Exhibit 1.1
UNDERWRITING
AGREEMENT
between
COUNTER
PRESS ACQUISITION CORPORATION
and
BTIG,
LLC
AND
EARLYBIRDCAPITAL,
INC.
Dated February 8, 2022
COUNTER
PRESS ACQUISITION CORPORATION
UNDERWRITING AGREEMENT
New York, New York
February 8, 2022
BTIG, LLC
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
EarlyBirdCapital, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
As Representatives of the Underwriters
named on Schedule A hereto
Ladies and Gentlemen:
The undersigned,
Counter Press Acquisition Corporation, a Cayman Islands exempted company (the “Company”), hereby confirms its
agreement with BTIG, LLC (“BTIG”) and EarlyBirdCapital, Inc. (“EBC” and, together with BTIG,
the “Representatives”) and with the other underwriters named on Schedule A hereto (if any), for which the
Representatives are acting as representatives (the Representatives and such other underwriters being collectively referred to herein
as the “Underwriters” or, each underwriter 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 contained herein, but subject to the terms and conditions
herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters
agree to purchase from the Company, severally and not jointly, an aggregate of 7,500,000 units (the “Firm Units”),
ratably in accordance with the number of Firm Units set forth opposite the name of such Underwriters in Schedule A attached hereto,
at a purchase price of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”)
at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share, of $0.0001 par value, of
the Company (the “Class A Ordinary Shares”), and one-half of one redeemable warrant (each a “Warrant,”
and, collectively with each of the other redeemable warrants being sold hereunder, the “Warrants”). The Class
A Ordinary Shares and the Warrants included in the Firm Units will trade separately on the 52nd day following the
date of the prospectus unless the Representatives determine to allow earlier separate trading. Notwithstanding the immediately
preceding sentence, in no event will the Class A Ordinary Shares and the Warrants included in the Firm Units trade separately until
(i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report
on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit
Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the
Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing
of the Form 8-K, and (ii) the Company has filed with the Commission all reports required to be filed under the federal securities
laws and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase
one Class A Ordinary Share for $11.50 per share, subject to adjustment, commencing 30 days after the consummation by the Company
of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination
with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation
by the Company of its initial Business Combination, or earlier upon redemption or liquidation.
1.1.2 Payment
and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on the 2nd Business
Day (as defined below) following the commencement of trading of the Units, or at such earlier time as shall be agreed upon by the
Representatives and the Company, at the offices of Ellenoff Xxxxxxxx & Schole LLP, counsel to the Underwriters (“EG&S”),
or at such other place as shall be agreed upon by the Representatives and the Company. The hour and date of delivery and payment
for the Firm Units is called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date
by wire transfer in Federal (same day) funds, payable as follows: $76,125,000 of the proceeds received by the Company for the Firm
Units and the sale of Private Placement Units (as defined in Section 1.4.2) shall be deposited in the trust account
(“Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as
described in the Registration Statement (as defined in Section 2.1.1) pursuant to the terms of an Investment Management
Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company
(“CST&T”). The funds deposited in the Trust Account shall include an aggregate of $2,625,000 ($0.35 per Firm
Unit), payable to the Underwriters as Deferred Underwriting Commission, in accordance with Section 1.3 hereof.
The remaining proceeds (less commissions and actual expense payments or other fees payable pursuant to this Agreement), if any,
shall be paid to the order of the Company upon delivery to the Representatives of certificates (in form and substance satisfactory
to the Representatives) 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 Representatives may request in writing at least two full Business Days prior to the Closing Date. The Company shall
not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representatives for all the Firm
Units. As used herein, the term “Public Shareholders” means the holders of Class A Ordinary Shares sold as part
of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below), any member of the Sponsor,
or any officer or director of the Company, to the extent he, she or it acquires such Class A Ordinary Shares in the aftermarket
(and solely with respect to such Class A Ordinary Shares). “Business Day” means any day other than a Saturday,
a Sunday, or other day on which commercial banks in the City of New York are authorized or required by law to remain closed; provided,
however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay
at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or
the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer
systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers
on such day.
1.2 Over-Allotment Option.
1.2.1 Option
Units. The Underwriters are hereby granted an option (the “Over-allotment Option”) to purchase, ratably in
accordance with the number of Firm Units to be purchased by each of them, up to an additional 1,125,000 units (the “Option
Units”), the net proceeds of which, together with the proceeds of the Option Private Placement Units (as defined below),
will be deposited in the Trust Account, for the purposes of covering any over-allotments in connection with the distribution and
sale of the Firm Units. Such Option Units shall be identical in all respects to the Firm Units and shall be sold at the same purchase
price per Firm Unit to be paid by the Underwriters to the Company. The Firm Units and the Option Units are hereinafter collectively
referred to as the “Units,” and the Units, the Class A Ordinary Shares, the Warrants included in the Units and
the Class A Ordinary Shares issuable upon exercise of the Warrants are hereinafter referred to collectively as the “Public
Securities.” No Option Units shall be sold or delivered unless the Firm Units previously have been, or simultaneously
are, sold and delivered. The right to purchase the Option Units, or any portion thereof, may be exercised from time to time and
to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the
Company. The purchase price to be paid for each Option Unit will be the same price per Firm Unit set forth in Section 1.1.1 hereof.
