Exhibit 1.1
5,000,000 Units
Xxxxxxx Acquisition Corp.
UNDERWRITING AGREEMENT
New York, New York
____________, 2018
MAXIM GROUP LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
As Representative of the Underwriters
named on Schedule A hereto
Ladies and Gentlemen:
The undersigned, Xxxxxxx
Acquisition Corp., a British Virgin Islands company (“Company”), hereby confirms its agreement with Maxim Group
LLC (hereinafter referred to as “you”, “ Maxim”, or as the “Representative”)
and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative
and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an
“Underwriter”), 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 herein contained, but subject to the terms and conditions
herein set forth, the Company agrees to issue and sell, severally and not jointly, to the several Underwriters, an aggregate of
5,000,000 units (the “Firm Units”) of the Company at a purchase price (net of discounts and commissions, including
the Deferred Underwriting Commission described in Section 1.3 below) of $9.425 per Firm Unit. The Underwriters, severally and not
jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A
attached hereto and made a part hereof at a purchase price (net of discounts and commissions, including the Deferred Underwriting
Commission described in Section 1.3 below) of $9.425 per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined),
if any) 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 ordinary share, no par value of the Company (the “Common Stock”), and one
redeemable warrant to purchase one share of Common Stock (the “Warrant(s)”). The shares of Common Stock and
the Warrants included in the Firm Units will not be separately transferable until the earlier of the 52nd day after
the Effective Date (as defined below) or the announcement by the Company of the Representative’s decision to allow earlier
trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission
(as defined below) containing an audited balanced sheet reflecting our receipt of the gross proceeds of the Offering and issuing
a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i)
the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and
the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which
includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant
entitles the holder to purchase one share of Common Stock for $11.50 per share during the period commencing on the later of (a)
30 days after the closing of a Business Combination (as defined below), or (b) twelve months from the Registration Statement (as
defined below) (the “Effective Date”), and terminating on the five (5) year anniversary of the closing of a
Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction
and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging
in any other similar business combination with, one or more one or more operating businesses by the Company. The Company has the
right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice
at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common
Stock has been at least $21.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the
third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day”
shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.
1.1.2. Payment
and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business
Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if
the Registration Statement is declared effective at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the
Representative and the Company at the offices of Maxim or at such other place as shall be agreed upon by the Representative and
the Company. The closing of the public offering contemplated by this Agreement is referred to herein as the
“Closing”
and the hour and date of delivery and payment for the Firm Units is referred to herein as the “
Closing Date.”
Payment for the Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal
(same day) funds or by certified or bank cashier’s check(s) in
New York Clearing House funds. $51,000,000 ($58,650,000 if
the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.20 per unit, of the proceeds received by the
Company for the Firm Units and from the Private Placement (as defined in Section 1.4) shall be deposited in the trust account established
by the Company with Continental Stock Transfer & Trust Company (“
CST”) for the benefit of the public shareholders
as described in the Registration Statement (the “
Trust Account”) pursuant to the terms of an Investment Management
Trust Agreement (the “
Trust Agreement”). The Underwriters shall place an aggregate of $1,750,000 ($2,012,500
if the Over-allotment Option is exercised in full), or $0.35 per Firm Unit, payable to Maxim as a Deferred Underwriting Commission
in accordance with Section 1.3 hereof, in the Trust Account. The proceeds (less commissions, expense allowance and actual expense
payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative
of certificates (in form and substance satisfactory to the Underwriters) 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) Business
Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at
least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units
except upon tender of payment by the Representative for all the Firm Units.
1.2. Over-Allotment
Option.
1.2.1. Option
Units. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Units, the
Underwriters are hereby granted, severally and not jointly, an option to purchase up to an additional 750,000 units from the Company
(the “Over-allotment Option”). Such additional 750,000 units shall be identical in all respects to the Firm
Units and are hereinafter referred to as “Option Units.” The Firm Units and the Option Units are hereinafter
collectively referred to as the “Units,” and the Units, the shares of Common Stock and the Warrants included
in the Units and the shares of Common Stock issuable upon exercise of the Warrants are hereinafter referred to collectively as
the “Public Securities.” The purchase price to be paid for the Option Units (net of discounts and commissions)
will be $9.425 per Option Unit. The Option Units are to be offered initially to the public at the offering price of $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. 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 by the giving of oral notice to the Company from the Representative,
which must be confirmed in writing by overnight mail or facsimile or e-mail transmission setting forth the number of Option Units
to be purchased and the date and time for delivery of and payment for the Option Units, which will not be later than five (5) Business
Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices
of the Representative or at such other place or in such other manner 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 date and time of the closing for such
Option Units will be as set forth in the notice (hereinafter the “Option Closing Date”). 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 at the Representative’s election
by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds,
by deposit of the sum of $9.425 per Option Unit in the Trust Account pursuant to the Trust Agreement upon delivery to the Representative
of certificates (in form and substance satisfactory to the Underwriters) representing the Option Units (or through the facilities
of DTC) for the account of the Underwriters. The Underwriters shall place an aggregate of $0.35 per Option Unit (up to $262,500),
payable to Maxim, as Deferred Underwriting Commission, in accordance with Section 1.3 hereof, in the Trust Account. The certificates
representing the Option Units to be delivered will be in such denominations and registered in such names as the Representative
requests not less than two (2) 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 or Option Closing Date.
1.3. Deferred
Underwriting Commission. The Underwriters agree that 3.5% of the gross proceeds from the sale of the Firm Units ($1,750,000)
and 3.5% of the gross proceeds from the sale of the Option Units (up to $262,500) (the “Deferred Underwriting Commission”)
will be deposited in and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to Maxim
for its own account upon consummation of the Business Combination. 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 Underwriter agrees that: (i) the Underwriters hereby forfeit any rights
or claims to the Deferred Underwriting Commission; 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.
1.4. Private
Placement to the Officers and Directors and Designees.
1.4.1. Placement
Units. Immediately prior to the Closing, the Company’s sponsor (as described in the Registration Statement) (the “Sponsor”)
and Maxim, shall purchase from the Company pursuant to the Unit Purchase Agreements (as defined in Section 2.25 hereof) an aggregate
of 302,500 units (or 334,375 units if the Over-allotment Option is exercised in full prior to the Closing) (the “Placement
Units”), each Placement Unit consisting of a share of Common Stock and a warrant (the “Placement Warrants”),
at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement
Units and the securities underlying the Placement Units are hereinafter referred to collectively as the “Placement Securities.”
Each Placement Unit shall be identical to the Units sold in the Offering except that the Placement Warrants shall be non-redeemable
by the Company so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their
permitted transferees (as described in the Insider Letter (as defined in Section 2.25 hereof) and the Warrant Agreement
(as defined in Section 2.24 hereof)). There will be no placement agent in the Private Placement and no party shall be entitled
to a placement fee or expense allowance from the sale of the Placement Securities.
1.4.2. Additional
Placement Units. Simultaneously with the Closing of the Over-allotment Option, the Sponsor and Maxim shall purchase from the
Company pursuant to the Unit Purchase Agreements an additional number of Placement Units (up to a maximum of 31,875 Placement Units
in the aggregate), pro rata with the percentage of the Over-allotment Option exercised by the Representative, so that at
least $10.20 per Unit sold to the public in the Offering is held in trust regardless of whether the over-allotment option is exercised
in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit
in a private placement (the “Additional Private Placement”). There will be no placement agent in the Additional
Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities.
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 Securities and Exchange Commission (the “Commission”) a registration
statement and an amendment or amendments thereto, on Form S-1 (File No. 333-226263), including any related preliminary prospectus
(the “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 Securities Act
of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared
by the Company in conformity in all material respects 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 in all material respects. 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 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. 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 the Securities (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 heretofore been filed with
the Commission. All of the Public Securities have been registered under the Act pursuant to the Registration Statement or, if any
Rule 462(b) Registration Statement is filed, will be duly registered 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 has determined that at the Time of Sale the Prospectus included an untrue
statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and have agreed to provide an opportunity to purchasers of the Units
to terminate their old purchase contracts and enter into new purchase contracts, the 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 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 Common Stock and
the Warrants. The registration of the Units, Common Stock and Warrants under the Exchange Act will be declared effective by the
Commission on or prior to the Effective Date.
