to the indemnified party for any other legal expenses
except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in
connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees,
expenses and other charges of such counsel will be at the expense of such indemnified party unless (A) the employment of counsel
by the indemnified party has been authorized in writing by the indemnifying party, (B) the indemnified party has reasonably concluded
(based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different
from or in addition to those available to the indemnifying party, (C) a conflict or potential conflict exists (based on advice
of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying
party will not have the right to direct the defense of such action on behalf of the indemnified party) or (D) the indemnifying
party has not in fact employed counsel to assume the defense of such action or counsel reasonably satisfactory to the indemnified
party, in each case, within a reasonable time after receiving notice of the commencement of the action; in each of which cases
the reasonable and documented fees, disbursements and other charges of counsel will be at the expense of the indemnifying party
or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings
in the same jurisdiction, be liable for the reasonable and documented fees, disbursements and other charges of more than one separate
firm admitted to practice in such jurisdiction (plus local counsel) at any one time for all such indemnified party or parties.
All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurred. An
indemnifying party will not, in any event, be liable for any settlement of any action or claim effected without its written consent.
No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the
entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section
5 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (x) includes
an express and unconditional release of each indemnified party, in form and substance reasonably satisfactory to such indemnified
party, from all liability arising out of such litigation, investigation, proceeding or claim and (y) 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.
5.1.4. Settlement
Without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any
settlement of any proceeding 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 aforesaid request, (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.
5.2. Contribution.
In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing
paragraphs of Section 5.1 is applicable in accordance with its terms but for any reason is held to be unavailable
or insufficient from the Company or the Underwriters, the Company and the Underwriters will contribute to the total losses, claims,
liabilities, reasonably incurred and documented expenses and damages (including any investigative, legal and other expenses reasonably
incurred and documented in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim
asserted) to which any indemnified party may be subject 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 hand. The relative benefits received by the Company
on the one hand and the Underwriters on the other hand shall be deemed to be in the same proportion as the total net proceeds
from the sale of the Units (before deducting expenses) received by the Company bear to the total compensation received by the
Underwriters (before deducting expenses) from the sale of the Units on behalf of the Company. If, but only if, the allocation
provided by the foregoing sentence is not permitted by applicable law, the allocation of contribution shall be made in such proportion
as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence but also the relative fault
of the Company, on the one hand, and the Underwriters, on the other hand, with respect to the statements or omissions that resulted
in such loss, claim, liability, expense or damage, or action in respect thereof, as well as any other relevant equitable considerations
with respect to such offering. Such relative fault shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information
supplied by the Company or the Underwriters, the intent of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just
and equitable if contributions pursuant to this Section 5.2 were to be determined by pro rata allocation or by
any other method of allocation that does not take into account the equitable considerations referred to herein. The amount paid
or payable by an indemnified party as a result of the loss, claim, liability, expense or damage, or action in respect thereof,
referred to above in this Section 5.2 shall be deemed to include, for the purpose of this Section 5.2,
any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such
action or claim to the extent consistent with Section 5.1.3. Notwithstanding the foregoing provisions of Section
5.1 and this Section 5.2, each Underwriter shall not be required to contribute any amount in excess of the
commissions actually received by it under this Agreement and no person found guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
For purposes of this Section 5.2, any person who controls a party to this Agreement within the meaning of the Act,
any affiliates of the respective Underwriters and any officers, directors, partners, employees or agents of the Underwriters or
their respective affiliates, will have the same rights to contribution as that party, and each director of the Company and each
officer of the Company who signed the Registration Statement will have the same rights to contribution as the Company, subject
in each case to the provisions hereof. Any party entitled to contribution, promptly after receipt of notice of commencement of
any action against such party in respect of which a claim for contribution may be made under this Section 5.2, will
notify any such party or parties from whom contribution may be sought, but the omission to so notify will not relieve that party
or parties from whom contribution may be sought from any other obligation it or they may have under this Section 5.2 except
to the extent that the failure to so notify such other party materially prejudiced the substantive rights or defenses of the party
from whom contribution is sought. Except for a settlement entered into pursuant to the last sentence of Section 5.1.3,
no party will be liable for contribution with respect to any action or claim settled without its written consent if such consent
is required pursuant to Section 5.1.3.