1.2.2 Exercise
of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representatives
as to all (at any time) or any part (from time to time) of the Option Units within 45 days after the effective date (“Effective
Date”) of the Registration Statement (as defined in Section 2.1.1 hereof). The Underwriters will not
be under any obligation to purchase any Option Units prior to the exercise of the Over-allotment Option. The Over-allotment Option
granted hereby may be exercised by the giving of oral notice to the Company by the Representatives, which must be confirmed in
accordance with Section 10.1 herein setting forth the number of Option Units to be purchased and the date and
time for delivery of and payment for the Option Units (the “Option Closing Date”), which will not be later than
five full Business Days after the date of the notice or such other time and in such other manner as shall be agreed upon by
the Company and the Representatives, at the offices of EG&S or at such other place (including remotely by facsimile or other
electronic transmission) as shall be agreed upon by the Company and the Representatives. If such delivery and payment for the Option
Units does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment
Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein,
the Underwriters will become obligated to purchase, the number of Option Units specified in such notice.
1.2.3 Payment
and Delivery. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day)
funds, payable as follows: $9.80 per Option Unit shall be deposited in the Trust Account pursuant to the Trust Agreement upon delivery
to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Units
(or through the facilities of DTC) for the account of the Representatives. The amount of the payment for the Option Units to be
deposited in the Trust Account will include $0.35 per Option Unit (up to $393,750), payable to the Underwriters, as Deferred Underwriting
Commission, in accordance with Section 1.3 hereof. The certificates representing the Option Units to be delivered
will be in such denominations and registered in such names as the Representatives request in writing not less than two full Business
Days prior to the Closing Date or the Option Closing Date, as the case may be. The Company shall not be obligated to sell or deliver
the Option Units except upon tender of payment by the Underwriters for applicable Option Units.
1.3 Deferred
Underwriting Commission. The Representatives agree that 3.5% of the gross proceeds from the sale of the Firm Units ($2,625,000)
and the Option Units (up to $393,750) (collectively, the “Deferred Underwriting Commission”) will be deposited
and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives (on
behalf of the Underwriters) for their own account upon consummation of the Company’s initial Business Combination. In the event
that the Company is unable to consummate a Business Combination and CST&T, 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 Representatives
agree that: (i) the Representatives shall 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 Placements.
1.4.1 Founder
Shares. In June 2021, Counter Press Sponsor LLC, a Cayman Islands limited liability company (formerly Counter Press Sponsor
Corporation) (the “Sponsor”) purchased 2,156,250 Class B ordinary shares, $0.0001 par value per share, of
the Company (the “Founder Shares”). No underwriting discounts, commissions, or placement fees have been or will
be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder
Shares may be sold, assigned or transferred by the Sponsor until the six months following the consummation of the Business Combination;
or the date on which the Company consummates a transaction which results in all of the Company’s shareholders having the right
to exchange their ordinary shares for cash, securities, or other property. The holders of Founder Shares shall have no right to
any liquidating distributions from the Trust Account with respect to any portion of the Founder Shares in the event the Company
fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to
the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor and certain holders of the
Founder Shares will be required to forfeit such number of Founder Shares (up to 281,250 Founder Shares) such that the Founder Shares
then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and
exercise, if any, of the Over-allotment Option.
1.4.2 Private
Placement of Units. Simultaneously with the Closing Date, the Sponsor, BTIG and EBC (collectively, the “PPU Investors”)
will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), an aggregate
432,500 private placement units (400,000 private placement units by the Sponsor and 32,500 private placement units in the aggregate
by BTIG and EBC), each exercisable to purchase one share of Class A Ordinary Shares at $11.50 per share, at a purchase price
of $10.00 per unit (the “Private Placement Units”) in a private placement intended to be exempt from registration
under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously
with the Option Closing Date (if any), the PPU Investors will purchase from the Company pursuant to the Purchase Agreements, up
to an additional 39,375 Private Placement Units, 36,416 of which will be purchased by the Sponsor and 2,959 of which in the aggregate
will be purchased by BTIG and EBC (if the Over-allotment Option is exercised in full) at a purchase price of $10.00 per Private
Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of
the Act (the “Option Private Placement Units”). The private placement of the Private Placement Units is referred
to herein as the “Unit Private Placement.” None of the Private Placement Units nor the underlying Class A Ordinary
Shares (“Private Placement Shares”) and Warrants (“Private Placement Warrants”) may be sold,
assigned or transferred by the PPU Investors or their permitted transferees until 30 days after consummation of a Business
Combination. $2,625,000 of the proceeds from the sale of the Private Placement Units and all of the proceeds from the sale of the
Option Private Placement Units, if any, shall be deposited into the Trust Account.