2.2. No
Stop Orders, Etc. Neither the Commission nor, to the best of the Company’s knowledge, any state regulatory authority
has issued any order or threatened to issue any order preventing or suspending the use of any Preliminary Prospectus or has instituted
or, to the best of the Company’s knowledge, threatened to institute any proceedings with respect to such an order.
2.3. Disclosures
in Registration Statement.
2.3.1. 10b-5
Representation. At the time the Registration Statement became effective, upon the filing or first use (within the meaning of
the Regulations) of the Prospectus and at the Closing Date and the Option Closing Date, if any, the Registration Statement and
the Prospectus contained or 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. Neither
the Registration Statement nor any Preliminary Prospectus or the Prospectus, nor any amendment or supplement thereto, on their
respective dates, did or will 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 case of the Preliminary Prospectus and the Prospectus, in light
of the circumstances under which they were made), not misleading. When any Preliminary Prospectus was first filed with the Commission
(whether filed as part of the Registration Statement for the registration of the Securities or any amendment thereto or pursuant
to Rule 424(a) of the Regulations) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement
thereto was first filed with the Commission or first used (within the meaning of the Regulations), such Preliminary Prospectus
and any amendments thereof and supplements thereto complied or will have been corrected in 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 light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section
2.3.1 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 Representative expressly for use in the Registration Statement or Prospectus
or any amendment thereof or supplement thereto. It is understood the following identified statements set forth in the Prospectus
under the heading “Underwriting” constitute, for the purposes of this Agreement, information furnished by the Representative
with respect to the Underwriters: (i) the table of underwriters in the first paragraph of “Underwriting”, (ii) the
first paragraph of the Underwriting subsection “Underwriting Discount,” and (iii) the underwriting section “Price
Stabilization, Short Positions.”
2.3.2. Disclosure
of Agreements. The agreements and documents described in the Registration Statement, the Preliminary Prospectus and the Prospectus
conform to the descriptions thereof contained therein and there are no agreements or other documents required to be described in
the Registration Statement, the 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, Preliminary Prospectus or the Prospectus or attached as an exhibit thereto, or (ii)
is material to the Company’s business, has been duly and validly executed by the Company, is in full force and effect in
all material respects and is enforceable against the Company and, to the Company’s knowledge, 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 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 none of such agreements or instruments has been assigned by the Company, and
neither the Company nor, to the Company’s knowledge, any other party is in breach or default thereunder and, to the Company’s
knowledge, 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, performance by the Company of the material provisions of such agreements or instruments
will not result in a material 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.
2.3.3. 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.
2.3.4. Regulations.
The disclosures in the Registration Statement, the Preliminary Prospectus and the Prospectus concerning the effects of federal,
state and local regulation on the Company’s business as currently contemplated fairly summarize, to the best of the Company’s
knowledge, such effects and do not omit to state a material fact necessary to make the statements therein, in light of the circumstances
in which they were made, not misleading.
2.4. Changes
After Dates in Registration Statement.
2.4.1. No
Material Adverse Change. Except as contemplated in the Prospectus, since the respective dates as of which information is given
in the Registration Statement, any Preliminary Prospectus and/or the Prospectus (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
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 Company’s board of
directors or management to act in their capacities with the Company as described in the Registration Statement and the Prospectus.
2.4.2. Recent
Securities Transactions, Etc. Except as contemplated in the Prospectus, subsequent to the respective dates as of which information
is given in the Registration Statement 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 capital stock.
2.5. Independent
Accountants. To the best of the Company’s knowledge, Xxxxxx LLP (“Xxxxxx”), whose report is filed
with the Commission as part of the Registration Statement and included in the Registration Statement, the Preliminary Prospectus
and the Prospectus, are independent accountants as required by the Act and the Regulations and the Public Company Accounting Oversight
Board (including the rules and regulations promulgated by such entity, the “PCAOB”). To the best of the Company’s
knowledge, Xxxxxx is duly registered and in good standing with the PCAOB. Xxxxxx has not, during the periods covered by the financial
statements included in the Registration Statement and the Prospectus, provided to the Company any non-audit services, as such term
is used in Section 10A(g) of the Exchange Act.
2.6. Financial
Statements; Statistical Data.
2.6.1. Financial
Statements. The financial statements, including the notes thereto and supporting schedules, included in the Registration Statement,
the Preliminary Prospectus and the Prospectus fairly present the financial position and the results of operations of the Company
at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with generally
accepted accounting principles, consistently applied throughout the periods involved; and the supporting schedules included in
the Registration Statement present fairly the information required to be stated therein. To the best of the Company’s knowledge,
no other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration
Statement, the Preliminary Prospectus or the Prospectus. The Registration Statement, the 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. To the best of the Company’s knowledge, there are no pro forma or as adjusted
financial statements which are required to be included in the Registration Statement and the Prospectus in accordance with Regulation
S-X which have not been included as so required.
2.6.2. Statistical
Data. The statistical, industry-related and market-related data included in the Registration Statement, the Preliminary Prospectus
and the Prospectus are based on or derived from sources which the Company reasonably and in good faith believes are reliable and
accurate, and such data agree with the sources from which they are derived.
2.7. Authorized
Capital; Options, Etc. The Company had at the date or dates indicated in the Registration Statement, the Preliminary Prospectus
and the Prospectus, as the case may be, duly authorized, issued and outstanding capitalization as set forth in the Registration
Statement, the Preliminary Prospectus and the Prospectus. Based on the assumptions stated in the Registration Statement, the Preliminary
Prospectus and the Prospectus, the Company will have on the Closing Date the adjusted stock capitalization set forth therein. Except
as set forth in, or contemplated by, the Registration Statement, the Preliminary Prospectus and the Prospectus, on the Effective
Date and on the Closing Date and the Option Closing Date, if any, there will be no options, warrants, or other rights to purchase
or otherwise acquire any authorized, but unissued shares of Common Stock of the Company or any security convertible into shares
of Common Stock of the Company, or any contracts or commitments to issue or sell shares of Common Stock or any such options, warrants,
rights or convertible securities.
2.8. Valid
Issuance of Securities, Etc.
2.8.1. Outstanding
Securities. All issued and outstanding securities of the Company (including, without limitation, the Placement Securities)
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 were
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 Public Securities conform in all material respects to all statements relating thereto contained in the Registration
Statement, the Preliminary Prospectus and the Prospectus. Subject to the disclosure contained in the Registration Statement, the
Preliminary Prospectus and the Prospectus with respect to the Placement Securities, the offers and sales of the outstanding shares
of Common Stock were at all relevant times either registered under the Act and the applicable Blue Sky laws or, based in part on
the representations and warranties of the purchasers of such shares of Common Stock, exempt from such registration requirements.
2.8.2. Securities
Sold. The Securities have been duly authorized and reserved for issuance and when issued and paid for, will be validly issued,
fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such
holders; the 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 actions required to be taken for the authorization, issuance
and sale of the Securities have been duly and validly taken. The Securities conform in all material respects to all statements
with respect thereto contained in the Registration Statement, the Preliminary Prospectus and the Prospectus, as the case may be.
When issued, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof
and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in
accordance with the terms thereof and such 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 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 shares of
Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and, when
issued in accordance with the terms of such securities, will be duly and validly authorized, validly issued, fully paid and non-assessable;
the holders thereof are not and will not be subject to personal liability by reason of being such holders.
2.8.3. Placement
Securities. The securities issuable upon conversion or exercise of the Placement Securities have been reserved for issuance
upon conversion or exercise of the Placement Securities and, when issued in accordance with the terms of the Placement Securities,
will be duly and validly authorized, validly issued, 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 Placement Warrants constitute valid and binding obligations
of the Company to issue and sell, upon payment therefor, 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 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.
2.8.4. No
Integration. Subject to the disclosure contained in the Registration Statement, the Preliminary Prospectus and/or the Prospectus
with respect to the Placement Securities, 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 “integrated” pursuant to the Act or the Regulations with the
offer and sale of the Public Securities pursuant to the Registration Statement.