6. Default
by an Underwriter.
6.1. Default
Not Exceeding 10% of Firm Units. If any Underwriter or Underwriters shall default on its or their obligations to purchase
the Firm Units and if the number of the Firm Units with respect to which such default relates does not exceed in the aggregate
10% of the number of Firm Units that all Underwriters have agreed to purchase hereunder, then such Firm Units to which the default
relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.
6.2. Default
Exceeding 10% of Firm Units. In the event that the default addressed in Section 6.1 above relates to more
than 10% of the Firm Units, the Representative may, in its discretion, arrange for it or for another party or parties satisfactory
to the Company to purchase such Firm Units to which such default relates on the terms contained herein. If within one (1) Business
Day after such default relating to more than 10% of the Firm Units the Representative does not arrange for the purchase of such
Firm Units, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party
or parties satisfactory to the Representative to purchase said Firm Units on such terms. In the event that neither the Representative
nor the Company arrange for the purchase of the Firm Units to which a default relates as provided in this Section 6,
this Agreement may be terminated by the Representative or the Company without liability on the part of the Company (except as
provided in Sections 3.10, 5, and 9.3 hereof) or the several Underwriters (except as
provided in Section 5 hereof; provided that nothing herein shall relieve a defaulting Underwriter of its liability, if
any, to the other several Underwriters and to the Company for damages occasioned by its default hereunder.
6.3. Postponement
of Closing Date. In the event that the Firm Units to which the default relates are to be purchased by the non-defaulting Underwriters,
or are to be purchased by another party or parties as aforesaid, the Representative or the Company shall have the right to postpone
the Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days, in order to effect whatever changes
may thereby be made necessary in the Registration Statement and/or the Prospectus, as the case may be, or in any other documents
and arrangements, and the Company agrees to file promptly any amendment to, or to supplement, the Registration Statement and/or
the Prospectus, as the case may be, that in the reasonable opinion of counsel for the Underwriters may thereby be made necessary.
The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 6 with like
effect as if it had originally been a party to this Agreement with respect to such securities.
7. Additional
Covenants.
7.1. Additional
Shares or Options. The Company hereby agrees that, until the consummation of a Business Combination, it shall not issue any
Ordinary Shares or any options or other securities convertible into Ordinary Shares, or any preferred shares or other securities
of the Company that participate in any manner in the Trust Account or that vote as a class with the Ordinary Shares on a Business
Combination.
7.2. Trust
Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing
its due diligence investigation of any prospective Target Business or obtaining the services of any vendor to have such Target
Business and/or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar
document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read
the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without
giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a
portion of 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 Shareholders in the event they elect to redeem Public Shares in connection with the consummation of a Business
Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period
set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination
and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business
Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor
agrees 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 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.
7.3. [Reserved].
7.4. Rule
419. The Company agrees that it will use reasonable best efforts to prevent the Company from becoming subject to Rule 419
under the Act prior to the consummation of any Business Combination, including but not limited to using its commercially reasonable
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.
7.5. Tender
Offer Documents, Proxy Materials and Other Information. The Company shall provide to the Representative or its counsel (if
so instructed by the Representative) with ten (10) copies of all tender offer documents or proxy information and all related material
filed with the Commission in connection with a Business Combination concurrently with such filing with the Commission. Documents
filed with the Commission pursuant to its XXXXX system shall be deemed to have been provided to the Representative pursuant to
this Section. In addition, the Company shall furnish any other state in which its initial public offering was registered, such
information as may be requested by such state.
7.6. Emerging
Growth Company. The Company shall promptly notify the Representative if the Company ceases to be an Emerging Growth Company
at any time prior to the completion of the distribution of the Securities within the meaning of the Act.