1.4.3 Prior to the
consummation of the Offering, the Company issued an aggregate of 38,750 Class A Ordinary Shares to BTIG and EBC (the “Underwriter
Shares”). The Underwriter Shares are not subject to forfeiture if the Over-allotment Option is not exercised.
1.4.4 The Private
Placement Units, Class A Ordinary Shares and Warrants included within the Private Placement Units and Class A Ordinary Shares issuable
upon exercise of the Private Placement Units are hereinafter referred to collectively as the “Placement Securities.”
No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities.
The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities.”
BTIG and EBC have agreed that they each shall have the right to exercise the Private Placement Warrants until, and shall forfeit
to the Company for cancellation any Private Placement Warrants held by it, on the date that is five years after the Effective Date.
1.5 Working
Capital. Upon consummation of the Offering, it is intended that approximately $750,000 of the Offering proceeds and Unit Private
Placement will be released to the Company and held outside of the Trust Account to fund the working capital requirements of the
Company.
1.6 Interest
Income. Prior to the Company’s consummation of a Business Combination or the Company’s liquidation, interest earned on the
Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay
any taxes incurred by the Company and up to $100,000 for liquidation expenses, all as more fully described in the Prospectus (as
defined below).
2. Representations
and Warranties of the Company. The Company represents and warrants to the Underwriters as follows:
2.1 Filing of Registration Statement.
2.1.1 Pursuant
to the Act. The Company has filed with the Commission a registration statement and an amendment or amendments thereto, on Form S-1
(File No. 333-261788), including any related preliminary prospectus (“Preliminary Prospectus”), including any
prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement),
for the registration of the Units under the Act, which registration statement and amendment or amendments have been prepared by
the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”)
of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in
the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement,
as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial
statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed
to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration
Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or,
if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule
430A of the Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called
the “Prospectus.” For purposes of this Agreement, “Time of Sale,” as used in the Act, means 4:00
p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus,
which was included in the Registration Statement filed on January 27, 2022, as thereafter amended and supplemented from time to
time, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Sale
Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a Registration
Statement pursuant to Rule 462(b) under the Act registering additional securities (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 the Rule 462(b) Registration Statement, which became effective upon
filing, no other document with respect to the Registration Statement has been filed with the Commission. All of the Public Securities
have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement
is filed, will be duly registered for public sale under the Act with the filing of such Rule 462(b) Registration Statement. The
Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement,
the Company or the Representatives determine that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement
of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading and the Company and the Representatives agree to provide an opportunity to purchasers
of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus
will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase
contract.
2.1.2 Pursuant
to the Exchange Act. The Company has filed with the Commission a Form 8-A (File No. 001-41274) providing for the
registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Units, the Class
A Ordinary Shares and the Warrants. The registration of the Units, Class A Ordinary Shares and Warrants under the Exchange Act
is effective on the date hereof and the Units, the Class A Ordinary Shares and the Warrants have been registered pursuant to Section
12(b) of the Exchange Act.
2.1.3 No
Stop Orders, Etc. Neither the Commission nor, to the Company’s knowledge, assuming reasonable inquiry, any federal, state,
or other regulatory authority has issued any order or threatened to issue any order preventing or suspending the use of the Registration
Statement, any Preliminary Prospectus, the Sale Preliminary Prospectus, or Prospectus or any part thereof, or has instituted or,
to the Company’s knowledge, assuming reasonable inquiry, threatened to institute any proceedings with respect to such an order.
2.2 Disclosures in Registration
Statement.
10b-5 Representation.