2.9. Registration
Rights of Third Parties. Except as set forth in the Registration Statement, the Preliminary Prospectus or 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.
2.10. Validity
and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.25 hereof), the Trust Agreement,
the Registration Rights Agreement (as defined in Section 2.25 hereof) and the Unit Purchase Agreements have been duly and
validly authorized by the Company and constitute 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) as enforceability of any indemnification or contribution provision
may be limited under the 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.
2.11. No
Conflicts, Etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Trust
Agreement, the Registration Rights Agreement and the Unit Purchase Agreements, 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 material breach of, or conflict with any of the terms
and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of
any material lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument
to which the Company is a party; (ii) result in any violation of the provisions of the Amended and Restated Memorandum and Articles
of Association of the Company; or (iii) violate 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 properties or business.
2.12. No
Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of
any material 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 material 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 breach
of any material 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, except for such violations
which would not reasonably be expected to have a material adverse effect on the Company. The Company is not in violation of any
term or provision of its Amended and Restated Memorandum and Articles of Association.
2.13. Corporate
Power; Licenses; Consents.
2.13.1. 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 for the purposes described in the Registration Statement, the Preliminary Prospectus and the
Prospectus. To the Company’s knowledge, the disclosures in the Registration Statement and the Prospectus concerning the effects
of 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 (with respect to the Prospectus, in 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 and in
furtherance of the Offering.
2.13.2. Transactions
Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions
and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained.
No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid
issuance, sale and delivery, of the Securities and the consummation of the transactions and agreements contemplated by this Agreement,
the Warrant Agreement, the Trust Agreement, the Registration Rights Agreement and the Unit Purchase Agreements and as contemplated
by the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations promulgated
by the Financial Industry Regulatory Authority (the “FINRA”).
2.14. D&O
Questionnaires. To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”)
completed by each of the Company’s shareholders immediately prior to the Offering (the “Initial Shareholders”)
and each of the Company’s officers and directors and included by the Company in the Registration Statement 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 Initial Shareholder, officer or director, to become inaccurate and incorrect.
2.15. Litigation;
Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental
proceeding pending or, to the best of the Company’s knowledge, threatened against, or involving the Company or its officers
or directors or, to the best of the Company’s knowledge, any Initial Shareholder which is required to be disclosed and has
not been disclosed in the Registration Statement, the Questionnaires, the Preliminary Prospectus and the Prospectus.
2.16. Good
Standing. The Company has been duly organized, is validly existing and is in good standing under the laws of its country of
organization and 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 Company.
2.17. No
Contemplation of a Business Combination. Prior to the date hereof, neither the Company, its officers and directors nor the
Initial Shareholders had, and as of the Closing, the Company and such officers and directors and Initial Shareholders will not
have had: (i) any specific Business Combination under consideration or contemplation; or (ii) any substantive interactions or discussions
with any target business regarding a possible Business Combination.
2.18. Transactions
Affecting Disclosure to FINRA.
2.18.1. Except
as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, agreements or understandings
relating to the payment of a finder’s, consulting or origination fee by the Company or its officers or directors or any Initial
Shareholder with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the
Company or its officers or directors or, to the Company’s knowledge, any Initial Shareholder that may affect the Underwriters’
compensation, as determined by FINRA.
2.18.2. 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 any FINRA member; or (iii) to any person or entity that has any
direct or indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the Effective Date,
other than payments to the Representative.
2.18.3. No
officer, director, or beneficial owner of any class of the Company’s securities (whether debt or equity, registered or unregistered,
regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”)
is a member, a person associated, or affiliated with a member of FINRA.
2.18.4. No
Company Affiliate is an owner of stock or other securities of any member of FINRA (other than securities purchased in the open
market).
2.18.5. No
Company Affiliate has made a subordinated loan to any member of FINRA.
2.18.6. No
proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Securities will be paid
to any FINRA member, or any persons associated or affiliated with a member of FINRA, except as specifically authorized herein.
2.18.7. Except
with respect to the Representative, the Company has not issued any warrants or other securities, or granted any options, directly
or indirectly to anyone who is a potential underwriter in the Offering or a related person (as defined by FINRA rules) of such
an underwriter within the 180-day period prior to the initial filing date of the Registration Statement.
2.18.8. 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 member of FINRA.
2.18.9. No
FINRA member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a “conflict
of interest” exists when a member of FINRA and its associated persons, parent or affiliates in the aggregate beneficially
own 10% or more of the Company’s outstanding subordinated debt or common equity, or 10% or more of the Company’s preferred
equity. “Members participating in the Offering” include managing agents, syndicate group members and all dealers which
are members of FINRA.
2.18.10. Except
with respect to the Representative 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, which arrangement or agreement provides for the receipt of any item of value
and/or the transfer of any warrants, options, or other securities from the Company to a FINRA member, any person associated with
a member (as defined by FINRA rules), any potential underwriters in the Offering and any related persons.
2.19. Taxes.
2.19.1. There
are no transfer taxes or other similar fees or charges under British Virgin Islands law, U.S. federal law or the laws of any U.S.
state or any political subdivision thereof, 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.
2.19.2. The
Company has filed all non-U.S. and U.S. federal, state and local tax returns that are required to be a filed or has requested extensions
thereof, except in any case in which the failure to so file would not have a Material Adverse Effect, and has paid all taxes required
to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing in due and
payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not have a
Material Adverse Effect.
2.19.3. Assuming
the Company satisfies the “start up exception” (as described in the Registration Statement) to the “passive foreign
investment company” (“PFIC”) provisions of the Internal Revenue Code of 1986, as amended, and subject to the
discussion of PFICs and other Federal income tax issues set forth in the Registration Statement under the heading “TAXATION
-- United States Federal Income Taxation”, the Company will not be a PFIC for Federal income tax purposes for its initial
taxable year ending December 31, 2019.
2.20. Foreign
Corrupt Practices Act. Neither the Company or its officers or directors nor, to the Company’s knowledge, any of its Initial
Shareholders 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 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 on the assets, business or operations of the Company as reflected in any of the financial statements contained in the Registration
Statement, the Preliminary Prospectus and/or the Prospectus; or (iii) if not continued in the future, might adversely affect the
assets, business, operations or prospects of the Company. The Company’s internal accounting controls and procedures are sufficient
to cause the Company to comply with the Foreign Corrupt Practices Act of 1977, as amended.
2.21. Currency
and Foreign Transactions Reporting Act. The operations of the Company are and have been conducted at all times in material
compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transaction Reporting
Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and
any related or similar rules, regulations or guidelines, issued, administered or enforced by any 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 best
knowledge of the Company, threatened.
2.22. Bank
Secrecy Act; Patriot Act. Neither the Company nor any of its officers or directors nor, to the Company’s knowledge, any
Initial Shareholder has violated: (i) the Bank Secrecy Act, as amended; (ii) the Money Laundering Laws; or (iii) the Uniting and
Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001,
and/or the rules and regulations promulgated under any such law, or any successor law.
2.23. Officers’
Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to the Representative or to
the Representative’s counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the matters
covered thereby.
2.24. Warrant
Agreement. The Company has entered into a warrant agreement with respect to the Warrants and the Placement Warrants with CST
substantially in the form filed as an exhibit to the Registration Statement (the “Warrant Agreement”).
2.25. Agreements
With Officers, Directors and Initial Shareholders.
2.25.1. Insider
Letter. The Company has caused to be duly executed legally binding and enforceable agreements (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, contribution or non-compete provision may be limited under the 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) annexed as exhibits to the Registration
Statement (the “Insider Letter”), pursuant to which each of the officers, directors and Initial Shareholders
of the Company agree to certain matters.
2.25.2. Unit
Purchase Agreements. The Sponsor and Maxim have executed and delivered agreements, annexed as an exhibits to the Registration
Statement (the “Unit Purchase Agreements”), pursuant to which such persons, among other things, have purchased
an aggregate of up to 334,375 Placement Units in the Private Placement. Pursuant to the Unit Purchase Agreements, all of the proceeds
from the sale of the Placement Units will be deposited by the Company in the Trust Account in accordance with the terms of the
Trust Agreement prior to the Closing.