7.7. Target
Net Assets. The Company agrees that, so long as the Company is listed on a national securities exchange, the Target Business
that it acquires must have a fair market value equal to at least 80% of the balance in the Trust Account at the time of signing
the definitive agreement for the Business Combination with such Target Business (excluding taxes payable and the Deferred Underwriting
Commissions). 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 independent investment banking firm which is a member of FINRA or a valuation
or appraisal firm with respect to the satisfaction of such criteria. The Company is not required to obtain 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, provided that the Target Business is not affiliated with an Insider.
7.8. Representations
and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties and agreements
contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option
Closing Date, if any, and such representations, warranties and agreements of the Underwriters and the Company, including the indemnity
agreements contained in Section 5 hereof, shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of the Underwriters, the Company or any controlling person, and shall survive termination of
this Agreement or the issuance and delivery of the Public Securities to the Underwriters until the earlier of the expiration of
any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing
Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect.
7.9. Charter
Documents. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or
violation of any of its Charter Documents.
8. Effective
Date of This Agreement and Termination Thereof.
8.1. Effective
Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective
by the Commission.
8.2. Termination.
The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date by notice given to the
Company, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s
opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on
the New York Stock Exchange (“NYSE”), the NYSE American, Nasdaq or quoted on the OTCBB shall have been suspended,
or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed,
or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government
authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in existing
major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal authority, or (v) if a moratorium
on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi)
if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other
calamity (including, without limitation, a calamity relating to a public health matter or natural disaster) or malicious act which,
whether or not such loss shall have been insured, will, in the Representative’s sole opinion, make it inadvisable to proceed
with the delivery of the Units, or (vii) if the Company is in material breach of any of its representations, warranties or covenants
hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in
the conditions of the Company, or such adverse material change in general market conditions, including without limitation, as
a result of terrorist activities or any other calamity (including, without limitation, a calamity relating to a public health
matter or natural disaster) or crisis either within or outside the United States after the date hereof, or an increase in any
of the foregoing, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale
and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.
8.3. Expenses.
In the event that this Agreement shall not be carried out for any reason other than solely because of the termination of this
Agreement pursuant to Section 6 hereof, within the time specified herein or any extensions thereof pursuant to
the terms herein, (i) the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated
herein shall be governed by Section 3.10 hereof and (ii) the Company shall reimburse the Representative for any
costs and expenses incurred in connection with enforcing any provisions of this Agreement.
8.4. Indemnification.
Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement,
and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way
affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.
9. Miscellaneous.
9.1. Notices.
All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed, delivered
by hand or reputable overnight courier or delivered by facsimile or electronic transmission (with printed confirmation of receipt)
and confirmed and shall be deemed given when so delivered or faxed or e-mailed, or, if mailed, two days after such mailing.
If
to the Representative:
Cantor
Xxxxxxxxxx & Co.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: General Counsel
Facsimile:
(000) 000-0000
Email: #Xxxxx-XXX@xxxxxx.xxx
Copy
(which copy shall not constitute notice) to:
Xxxxxxxx
Xxxxxxxx & Schole LLP
0000
Xxxxxx xx xxx Xxxxxxxx
New
York, New York 10105
Attn:
Xxxxxx Xxxxxxxxx, Esq.
Facsimile:
(000) 000-0000
Email:
xxxxxxxxxx@xxxxxx.xxx
If
to the Company:
HCM
II Acquisition Corp.
000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000
Stamford,
CT 06902
Attn:
Xxxxx Xxxxxxxx
Email:
xxxxxxxxx@xxxxxxxxxxxxxx.xxx
Copy
(which copy shall not constitute notice) to:
King
& Spalding LLP
0000
Xxxxxx xx xxx Xxxxxxxx
New
York, New York 10105
Attn:
Xxxxx X. Xxxx, Esq.
Email:
XXxxx@xxxxx.xxx
9.2. Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Agreement.
9.3. Amendment.
This Agreement may only be amended by a written instrument executed by each of the parties hereto.