At the time of effectiveness of the Registration Statement (and at the time any post-effective amendment to the Registration Statement)
and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the
Sale Preliminary Prospectus and the Prospectus do and will contain all material statements that are required to be stated therein
in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act
and the Regulations. The Registration Statement, as of the Effective Date, did not, and the amendments and supplements thereto,
as of their respective dates, will not contain any untrue statement of a material fact or omit to state any material fact required
to be stated therein, or necessary to make the statements therein, not misleading. The Prospectus, as of its date and the Closing
Date or the Option Closing Date, as the case may be, did not, and the amendments and supplements thereto, as of their respective
dates, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading. The Sale Preliminary Prospectus,
as of the Time of Sale (or such subsequent Time of Sale pursuant to Section 2.1.1), did not contain any untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed
with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment
thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement thereto was first filed with
the Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto
complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with
the applicable provisions of the Act and the Regulations and did not and will not contain an untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.2 does
not apply to statements made or statements omitted in reliance upon and in conformity with Underwriters’ Information (as defined
below) furnished to the Company by the Underwriters expressly for use in the Registration Statement, the Sale Preliminary Prospectus
or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided
by or on behalf of the Underwriters consists solely of the following: the names of the Underwriters, the information with respect
to dealers’ concessions and reallowances contained in the paragraph immediately following the subsection heading entitled “Underwriting
Discount” of the section entitled “Underwriting,” the information with respect to stabilizing transactions contained
in the six paragraphs immediately following the subsection heading “Price Stabilization, Short Positions” of the section
entitled “Underwriting” and the identity of counsel to the Underwriters contained in the section entitled “Legal
Matters” (such information, collectively, the “Underwriters’ Information”).
2.2.1 Disclosure
of Agreements. The agreements and documents described in the Registration Statement, the Sale Preliminary Prospectus and the
Prospectus conform to the descriptions thereof contained therein in all material respects and there are no agreements or other
documents required to be described in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or to be filed
with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other
instrument (however characterized or described) to which the Company is a party or by which its property or business is or may
be bound or affected and (i) that is referred to in the Registration Statement, Sale Preliminary Prospectus or the Prospectus
or attached as an exhibit thereto, or (ii) is material to the Company’s business, has been duly authorized and validly executed
by the Company, is in full force and effect and is enforceable against the Company and, to the Company’s knowledge, assuming reasonable
inquiry, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy,
insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification
or contribution provision may be limited under the foreign, federal and state securities laws, and (z) that the remedy of
specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion
of the court before which any proceeding therefor may be brought, and no such agreement or instrument has been assigned by the
Company, and neither the Company nor, to the Company’s knowledge, assuming reasonable inquiry, any other party is in breach or
default thereunder and, to the Company’s knowledge, assuming reasonable inquiry, no event has occurred that, with the lapse of
time or the giving of notice, or both, would constitute a breach or default thereunder. To the Company’s knowledge, assuming reasonable
inquiry, the performance by the Company of the material provisions of such agreements or instruments will not result in a violation
of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign,
having jurisdiction over the Company or any of its assets or businesses, including, without limitation, those relating to environmental
laws and regulations.
2.2.2 Prior
Securities Transactions. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit
of, any person or persons controlling, controlled by, or under common control with the Company since the date of the Company’s
formation, except as disclosed in the Registration Statement.
2.2.3 Regulations.
The disclosures in the Registration Statement, the Sale Preliminary Prospectus, and Prospectus concerning the effects of federal,
foreign, state, and local regulation on the Company’s business as currently contemplated are correct in all material respects and
do not omit to state a material fact necessary to make the statements therein, in the light of the circumstances in which they
were made, not misleading.
2.3 Changes After Dates in Registration
Statement.
2.3.1 No
Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale
Preliminary Prospectus and the Prospectus, except as otherwise specifically stated therein, (i) there has been no material
adverse change in the condition, financial or otherwise, or business prospects of the Company, (ii) there have been no material
transactions entered into by the Company, other than as contemplated pursuant to this Agreement, (iii) no member of the Company’s
board of directors (the “Board of Directors”) or management has resigned from any position with the Company, other than
a change in the title of such officer, and (iv) no event or occurrence has taken place which materially impairs, or would
likely materially impair, with the passage of time, the ability of the members of the Board of Directors or management to act in
their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.
2.3.2 Recent
Securities Transactions. Subsequent to the respective dates as of which information is given in the Registration Statement,
the Sale Preliminary Prospectus and the Prospectus, and except as may otherwise be indicated or contemplated herein or therein,
the Company has not (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed
money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its share capital.
2.4 Independent
Accountants. To the Company’s knowledge, assuming reasonable inquiry, UHY LLP (“UHY”), whose report is filed
with the Commission as part of, and is included in, the Registration Statement, the Sale Preliminary Prospectus, and the Prospectus,
is an independent registered public accountant firm as required by the Act, the Regulations and the Public Company Accounting Oversight
Board (the “PCAOB”), including the rules and regulations promulgated by such entity. To the Company’s knowledge,
assuming reasonable inquiry, UHY is currently registered with the PCAOB. UHY has not, during the periods covered by the financial
statements included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, provided to the Company
any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.
2.5 Financial Statements; Statistical
Data.