2.25.3. Registration
Rights Agreement. The Company, the Sponsor and Maxim have entered into a registration rights agreement (the “Registration
Rights Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, whereby the parties
will be entitled to certain registration rights with respect to their securities, as set forth in such Registration Rights Agreement
and described more fully in the Registration Statement.
2.26. 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 filed as an exhibit to the Registration Statement.
2.27. Covenants
Not to Compete. No officer, director or Initial Shareholder of the Company is subject to any non-competition agreement or non-solicitation
agreement with any employer or prior employer which could materially affect his or her ability to be an Initial Shareholder, employee,
officer or director of the Company.
2.28. Investments.
No more than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940, as amended (the
“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).
2.29. Subsidiaries.
The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other
business entity.
2.30. Related
Party Transactions. No relationship, direct or indirect, exists between or among any of the Company or any Company Affiliate,
on the one hand, and any director, officer, shareholder, customer or supplier of the Company or any Company Affiliate, on the other
hand, which is required by the Act, the Exchange Act or the Regulations to be described in the Registration Statement, the Preliminary
Prospectus and/or the Prospectus which is not so described and 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 Preliminary Prospectus and/or 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.
2.31. 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: (i) a customer or supplier of the Company or any Company Affiliate to alter the customer’s
or supplier’s level or type of business with the Company or such affiliate; or (ii) a journalist or publication to write
or publish favorable information about the Company or any such affiliate.
2.32. Trading
of the Public Securities on the Nasdaq Capital Market. As of the Effective Date and the Closing Date, the Public Securities
will have been authorized for listing on the Nasdaq Capital Market and no proceedings have been instituted or threatened which
would effect, and no event or circumstance has occurred as of the Effective Date which is reasonably likely to effect, the listing
of the Public Securities on the Nasdaq Capital Market.
2.33. 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 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.
2.34. Disclosure
Controls and Procedures. The Company maintains effective “disclosure controls and procedures” (as defined under
Rule 13a-15(e) under the Exchange Act), to the extent required by such rule.
2.35. Definition
of “Knowledge”. As used in herein, the term “knowledge of the Company” (or similar language)
shall mean the knowledge of the officers and directors of the Company who are named in the Prospectus, with the assumption that
such officers and directors shall have made reasonable and diligent inquiry of the matters presented.
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 or Prospectus proposed to be filed after the Effective Date and will not file any such amendment or
supplement to which the Representative shall reasonably object 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 all 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 Public Securities
in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Public 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 light of
the circumstances under which they were made, not misleading, or if it is necessary during such period to amend the Registration
Statement or 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 to the Registration Statement or
amendment or supplement to the Prospectus (at the expense of the Company) so as to correct such statement or omission or effect
such compliance.
3.2.2. Filing
of Final Prospectus. The Company will file the Prospectus (in form and substance satisfactory to the Representative) with the
Commission pursuant to the requirements of Rule 424 of the Regulations.
3.2.3. Exchange
Act Registration. 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, the Company will use its best efforts to maintain the registration of the Units, Common Stock and
Warrants under the provisions of the Exchange Act. The Company will not deregister the Units prior to the Business Combination
under the Exchange Act without the prior written consent of the Representative.
3.2.4. Free
Writing Prospectuses. The Company 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.
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 the Xxxxxxxx-Xxxxx Act of 2002, as amended, 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. Blue
Sky Filing. Unless the Public Securities are listed on the Nasdaq Capital Market or another national securities exchange, the
Company at its expense will endeavor in good faith, in cooperation with the Representative, at or prior to the time the Registration
Statement becomes effective, to qualify the Public Securities for offering and sale under the securities laws of such jurisdictions
as the Representative may reasonably designate, provided that no such qualification shall be required in any jurisdiction where,
as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business
in such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative
agrees that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements
or reports at such times as are or may be required by the laws of such jurisdiction.
3.4. Delivery
to Underwriters of Prospectuses. The Company will deliver to each of the several Underwriters, without charge, 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 Preliminary Prospectus and Prospectus and all amendments and supplements to such documents as such Underwriters may reasonably
request and, as soon as the Registration Statement or any amendment or supplement thereto becomes effective, deliver to the Representative
two original 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 original executed consents of certified experts.
3.5. Effectiveness
and Events Requiring Notice to the Representative. The Company will use its all reaosnable to cause the Registration Statement
to remain effective and 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 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 during the period described in Section 3.4 hereof that, in the judgment of the Company, makes any statement of a material
fact made in the Registration Statement, the Preliminary Prospectus and/or the Prospectus untrue or that requires the making of
any changes in the Registration Statement, the Preliminary Prospectus and/or the Prospectus in order to make the statements therein
(with respect to the Prospectus in light of the circumstances under which they were made), not misleading. If the Commission or
any 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. Review
of Financial Statements. Until the earlier of five (5) years from the Effective Date, or until such earlier date upon which
the Company is required to be liquidated, the Company, at its expense, shall cause its regularly engaged independent certified
public accountants to review (but not audit) the Company’s financial statements for each of the first three fiscal quarters
prior to the announcement or filing of quarterly financial information, if any.
3.7. Affiliated
Transactions.
3.7.1. Business
Combinations. The Company will not consummate a Business Combination with any entity which is affiliated with any of its officers,
directors or Initial Shareholders unless the Company obtains an opinion from an independent investment banking firm regulated by
FINRA stating the Business Combination is fair to the Company’s shareholders from a financial perspective.
3.7.2. Compensation.
Except as set forth in this Section 3.7.2, the Company shall not pay any of its officers, directors or Initial Shareholders or
any of their affiliates any fees or compensation from the Company, for services rendered to the Company prior to, or in connection
with, this Offering or the consummation of a Business Combination; provided that (i) the officers, directors and the Initial
Shareholder shall be entitled to reimbursement from the Company for their out-of-pocket expenses incurred on the Company’s
behalf, which includes an aggregate of $________ in loans which were made to the Company prior to the effective date of the Registration
Statement and expenses incurred by them in connection with seeking and consummating a Business Combination as described in the
Registration Statement.
3.8. Secondary
Market Trading. In the event the Public Securities are not listed on the Nasdaq Capital Market or such other national securities
exchange, the Company will apply to be included in Mergent, Inc. Manual for a period of five (5) years from the consummation of
a Business Combination. Promptly after the consummation of the Offering, the Company shall take such commercially reasonable steps
as may be necessary to obtain a secondary market trading exemption for the Company’s securities in the State of California.
The Company shall also take such other action as may be reasonably requested by the Representative to obtain a secondary market
trading exemption in such other states as may be requested by the Representative; provided that no qualification shall be
required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation
as a foreign entity doing business in such jurisdiction.
3.9. Financial
Public Relations Firm. Promptly after the execution of a definitive agreement for a Business Combination, the Company shall
retain a financial public relations firm reasonably acceptable to the Representative for a term to be agreed upon by the Company
and the Representative.
3.10. Reports
to the Representative.
3.10.1. Periodic
Reports, Etc. For a period of five (5) years from the Effective Date or until such earlier time upon which the Company is dissolved,
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 Representative: (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 which was released by the Company;
(iii) a copy of each Form 8-K or Schedules 13D, 13G, 14D-1 or 13E-4 received or prepared by the Company; (iv) five copies of each
Registration Statement; 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 that 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 with
the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”) shall be deemed
to have been delivered to the Representative pursuant to this section.
3.10.2. Transfer
Sheets. For a period of five (5) years following the Effective Date or until such earlier time upon which the Company is dissolved,
the Company shall retain a transfer and warrant agent acceptable to the Representative (the “Transfer Agent”).
In the event the Public Securities are not listed on the Nasdaq Capital Market or such other national securities exchange, the
Company will furnish to the Underwriters at the Company’s sole cost and expense such transfer sheets of the Company’s
securities as the Representative may request, including the daily and monthly consolidated transfer sheets of the Transfer Agent
and DTC. CST is an acceptable Transfer Agent to the Representative.