9.4. Entire
Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with
this Agreement) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and
supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.
9.5. Binding
Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters,
the Company and the controlling persons, directors, agents, partners, members, employees and officers referred to in Section
5 hereof, and their respective successors, legal representatives and assigns, and no other person shall have or be construed
to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provisions
herein contained. The term “successors and assigns” shall not include a purchaser, in its capacity as such, of securities
from the Underwriters.
9.6. Waiver
of Immunity. To the extent that the Company may be entitled in any jurisdiction in which judicial proceedings may at any time
be commenced hereunder, to claim for itself or its revenues or assets any immunity, including sovereign immunity, from suit, jurisdiction,
attachment in aid of execution of a judgment or prior to a judgment, execution of a judgment or any other legal process with respect
to its obligations hereunder and to the extent that in any such jurisdiction there may be attributed to the Company such an immunity
(whether or not claimed), the Company hereby irrevocably agrees not to claim and irrevocably waives such immunity to the maximum
extent permitted by law.
9.7. Submission
to Jurisdiction. Each of the Company and the Representative irrevocably submit to the exclusive jurisdiction of any New York
State or United States Federal court sitting in The City of New York, Borough of Manhattan, over any suit, action or proceeding
arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or
the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted
by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought
in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient
forum. Any such process or summons to be served upon the Company or the Representative may be served by transmitting a copy thereof
by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.1 hereof.
Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action,
proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements
of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement
may be instituted by the parties in any competent court. The Company agrees that the Underwriters shall be entitled to recover
all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection
with the preparation therefor if any of them are the prevailing party in such action or proceeding. EACH PARTY HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
9.8. Governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York,
without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
9.9. Execution
in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto. Delivery of a signed counterpart of this Agreement by facsimile, electronic mail (including
pdf or any electronic signature complying with U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable
law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and
valid and effective for all purposes.
9.10. Waiver.
The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or
construed to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof
or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach,
non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written
instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such
breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance
or non-fulfillment.
9.11. No
Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Units pursuant to this Agreement
is an arm’s-length commercial transaction pursuant to a contractual relationship between the Company and the Underwriters,
(ii) in connection therewith and with the process leading to such transaction, each Underwriter is acting solely as a principal
and not the agent or fiduciary of the Company, (iii) the Underwriters have not assumed an advisory or fiduciary responsibility
in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether
the Underwriters have advised or are currently advising the Company on other matters) or any other obligation to the Company except
the obligations expressly set forth in this Agreement, (iv) in no event do the parties intend that the Underwriters act or be
responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any
activity that the Underwriters may undertake or have undertaken in furtherance of the Offering of the Company’s securities,
either before or after the date hereof and (v) the Company has consulted its own legal and financial advisors to the extent it
deemed appropriate. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in
connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company
hereby confirms its understanding and agreement to that effect. The Company agrees that it will not claim that the Underwriters
have rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to the Company, in connection with
such transaction or the process leading thereto. The Company and the Underwriters agree that they are each responsible for making
their own independent judgment with respect to any such transactions, and that any opinions or views expressed by the Underwriters
to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market
for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and
releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to
any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated
by this Agreement or any matters leading up to such transactions.
[Remainder
of page intentionally left blank]
If
the foregoing correctly sets forth the understanding between the Representative and the Company, please so indicate in the space
provided below for that purpose, whereupon this letter shall constitute a binding agreement between us.
Accepted
on the date first
above
written.
XXXXXX
XXXXXXXXXX & CO., as
Representative
of the several underwriters
|
|
By: |
|
|
Name: |
|
|
Title: |
|
|
SCHEDULE
A
HCM
II ACQUISITION CORP.
20,000,000
Units
Underwriters |
|
Number of Firm Units to be
Purchased |
|
Cantor Xxxxxxxxxx & Co. |
|
|
|
Total |
|
20,000,000 |
|
SCHEDULE
B
[
]