2.5.1 Financial
Statements. The financial statements, including the notes thereto and supporting schedules (if any) included in the Registration
Statement, the Sale Preliminary Prospectus and the Prospectus fairly present the financial position, the results of operations
and the cash flows of the Company at the dates and for the periods to which they apply; such financial statements have been prepared
in conformity with United States generally accepted accounting principles (“GAAP”), consistently applied throughout
the periods involved; and the supporting schedules included in the Registration Statement, the Sale Preliminary Prospectus and
the Prospectus present fairly the information required to be stated therein in conformity with the Regulations. No other financial
statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the
Sale Preliminary Prospectus or the Prospectus. The Registration Statement, the Sale Preliminary Prospectus and the Prospectus disclose
all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships
of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s
financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources,
or significant components of revenues or expenses. There are no pro forma or as adjusted financial statements that are required
to be included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus in accordance with Regulation
S-X that have not been included as required.
2.5.2 Statistical
Data. The statistical, industry-related and market-related data included in the Registration Statement, the Sale Preliminary
Prospectus, and/or the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are
reliable and accurate, and such data materially agree with the sources from which they are derived.
2.6 Authorized
Capital; Options. The Company had at the date or dates indicated in each of the Registration Statement, the Sale Preliminary
Prospectus, and the Prospectus, as the case may be, duly authorized, issued and outstanding capitalization as set forth in the
Registration Statement, the Sale Preliminary Prospectus, and the Prospectus. Based on the assumptions stated in the Registration
Statement, the Sale Preliminary Prospectus, and the Prospectus, the Company will have on the Closing Date or on the Option Closing
Date, as the case may be, the adjusted share capitalization set forth therein. Except as set forth in, or contemplated by the Registration
Statement, the Sale Preliminary Prospectus and the Prospectus, on the Effective Date and on the Closing Date or Option Closing
Date, as the case may be, there will be no options, warrants, or other rights to purchase or otherwise acquire any authorized but
unissued Class A Ordinary Shares or any security convertible into Class A Ordinary Shares, or any contracts or commitments to issue
or sell Class A Ordinary Shares or any such options, warrants, rights or convertible securities.
2.7 Valid Issuance of Securities.
2.7.1 Outstanding
Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement
have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission
with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was
issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted
by the Company. The authorized and outstanding securities of the Company conform in all material respects to all statements relating
thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All offers and sales and any
transfers of the outstanding securities of the Company were at all relevant times either registered under the Act and the applicable
state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securities,
exempt from such registration requirements.
2.7.2 Securities
Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and when issued and paid
for in accordance with this Agreement and registered in the Company’s register of members, 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 action required to be taken for the authorization, issuance and sale of the Securities
has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of
the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions
thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid
for and issued, the Warrants will constitute valid and binding obligations of the Company to issue 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 foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought. The Class A Ordinary Shares issuable upon exercise of the Warrants have been reserved for issuance
upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms
thereof such Class A Ordinary Shares 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.
2.7.3 Placement Securities.
2.7.3.1 The Private
Placement Units constitute valid and binding obligations of the Company to issue the number and type of securities of the Company
called for thereby in accordance with the terms thereof, and will be enforceable against the Company in accordance with their respective
terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting
creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under
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 Class A Ordinary Shares issuable upon exercise of the Private Placement Units have been reserved for issuance and,
when issued in accordance with the terms of the Private Placement Units and registered in the Company’s register of members, will
be duly and validly authorized, validly issued and upon payment therefor, fully paid and non-assessable, and the holders thereof
are not and will not be subject to personal liability by reason of being such holders.
2.7.3.2 The Private
Placement Warrants constitute valid and binding obligations of the Company to issue the number and type of securities of the Company
called for thereby in accordance with the terms thereof, and will be enforceable against the Company in accordance with their respective
terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting
creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under
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.
2.7.3.3 The Private
Placement Shares have been reserved for issuance and, when issued in accordance with the terms of the Private Placement Units,
will be duly and validly authorized, validly issued and upon payment therefor, fully paid and non-assessable, and the holders thereof
are not and will not be subject to personal liability by reason of being such holders.
2.7.3.4 The Private
Placement Shares have been reserved for issuance and, when issued in accordance with the terms of the Private Placement Warrants
and the Warrant Agreement, such Placement Shares will be duly and validly authorized, validly issued and upon payment therefor,
fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being
such holders.
2.7.4 No
Integration. Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities
(other than the Public Securities) which are required to be or may be “integrated” pursuant to the Act or the Regulations
with the Offering.
2.8 Registration
Rights of Third Parties. Except as set forth in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus,
no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the
Company have the right to require the Company to register any such securities of the Company under the Act or to include any such
securities in a registration statement to be filed by the Company.