3.10.3. Trading
Reports. If the Public Securities are quoted on the OTC Bulletin Board (or any successor trading market) or a market operated
by the OTC Market Group Inc. (or similar publisher of quotations), then during such time the Company shall provide to the Representative,
at its expense, such reports published by the OTC Bulletin Board or the OTC Market Group Inc. relating to price trading of the
Public Securities, as the Representative shall reasonably request. In addition to the requirements of the preceding sentence, if
the securities are not listed on a national securities exchange, for a period of two (2) years from the Closing Date, the Company,
at its expense, shall provide Maxim a subscription to the Company’s weekly Depository Transfer Company Security Position
Reports.
3.11. Disqualification
of Form S-1. For a period of seven (7) years from the date hereof, the Company will not take any action or actions which may
prevent or disqualify the Company’s use of Form S-1 (or other appropriate form) for the registration of the Common Stock
underlying the Warrants under the Act.
3.12. Payment
of Expenses.
3.12.1. General
Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date,
if any, to the extent not paid at Closing Date, all expenses incident to the performance of the obligations of the Company under
this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage
with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus 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; (ii) the printing, engraving, issuance
and delivery of the Units, Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon;
(iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under
state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,”
and all amendments and supplements thereto, fees and disbursements for counsel of Maxim’s choice retained for such purpose;
(iv) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees); (v) fees and
disbursements of the transfer and warrant agent; (vi) the Company’s expenses associated with “due diligence”
meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person);
and (vii) all costs and expenses associated with “road show” marketing and “due diligence” trips for the
Company’s management to meet with prospective investors, including without limitation, all travel, food and lodging expenses
associated with such trips. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing
Date, or the Option Closing Date, if any, the expenses set forth above to be paid by the Company to the Representative and others,
as agreed to by the Company in writing.
3.12.2. Fee
on Termination of Offering. Notwithstanding anything contained herein to the contrary, upon termination of the Offering the
Company shall: (A) reimburse the Representative for, or otherwise pay and bear, the expenses and fees to be paid and borne by the
Company as provided for in Paragraph 3.12.1 above, as applicable, and (B) reimburse the Representative for the full amount of their
accountable out-of-pocket expenses actually incurred to such date (which shall include, but shall not be limited to, all fees and
disbursements of the Representative’s counsel, travel, lodging and other “road show” expenses, mailing, printing
and reproduction expenses, and any expenses incurred by the Representative in conducting their due diligence), up to an aggregate
amount of $100,000, less the amounts previously paid and any amounts previously paid to the Representative in reimbursement for
such expenses.
3.13. Application
of Net Proceeds. The Company will apply the net proceeds from the Offering received by it in a manner consistent with the application
described under the caption “Use of Proceeds” in the Prospectus.
3.14. Delivery
of Earnings Statements to Security Holders. The Company will make generally available to its security holders as soon as practicable,
but not later than the first day of the fifteenth (15th) full calendar month following the Effective Date, an earnings statement
(which need not be certified by independent public or independent certified public accountants 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 (12) consecutive months beginning after the Effective Date.
3.15. Notice
to FINRA.
3.15.1. Business
Combination. In the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the
Company in its search for a merger candidate or to provide any other merger and acquisition services, the Company will provide
the following to FINRA and 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 an “underwriter and related person” as such term is defined
in Rule 5110 of FINRA’s Rules with respect to the Offering. The Company also agrees that proper disclosure of such arrangement
or potential arrangement will be made in any proxy or tender offer statement which the Company files in connection with the Business
Combination.
3.15.2. 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.
3.16. Stabilization.
Neither the Company, nor, to its knowledge, any of its employees, directors or shareholders (without the consent of the Representative)
has taken or will take, directly or indirectly, any action 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.
3.17. Internal
Controls. 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 generally accepted accounting principles
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. Accountants.
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,
the Company shall retain Xxxxxx or other independent public accountants reasonably acceptable to the Representative.
3.19. Form
8-K. The Company shall, on the date hereof, retain its independent public accountants to audit the financial statements of
the Company as of the Closing Date (the “Audited Financial Statements”) reflecting the receipt by the Company
of the proceeds of the Offering and the Private Placement, as well as the proceeds from the exercise of the Over-Allotment if such
exercise has occurred on the date of the Prospectus. Within four (4) Business Days of the Closing Date, the Company will file a
Current Report on Form 8-K with the Commission, which Report shall contain the Audited Financial Statements.
3.20. FINRA.
The Company shall advise FINRA if it is aware that any 5% or greater shareholder of the Company becomes an affiliate or associated
person of a FINRA member participating in the distribution of the Company’s Public Securities.
3.21. 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 done to the reasonable satisfaction of counsel for the Underwriters.
3.22. Investment
Company. The Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested only in “government
securities” with specific maturity dates or in money market funds meeting certain conditions under Rule 2a-7 promulgated
under the Investment Company Act as set forth in the Trust Agreement and disclosed in the Prospectus. The Company will otherwise
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 will be engaged in a business other than that of investing, reinvesting, owning, holding
or trading securities.
3.23. Business
Combination Announcement. Within four (4) Business Days following the consummation by the Company of a Business Combination,
the Company shall cause an announcement (“Business Combination Announcement”) to be issued by a press release
service announcing the consummation of the Business Combination and indicating that the Representative was one of the co-managing
underwriters in the Offering and also indicating the name and location of any other financial advisors engaged by the Company as
its merger and acquisitions advisor. The Company shall supply the Representative with a draft of the Business Combination Announcement
and provide the Representative with a reasonable advance opportunity to comment thereon. The Company will not issue the Business
Combination Announcement without the final approval of the Representative, which approval shall not be unreasonably withheld.
3.24. [Intentionally
Omitted].
3.25. Press
Releases. The Company agrees that it will not issue press releases or engage in any other publicity, without Maxim’s
prior written consent (not to be unreasonably withheld), for a period of forty-five (45) days after the Closing Date.
3.26. Electronic
Prospectus. The Company shall cause to be prepared and delivered to the Representative, at its expense, within one (1)
Business Day from the Effective Date, 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 other 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). The Company hereby confirms that it has included
or will include in the Prospectus filed pursuant to XXXXX or otherwise with the Commission and in the Registration Statement at
the time it was declared effective an undertaking that, upon receipt of a request by an investor or his or her representative within
the period when a prospectus relating to the Units is required to be delivered under the Act, the Company shall transmit or cause
to be transmitted promptly, without charge, a paper copy of the Prospectus.
3.27. Reservation
of Shares. The Company will reserve and keep available that maximum number of its authorized but unissued securities which
are issuable upon exercise of the Warrants and the Placement Warrants outstanding from time to time.
3.28. Private
Placement Proceeds. Immediately upon establishment of the Trust Account and prior to the Closing, the Company shall deposit
all of the proceeds from the Private Placement in the Trust Account and shall provide the Representative with evidence of the same.
3.29. No
Amendment to Charter.
(i) Prior
to the closing of a Business Combination, the Company covenants and agrees it will not seek to amend or modify Article IX of its
Amended and Restated Memorandum and Articles of Association without the prior approval of its Board of Directors and the affirmative
vote of at least 65% of the voting power of the shares of Common Stock.
(ii) The
Company acknowledges that the purchasers of the Units in this Offering shall be deemed to be third party beneficiaries of this
Section 3.29.
(iii) The
Representative and the Company specifically agree that this Section 3.29 shall not be modified or amended in any way without the
approval of at least 65% of the voting power of the shares of Common Stock that were issued in the Offering.
3.30. Financial
Printer. The Company shall retain a financial printer, reasonably acceptable to the Representative, for the purpose of facilitating
the Company’s XXXXX filings and the printing of the Preliminary Prospectus and Prospectus.
3.31. Listing
on the Nasdaq Capital Market. The Company will use commercially reasonable efforts to maintain the listing of the Public Securities
on the Nasdaq Capital Market or such other national securities exchange until the earlier of five (5) years from the Effective
Date or until the Public Securities are no longer registered under the Exchange Act.
3.32. Payment
of Deferred Underwriting Commission on Business Combination. Upon the consummation of a Business Combination, the Company agrees
that it will cause the Trustee to pay the Deferred Underwriting Commission directly from the Trust Account to Maxim, in accordance
with Section 1.3.
3.33. Right
of First Refusal. Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative
shall have the irrevocable right of first refusal (the “Right of First Refusal”) to act as lead book running
manager or lead placement agent for each and every future public and private equity and equity-linked offering and every future
debt offering for a period of twelve months following the Business Combination (each, a “Subject Transaction”).