2.9 Validity
and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust
Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section
2.21.4) and the Purchase Agreements (collectively, the “Transaction Documents”) have been duly and validly
authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable
against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy,
insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification
or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy
of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought.
2.10 No Conflicts,
Etc. The execution, delivery, and performance by the Company of the Transaction Documents, the consummation by the Company
of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not
and will not, with or without the giving of notice or the lapse of time or both: (i) result in a breach or violation of, or
conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination
or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement,
obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject except
pursuant to the Trust Agreement (ii) result in any violation of the provisions of the amended and restated memorandum and
articles of association of the Company (collectively, the “Charter Documents”); or (iii) violate any existing
applicable statute, law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign,
having jurisdiction over the Company or any of its properties, assets or business constituted as of the date hereof; except in
the case of clauses (i) and (iii) above for any such conflict, breach or violation that would not, individually or in the aggregate,
be reasonably expected to have a Material Adverse Effect.
2.11 No Defaults;
Violations. No default or violation exists in the due performance and observance of any term, covenant or condition of any
license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing
an obligation for borrowed money, or any other agreement or instrument to which the Company is a party or by which the Company
may be bound or to which any of the properties or assets of the Company is subject, except for any such default or violation that
would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined below). The Company
is not in violation of any term or provision of its Charter Documents or in violation of any franchise, license, permit, applicable
law, rule, regulation, judgment or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the
Company or any of its properties or businesses, except for any such that would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.
2.12 Corporate Power; Licenses;
Consents.
2.12.1 Conduct
of Business. The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals,
orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the
date hereof to conduct its business purpose as described in the Registration Statement, the Sale Preliminary Prospectus and the
Prospectus, except where the failure thereto would not reasonably be expected to have a Material Adverse Effect. The disclosures
in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus concerning the effects of foreign, federal, state
and local regulation on this Offering and the Company’s business purpose as currently contemplated are correct in all material
respects and do not omit to state a material fact required to be stated therein or necessary in order to make the statements therein,
in 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 this Offering.
2.12.2 Transactions
Contemplated Herein. The Company has all requisite corporate power and authority to enter into the Transaction Documents and
to carry out the provisions and conditions hereof and thereof, and all consents, authorizations, approvals and orders required
in connection herewith and therewith have been obtained. No consent, authorization, or order of, and no filing with, any court,
government agency or other body, foreign or domestic, is required for the valid issuance, sale, and delivery, of the Securities
and the consummation of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration
Statement, the Sale Preliminary Prospectus and the Prospectus, except as contemplated by the Transaction Documents and with respect
to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory
Authority, Inc. (“FINRA”).
2.13 D&O
Questionnaires. To the Company’s knowledge, assuming reasonable inquiry, all information contained in the questionnaires (i)
(“Questionnaires”) completed by each of the Company’s officers, directors and shareholders holding greater than
5% of any class of the Company’s equity securities (“Insiders”) and provided to the Representatives and their
counsel and (ii) the biographies of the Insiders and any other persons contained in the Registration Statement, Sale Preliminary
Prospectus and the Prospectus (to the extent a biography is contained) (“Biographies”) is true and correct in all material
respects and the Company has not become aware of any information which would cause the information disclosed in the Questionnaires
completed by each Insider or in the Biographies to become inaccurate, incorrect or incomplete in any material respect.
2.14 Litigation;
Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental
proceeding pending, or to the Company’s knowledge, assuming reasonable inquiry, threatened against or involving the Company or,
to the Company’s knowledge, assuming reasonable inquiry, any Insider or any shareholder or member of an Insider that would be reasonably
expected to have a Material Adverse Effect, that has not been disclosed, and that is required to be disclosed, in the Registration
Statement, the Sale Preliminary Prospectus or the Prospectus.
2.15 Good
Standing. The Company has been duly organized and is validly existing as an exempted company and is in good standing with the
Registrar of Companies in the Cayman Islands under the laws of the Cayman Islands. The Company is duly qualified to do business
and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct
of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition
(financial or otherwise), earnings, assets, prospects, business, operations or properties of the Company, whether or not arising
from transactions in the ordinary course of business (a “Material Adverse Effect”).
2.16 No Contemplation
of a Business Combination. As of the date of this Agreement, the Company has not selected any specific Business Combination
target (each a “Target Business”) and it has not, nor has anyone on its behalf, initiated any substantive discussions,
directly or indirectly, with any Business Combination target.
2.17 Transactions Requiring Disclosure
to FINRA.
2.17.1 Finder’s
Fees. Except as described in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus, there are no claims,
payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the
Company or any Insider with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings
of the Company or to the Company’s knowledge, assuming reasonable inquiry, any Insider that may affect the Underwriters’ compensation,
as defined by FINRA.
2.17.2 Payments
Within 180 Days. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any
person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing
to the Company persons who raised or provided capital to the Company; (ii) any “participating member, as defined in FINRA
Rule 5110, with respect to the Offering (”Participating Member“), within the 180-day period prior to the initial
filing of the Registration Statement, other than the prior payments to the Representatives in connection with the Offering. The
Company has not issued any warrants or other securities, or granted any options, directly or indirectly, to any Participating Member
within the 180-day period prior to the initial filing date of the Registration Statement. No person to whom securities of the Company
have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has, to the
Company’s knowledge (assuming reasonable inquiry), any relationship or affiliation or association with any Participating Member.
Except with respect to the Representatives in connection with the Offering, the Company has not entered into any agreement or arrangement
(including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the
initial filing date of the Registration Statement with the Commission, which arrangement or agreement provides for the receipt
of any “underwriting compensation” as defined in FINRA Rule 5110.
2.17.3 FINRA
Affiliation. No officer or director or any Insiders) of any class of the Company’s unregistered securities (whether debt or
equity, registered or unregistered, regardless of the time acquired or the source from which derived), or any affiliate of the
Company, has any direct or indirect affiliation or association with any Participating Member (as determined in accordance with
the rules and regulations of FINRA). The Company will advise the Representatives and EG&S if it learns that any officer or
director or any direct or indirect beneficial owner or affiliate of the Company (including any Insider) is or becomes an affiliate
or associated person of a Participating Member.
2.17.4 Share
Ownership. Except as disclosed in the FINRA Questionnaires provided to the Representatives, to the Company’s knowledge, assuming
reasonable inquiry, no officer or director or any direct or indirect beneficial owner (including any Insider) of any class of the
Company’s unregistered securities, or any affiliate of the Company, is an owner of shares or other securities of any Participating
Member (other than securities purchased on the open market).
2.17.5 Loans.
To the Company’s knowledge, assuming reasonable inquiry, no officer or director or any direct or indirect beneficial owner (including
any Insider) of any class of the Company’s unregistered securities, or any affiliate of the Company, has made a subordinated loan
to any Participating Member.
2.17.6 Proceeds
of the Offering. Except as described in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus, no proceeds
from the sale of the Public Securities (excluding underwriting compensation), the Private Placement Units or Option Private Placement
Units, if any, will be paid to any Participating Member, except as specifically authorized herein.
2.17.7 Conflicts
of Interest. To the Company’s knowledge, assuming reasonable inquiry, no Participating Member has a conflict of interest with
the Company. For this purpose, a “conflict of interest” exists when a Participating Member and/or its associated
persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding subordinated debt or common
equity, or 10% or more of the Company’s preferred equity.
2.18 Taxes.
2.18.1 There are
no transfer taxes or other similar fees or charges under U.S. federal law or the laws of any U.S. state or any political subdivision
of the United States, required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale
by the Company of the Public Securities.
2.18.2 The Company
has filed all U.S. federal, state and local tax returns required to be filed with taxing authorities prior to the date hereof in
a timely manner or has duly obtained extensions of time for the filing thereof (except in any case in which the failure so to file
would not reasonably be expected to have a Material Adverse Effect). The Company has paid all taxes shown as due on such returns
that were filed and has paid all taxes imposed on it and any other assessment, fine or penalty levied against it, to the extent
that any of the foregoing is due and payable, except as would not be reasonably expected to have a Material Adverse Effect. The
Company has made appropriate provisions in the applicable financial statements referred to in Section 2.5.1 above
in respect of all federal, state, local and foreign income taxes for all current or prior periods as to which the tax liability
of the Company has not been finally determined.
2.19 Foreign Corrupt Practices
Act; Anti-Money Laundering; Patriot Act.
2.19.1 Foreign
Corrupt Practices Act. Neither the Company nor to the Company’s knowledge, assuming reasonable inquiry, any of the Insiders
or any other person acting on behalf of the Company has, directly or indirectly, given or agreed to give any money, gift or similar
benefit (other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee
or agent of a customer or supplier, or official or employee of any governmental agency or instrumentality of any government (domestic
or foreign) or any political party or candidate for office (domestic or foreign) or other person who was, is, or may be in a position
to help or hinder the business of the Company (or assist it in connection with any actual or proposed transaction) that (i) might
subject the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not
given in the past, might have had a Material Adverse Effect, or (iii) if not continued in the future, might adversely affect
the assets, business or operations of the Company. The Company has taken reasonable steps to ensure that its accounting controls
and procedures are sufficient to cause the Company to comply in all material respects with the Foreign Corrupt Practices Act of
1977, as amended.