The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof,
by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative
fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing
of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The
Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject
Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right
of First Refusal with respect to any other Subject Transaction; and provided, further that, pursuant to FINRA Rule 5110(f)(2)(F)(ii),
the Representative shall not have more than one opportunity to waive or terminate the Right of First Refusal in consideration of
any payment or fee. The terms and conditions of any such engagements shall be set forth in separate agreements and may be subject
to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the absence of a material
adverse change to the Company’s business, financial condition and prospects, approval of the Representative’s internal
committee and any other conditions that the Representative may deem appropriate for transactions of such nature. Notwithstanding
the foregoing, the Representative shall be entitled to receive as its compensation at least 75% of the compensation payable to
the underwriting or placement agent group when serving as co-manager and at least 50% of the compensation payable to the underwriting
placement agent group when serving as co-manager with respect to a proposed financing in which there are three co-managing or lead
underwriters or co- placement agents.
4. Conditions
of Underwriters’ Obligations. The obligations of the several 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 5:00 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 the 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 Loeb & Loeb LLP (“Loeb”).
4.1.2. FINRA
Clearance. By the Effective Date, the Representative 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
Commission Stop Order. At each of the Closing Date and the 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 or the Prospectus or any part thereof,
and has not instituted or threatened to institute any proceedings with respect to such an order.
4.1.4. No
Blue Sky Stop Orders. No order suspending the sale of the Units in any jurisdiction designated by the Representative pursuant
to Section 3.3 hereof, if any, shall have been issued on either the Closing Date or the Option Closing Date, and no proceedings
for that purpose shall have been instituted or shall be contemplated.
4.1.5. The
Nasdaq Capital Market. By the Effective Date, the Securities shall have been approved for trading on the Nasdaq Capital Market.
4.2. Company
Counsel Matters.
4.2.1.
Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of each
of Ellenoff Xxxxxxxx & Schole LLP (“EGS”), counsel to the Company, and Ogier (“Ogier”),
British Virgin Islands counsel to the Company, dated the Closing Date, addressed to the Representative and the other Underwriters
and in form and substance reasonably satisfactory to the Representative.
The opinion of EGS and
Ogier shall further include a statement to the effect that such counsel has participated in conferences with officers and other
representatives of the Company, representatives of the independent public accountants for the Company and representatives of the
Underwriters at which the contents of the Registration Statement, final Preliminary Prospectus, the Prospectus and related matters
were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness
or fairness of the statements contained in the Registration Statement, final Preliminary Prospectus and the Prospectus (except
as otherwise set forth in such opinion), no facts have come to the attention of such counsel which lead them to believe that either
the Registration Statement, final Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, as of the date
of such opinion contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being
understood that such counsel need express no opinion with respect to the financial statements and related notes and schedules and
other financial and statistical data included in the Registration Statement, final Preliminary Prospectus or the Prospectus or
matters relating to the sale of securities in any jurisdiction outside the U.S.). The opinion of counsel shall state that such
counsel is not opining as to the Placement Securities with respect to any rights to rescind or the effect any exercise of such
rights will have on any other securities of the Company or on the Offering.
4.2.2. Option
Closing Date Opinion of Counsel. On each Option Closing Date, if any, the Representative shall have received the favorable
opinions of EGS and Ogier, dated each Option Closing Date, addressed to the Representative and in form and substance reasonably
satisfactory to counsel to the Representative, confirming as of each Option Closing Date, the statements made by EGS and Ogier,
as applicable, in its opinion delivered on the Closing Date.
4.2.3. Reliance.
In rendering such opinion, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the
United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified
in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of
other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) 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 Underwriters’ counsel if requested. The opinion
of EGS and Ogier and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may
be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
4.3. Cold
Comfort Letter. At the time this Agreement is executed, and at each of the Closing Date and the Option Closing Date, if any,
the Representative shall have received a letter, addressed to the Representative and in form and substance satisfactory in all
respects (including the nature of the changes or decreases, if any, referred to in clause (iii) below) to the Representative from
Xxxxxx dated, respectively, as of the date of this Agreement and as of the Closing Date and the Option Closing Date, if any:
(i) 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;
(ii) Stating
that in their opinion the financial statements of the Company included in the Registration Statement, the Preliminary Prospectus
and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act and the Regulations
thereunder;
(iii) Stating
that, on the basis of limited procedures which included 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
which would lead them to believe that: (a) 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 capital stock or long-term debt of the Company, other than
as set forth in or contemplated by the Registration Statement, the Preliminary Prospectus and the Prospectus, or, if there was
any decrease, setting forth the amount of such decrease; and (c) during the period from June 14, 2018 (balance sheet date) to a
specified 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 decrease in net earnings or net earnings per share of Common Stock, in each case as compared with the corresponding
period in the preceding year and as compared with the corresponding period in the preceding year, other than as set forth in or
contemplated by the Registration Statement, the Preliminary Prospectus and the Prospectus, or, if there was any such decrease,
setting forth the amount of such decrease;
(iv) Stating
they have compared specific dollar amounts, numbers of shares, percentages of earnings, statements and other financial information
pertaining to the Company set forth in the Registration Statement, the 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 the standards of the PCAOB) set forth in the letter and found them to be in agreement; and
(v) Statements
as to such other matters incident to the transaction contemplated hereby as the Representative may reasonably request.
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 Chief Executive Officer or the President and the Secretary or Assistant Secretary of the Company,
dated the Closing Date or the Option Closing Date, as the case may be, 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 4.5 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 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 the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the
case may be, respectively, certifying: (i) that the Amended and Restated Memorandum and Articles of Association of the Company
are true and complete, have not been modified and are in full force and effect; (ii) that the board resolutions relating to the
Offering are in full force and effect and have not been modified; (iii) all correspondence between the Company or its counsel and
the Commission; (iv) all correspondence between the Company or its counsel and the Nasdaq Stock Market; 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 that is likely to result in a 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 Prospectus; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened
against the Company, its officers, or directors before or by any court or federal or state commission, board or other administrative
agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or
financial condition or income of the Company, except as set forth in the Registration Statement, the Preliminary Prospectus and
Prospectus; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or threatened
by the Commission; and (iv) the Registration Statement, the 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 Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any 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 case
of the Prospectus, in light of the circumstances under which they were made), not misleading.
4.6. Delivery
of Agreements.
4.6.1. Effective
Date Deliveries. On the Effective Date, the Company shall have delivered to the Representative executed copies of the Trust
Agreement, the Warrant Agreement, the Registration rights Agreement all of the Insider Letters and the Unit Purchase Agreements.
5. Indemnification.
5.1. Indemnification
of Underwriters.
5.1.1. General.
Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless each of the Underwriters and each
dealer selected by the Representative that participates in the offer and sale of the Units (each a “Selected Dealer”)
and each of their respective directors, officers and employees and each person, if any, who controls any such Underwriter (“Controlling
Person”) within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against any and all loss,
liability, claim, damage and expense whatsoever (including but not limited to any and all legal or other expenses reasonably incurred
in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, whether arising
out of any action between any of the Underwriters and the Company or between any of the Underwriters and any third party or otherwise)
to which they or any of them may become subject under the Act, the Exchange Act or any other federal, state or local statute, law,
rule, regulation or ordinance or at common law or otherwise or under the laws, rules and regulation of foreign countries, arising
out of or based upon any untrue statement or alleged untrue statement of a material fact contained in: (i) any Preliminary Prospectus,
the Registration Statement, or the Prospectus (as from time to time each may be amended and supplemented); (ii) in any post-effective
amendment or amendments or any new registration statement and prospectus in which is included securities of the Company issued
or issuable upon exercise of the Warrants; or (iii) any application or other document or written communication (in this Section
5 collectively called “Application”) executed by the Company or based upon written information furnished by
the Company in any jurisdiction in order to qualify the Units under the securities laws thereof or filed with the Commission, any
state securities commission or agency, the Nasdaq Stock Market or any securities exchange; or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, unless such statement or omission was made in reliance upon and in conformity with
written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter expressly for use
in any Preliminary Prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereof. With respect
to any untrue statement or omission or alleged untrue statement or omission made in the Preliminary Prospectus, the indemnity agreement
contained in this paragraph shall not inure to the benefit of any Underwriter to the extent that any loss, liability, claim, damage
or expense of such Underwriter results from the fact that a copy of the Prospectus was not given or sent to the person asserting
any such loss, liability, claim or damage at or prior to the written confirmation of sale of the Securities to such person as required
by the Act and the Regulations, and if the untrue statement or omission has been corrected in the Prospectus, unless such failure
to deliver the Prospectus was a result of non-compliance by the Company with its obligations under Section 3.4 hereof. The Company
agrees to promptly notify the Representative of the commencement of any litigation or proceedings against the Company or any of
its officers, directors or Controlling Persons in connection with the issue and sale of the Securities or in connection with the
Preliminary Prospectus, the Registration Statement, or the Prospectus.
5.1.2. Procedure.
If any action is brought against an Underwriter or Controlling Person in respect of which indemnity may be sought against the Company
pursuant to Section 5.1.1, such Underwriter shall promptly notify the Company in writing of the institution of such action and
the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the reasonable approval
of such Underwriter) and payment of actual expenses. Such Underwriter or Controlling Person shall have the right to employ its
or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or
such Controlling Person unless: (i) the employment of such counsel at the expense of the Company shall have been authorized in
writing by the Company in connection with the defense of such action within reasonable time under the circumstances; (ii) the Company
shall not have employed counsel to have charge of the defense of such action; or (iii) such indemnified party or parties shall
have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available
to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified
party or parties), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected
by the Underwriter and/or Controlling Person shall be borne by the Company. Notwithstanding anything to the contrary contained
herein, if the Underwriter or Controlling Person shall assume the defense of such action as provided above, the Company shall have
the right to approve the terms of any settlement of such action which approval shall not be unreasonably withheld.
5.2. Indemnification
of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors,
officers and employees and agents who control 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 expense described in the foregoing indemnity from the Company to the
several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions
made in any Preliminary Prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereto, or in
any Application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to
such Underwriter by or on behalf of the Underwriter expressly for use in such Preliminary Prospectus, the Registration Statement,
or the Prospectus, or any amendment or supplement thereto or in any such Application, which furnished written information, it is
expressly agreed, consists solely of the information described in the last sentence of Section 2.3.1. In case any action shall
be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement,
or the Prospectus, or any amendment or supplement thereto or any Application, and in respect of which indemnity may be sought against
any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other person
so indemnified shall have the rights and duties given to the several Underwriters by the provisions of Section 5.1.2.
5.3. Contribution.
5.3.1. Contribution
Rights. In order to provide for just and equitable contribution under the Act in any case in which: (i) any person entitled
to indemnification under this Section 5 makes a claim for indemnification pursuant hereto but it is judicially determined (by the
entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of
the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section
5 provides for indemnification in such case; or (ii) contribution under the Act, the Exchange Act or otherwise may be required
on the part of any such person in circumstances for which indemnification is provided under this Section 5, then, and in each such
case, the Company and the Underwriters shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the
nature contemplated by said indemnity agreement incurred by the Company and the Underwriters, as incurred, in such proportions
that the Underwriters are responsible for that portion represented by the percentage that the underwriting discount appearing on
the cover page of the Prospectus bears to the initial offering price appearing thereon and the Company is responsible for the balance;
provided, that, no person guilty of a fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall
be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding the provisions
of this Section 5.3.1, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price
at which the Public Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of
any damages that such Underwriter has otherwise been required to pay in respect of such losses, liabilities, claims, damages and
expenses. For purposes of this Section, each director, officer and employee of an Underwriter or the Company, as applicable, and
each person, if any, who controls an Underwriter or the Company, as applicable, within the meaning of Section 15 of the Act shall
have the same rights to contribution as the Underwriters or the Company, as applicable.
5.3.2. Contribution
Procedure. Within fifteen (15) days after receipt by any party to this Agreement (or its representative) of notice of the commencement
of any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made against another
party (“Contributing Party”), notify the Contributing Party of the commencement thereof, but the omission to
so notify the Contributing Party will not relieve it from any liability which it may have to any other party other than for contribution
hereunder. In case any such action, suit or proceeding is brought against any party, and such party notifies a Contributing Party
or its representative of the commencement thereof within the aforesaid fifteen (15) days, the Contributing Party will be entitled
to participate therein with the notifying party and any other Contributing Party similarly notified. Any such Contributing Party
shall not be liable to any party seeking contribution on account of any settlement of any claim, action or proceeding effected
by such party seeking contribution on account of any settlement of any claim, action or proceeding effected by such party seeking
contribution without the written consent of such Contributing Party. The contribution provisions contained in this Section are
intended to supersede, to the extent permitted by law, any right to contribution under the Act, the Exchange Act or otherwise available.
The Underwriters’ obligations to contribute pursuant to this Section 5.3 are several and not joint.
6. Default
by an Underwriter.
6.1. Default
Not Exceeding 10% of Firm Units or Option Units. If any Underwriter or Underwriters shall default in its or their obligations
to purchase the Firm Units or the Option Units, if the over-allotment option is exercised, hereunder, and if the number of the
Firm Units or Option Units with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm
Units or Option Units that all Underwriters have agreed to purchase hereunder, then such Firm Units or Option 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 or Option Units. In the event that the default addressed in Section 6.1 above relates to more than
10% of the Firm Units or Option Units, the Representative may in its discretion arrange for itself or for another party or parties
to purchase such Firm Units or Option 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 or Option Units, the Representative does not arrange for the
purchase of such Firm Units or Option 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 Company and the Representative to purchase said Firm Units or Option
Units on such terms. In the event the Representative does not arrange for the purchase of the Firm Units or Option Units to which
a default relates as provided in this Section 6, this Agreement may be terminated by the Company without liability on the part
of the Company (except as provided in Sections 3.12 and 5 hereof) or the several Underwriters (except as provided in Section 5
hereof); provided, however, that if such default occurs with respect to the Option Units, this Agreement will not
terminate as to the Firm Units; and provided further 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 the Firm Units or Option 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 or Option 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, the Preliminary Prospectus
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, the Preliminary Prospectus and/or the Prospectus, as the case may
be, that in the 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 Company consummates a Business Combination, it shall not issue
any shares of Common Stock or any options or other securities convertible into Common Stock, or any class of shares which participate
in any manner in the Trust Account or which vote as a class with the Common Stock on a Business Combination.
7.2. Trust
Account Waiver Acknowledgments. The Company hereby agrees that it will not commence its due diligence investigation of any
operating business or businesses which the Company seeks to acquire (each, a “Target Business”) unless and until
such Target Business acknowledges 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: (i) it has read
the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $51,000,000 for the
benefit of the public shareholders, and that (ii) for and in consideration of the Company agreeing to evaluate such Target Business
for purposes of consummating a Business Combination with it, such Target Business agrees that it does not have any right, title,
interest or claim of any kind in or to any monies of 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. The Company further agrees that it will use all reasonable efforts,
prior to obtaining the services of any vendor, to obtain a written acknowledgment from such vendor, 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: (i) such vendor has read the Prospectus and understands that the Company has established
the Trust Account, initially in an amount of $51,000,000 for the benefit of the public shareholders, and that (ii) for and in consideration
of the Company agreeing to engage the services of the vendor, such vendor agrees that it does not have any 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. The foregoing letters shall substantially be in the
form attached hereto as Exhibit A and B, respectively. Furthermore, each officer and director of the Company shall
execute a waiver letter in the form attached hereto as Exhibit C.
7.3. Insider
Letters. The Company shall not take any action or omit to take any action which would cause a material breach of any of the
Insider Letters executed between each of the Company’s officers, directors and Initial Shareholders or the Unit Purchase
Agreements and will not allow any amendments to, or waivers of, such Insider Letters or the Unit Purchase Agreements without the
prior written consent of the Representative.
7.4. Amended
and Restated Memorandum and Articles of Association. The Company shall not take any action or omit to take any action that
would cause the Company to be in material breach or violation of its Amended and Restated Memorandum and Articles of Association.
Except as provided in Section 3.29, prior to the consummation of a Business Combination, the Company will not amend its Amended
and Restated Memorandum and Articles of Association, without the prior written consent of the Representative.
7.5. Tender
Offer Documents, Proxy Materials and Other Information. The Company shall provide counsel to the Representative with 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. In addition, the Company shall furnish any other state in which
the Offering was registered, such information as may be requested by such state.
7.6. Acquisition/Liquidation
Procedure. The Company agrees that it will comply with Article [___] of its Amended and Restated Memorandum and Articles of
Association in connection with the consummation of a Business Combination or the failure to consummate a Business Combination within
18 months from the Effective Date (subject to extension as described in the Prospectus).
7.7. Rule
419. The Company agrees that it will use its 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 best efforts to prevent any
of the Company’s outstanding securities from being deemed to be a “xxxxx stock” as defined in Rule 3a-51-1 under
the Exchange Act during such period.
7.8. Presentation
of Potential Target Businesses. The Company shall cause each of its officers and directors to agree that, in order to minimize
potential conflicts of interest which may arise from multiple affiliations, the officers and directors will present to the Company
for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business,
until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company, subject to any
pre-existing fiduciary obligations the officers and directors might have.
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 at the Closing Date or the Option
Closing Date, if any, and such representations, warranties and agreements of the Underwriters and 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 any Underwriter, the Company or any Controlling Person, and shall survive termination of this Agreement or the
issuance and delivery of the Units to the several Underwriters until the earlier of the expiration of any applicable statute of
limitations and the seventh 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.
9. Effective
Date of This Agreement and Termination Thereof.
9.1. Effective
Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective
by the Commission.
9.2. Termination.
The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date: (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,
the NYSE American, the Nasdaq Stock Market, the OTC Market, Inc. or on the OTC Bulletin Board (or successor trading market) 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 on the over the counter markets 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 war or an initiation or increase in 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 markets; or (vi) if the Company shall have sustained a material loss by fire, flood, accident,
hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured,
will, in the Representative’s opinions, make it inadvisable to proceed with the delivery of the Units; or (vii) if any of
the Company’s representations, warranties or covenants hereunder are breached; or (viii) if the Representative shall have
become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse
material change in general market conditions, including, without limitation, as a result of terrorist activities after the date
hereof, as in the Representative’s 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 Units.
9.3. Expenses.
In the event this Agreement shall not be carried out for any reason whatsoever, except as a result of the Representative’s
or any Underwriters’ breach or default with respect to any of its material obligations pursuant to this Agreement, within
the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out-of-pocket
expenses actually incurred by the Representative related to the transactions contemplated herein shall be governed by Section 3.12
hereof.
9.4. 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.
10. Miscellaneous.
10.1. 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 transmission (with printed confirmation of receipt) and confirmed,
or by electronic transmission via PDF, and shall be deemed given when so mailed, delivered or faxed or transmitted (or if mailed,
three (3) days after such mailing):
If to the Representative:
Maxim Group
LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx,
XX 00000
Attn.:
Fax:
Copy to (which copy shall not
be deemed to constitute notice to the Representative):
Loeb & Loeb
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxxx X. Xxxxxxxx,
Esq. and Xxxxxxxx Xxxxxx, Esq.
Fax: (000) 000-0000
If to the Company:
Xxxxxxx Acquisition Corp.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax:
Attn: Xxxxx Xxxxx
Copy to (which copy shall not
be deemed to constitute notice to the Company):
Ellenoff Xxxxxxxx & Schole LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn:.Xxxxxx Xxxxxxxxx
Fax: 000 000-0000
10.2. 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.
10.3. Amendment.
This Agreement may only be amended by a written instrument executed by each of the parties hereto.
10.4. Entire
Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with
this Agreement) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof (and thereof),
and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof
(and thereof).
10.5. 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 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.
10.6. Governing
Law, Venue, etc.
10.6.1. 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 the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto):
(i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated
hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for
the Southern District of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such
suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County
of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding.
10.6.2.
Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service
of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New
York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the
Company or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective
service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon
the Representative mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective
service process upon the Representative, in any such suit, action or proceeding.
10.6.3. THE
COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY
WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.
10.6.4. The
Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of
its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the
preparation therefor.
10.7. 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 fax or email/.pdf transmission shall
constitute valid and sufficient delivery thereof.
10.8. Waiver,
Etc. 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 effect 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.
10.9. No
Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection
with the offering of the Company’s securities. The Company further acknowledges that the Underwriters are acting pursuant
to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and 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. 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 and the Underwriters agree that they are each responsible for making their own independent judgments 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.
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If the foregoing correctly
sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that
purpose, whereupon this letter shall constitute a binding agreement between us.
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Maxim Group LLC,
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SCHEDULE A
Xxxxxxx
Acquisition Corp.
5,000,000 Units
Underwriter | |
Number of Firm Units to be Purchased | |
Maxim Group LLC | |
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TOTAL | |
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EXHIBIT A
Form of Target Business Letter
Xxxxxxx Acquisition Corp.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn.:
Gentlemen:
Reference is made to
the Final Prospectus of Xxxxxxx Acquisition Corp. (the “Company”), dated ______, 2018 (the “Prospectus”).
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus.
We have read the Prospectus
and understand that the Company has established a “trust account”, initially in an amount of at least $51,000,000 for
the benefit of the “public shareholders” and the underwriters of the Company’s initial public offering (the “Underwriters”)
and that, except for (i) interest earned on the trust account that may be released to the Company to pay any taxes it incurs, and
(ii) interest earned by the trust account that may be released to the Company from time to time to fund the Company’s working
capital and general corporate requirements, proceeds in the trust account will not be released until (a) the consummation of a
Business Combination, or (b) the dissolution and liquidation of the Company if it is unable to consummate a Business Combination
within the allotted time.
For and in consideration
of the Company agreeing to evaluate the undersigned for purposes of consummating a business combination or other form of acquisition
with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies
in the trust account (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or
arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the trust account
for any reason whatsoever.
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EXHIBIT B
Form of Vendor Letter
Xxxxxxx Acquisition Corp.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn.:
Gentlemen:
Reference is made to
the Final Prospectus of Xxxxxxx Acquisition Corp. (the “Company”), dated ______, 2018 (the “Prospectus”).
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus.
We have read the Prospectus
and understand that the Company has established a “trust account”, initially in an amount of at least $51,000,000 for
the benefit of the “public shareholders” and the underwriters of the Company’s initial public offering (the “Underwriters”)
and that, except for (i) interest earned on the trust account that may be released to the Company to pay any taxes it incurs, and
(ii) interest earned by the trust account that may be released to the Company from time to time to fund the Company’s working
capital and general corporate requirements, proceeds in the trust account will not be released until (a) the consummation of a
Business Combination, or (b) the dissolution and liquidation of the Company if it is unable to consummate a Business Combination
within the allotted time.
For and in consideration
of the Company agreeing to use the products or services of the undersigned, the undersigned hereby agrees that it does not have
any right, title, interest or claim of any kind in or to any monies in the trust account (the “Claim”) and hereby
waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the
Company and will not seek recourse against the trust account for any reason whatsoever.
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EXHIBIT C
Form of Director/Officer Letter
Xxxxxxx Acquisition Corp.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn.:
Gentlemen:
The undersigned officer
or director of Xxxxxxx Acquisition Corp. (the “Company”) hereby acknowledges that the Company has established
the “trust account”, initially in an amount of at least $51,000,000 for the benefit of the “public shareholders”
and the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for
(i) interest earned on the trust account that may be released to the Company to pay any taxes it incurs, and (ii) interest earned
by the trust account that may be released to the Company from time to time to fund the Company’s working capital and general
corporate requirements, proceeds in the trust account will not be released until (a) the consummation of a Business Combination,
or (b) the dissolution and liquidation of the Company if it is unable to consummate a Business Combination within the allotted
time.
The undersigned hereby
agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the trust account (the “Claim”)
and hereby waives any Claim it may have in the future as a result of, or arising out of, any contracts or agreements with the Company
and will not seek recourse against the trust account for any reason whatsoever.
Notwithstanding the
foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market.
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