2.19.2 Currency
and Foreign Transactions Reporting Act. The operations of the Company are and have been conducted at all times in compliance
with (i) the requirements of the U.S. Treasury Department Office of Foreign Asset Control and (ii) applicable financial
recordkeeping and reporting requirements of the Currency and Foreign Transaction Reporting Act of 1970, as amended, including the
Money Laundering Control Act of 1986, as amended, the rules and regulations thereunder and any related or similar money laundering
statutes, rules, regulations or guidelines, issued, administered or enforced by any Federal governmental agency (collectively,
the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the Company’s
knowledge, assuming reasonable inquiry, threatened.
2.19.3 Patriot
Act. Neither the Company nor to the Company’s knowledge, assuming reasonable inquiry, any Insider has violated the Bank Secrecy
Act of 1970, as amended, or Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism (USA PATRIOT ACT) Act of 2001, and/or the rules and regulations promulgated under any such law, or any successor law.
2.20 Officer’s
Certificate. Any certificate signed by any duly authorized officer of the Company in connection with the Offering and delivered
to the Representatives or to EG&S shall be deemed a representation and warranty by the Company to the Underwriters as to the
matters covered thereby.
2.21 Agreements With Insiders.
2.21.1 Insider
Letter. On the date of this Agreement, the Company will cause to be duly executed and delivered to the Underwriters a legally
binding and enforceable agreement (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 noncompete
provision may be limited under foreign, federal and state securities laws, and (iii) that the remedy of specific performance
and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought), a form of which is annexed as an exhibit to the Registration Statement (the
“Insider Letter”), pursuant to which each of the Insiders of the Company agrees to certain matters. The Insider
Letter shall not be amended, modified or otherwise changed in any material respect without the prior written consent of the Representatives.
2.21.2 Purchase
Agreements. On the date of this Agreement, each PPU Investor has executed and delivered to the Underwriters a Private Placement
Units Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (each, a “Purchase Agreement”
and collectively, the “Purchase Agreements”), pursuant to which each PPU Investor will, among other things, on
the Closing Date, consummate the purchase of and deliver the purchase price for such PPU Investor’s Private Placement Units. Pursuant
to each Purchase Agreement, (i) each PPU Investor has waived any and all rights and claims they may have to any proceeds,
and any interest thereon, held in the Trust Account in respect of the Private Placement Units, and (ii) $2,625,000 of the proceeds
from the sale of the Private Placement Units and all of the proceeds from the sale of the Option Private Placement Units, if any,
will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date and
Option Closing Date (if any) as provided for in each Purchase Agreement.
2.21.3 Administrative
Services. On the date of this Agreement, the Company and an affiliate of the Sponsor will enter into an agreement (the “Services
Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, pursuant to which such affiliate
will make available to the Company general and administrative services including office space, secretarial and administrative services
for the Company’s use for $10,000 per month payable until the earlier of the consummation by the Company of a Business Combination
or the liquidation of the Trust Account, on the terms and subject to the conditions set forth in the Services Agreement.
2.21.4 Registration
Rights Agreement. On the date of this Agreement, the Company, the Sponsor and the Company’s officers and directors will enter
into and deliver to the Underwriters a Registration Rights Agreement (the “Registration Rights Agreement”) substantially
in the form annexed as an exhibit to the Registration Statement, whereby such parties will be entitled to certain registration
and shareholder rights with respect to the securities they hold or may hold, as set forth in such Registration Rights Agreement
and described more fully in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.
2.21.5 Loans.
The Sponsor has agreed to make loans to the Company in the aggregate amount of up to $150,000 (the “Insider Loans”)
pursuant to a promissory note substantially in the form annexed as an exhibit to the Registration Statement. The Insider Loans
do not bear any interest and are repayable by the Company on the earlier of February 28, 2022 or the consummation of the Offering.
2.22 Investment
Management Trust Agreement. On the date of this Agreement, the Company has entered into and delivered to the Underwriters the
Trust Agreement with respect to certain proceeds of the Offering and the Unit Private Placement substantially in the form annexed
as an exhibit to the Registration Statement.
2.23 Warrant
Agreement. On the date of this Agreement, the Company has entered into and delivered to the Underwriters a warrant agreement
with respect to the Warrants underlying the Units and Private Placement Warrants and certain other warrants that may be issued
by the Company with CST&T substantially in the form filed as an exhibit to the Registration Statement (the “Warrant
Agreement”).
2.24 No Existing
Non-Competition Agreements. No Insider is subject to any non-competition agreement or non-solicitation agreement with any employer
or prior employer which could materially affect his ability to be an employee, officer and/or director of the Company, except as
disclosed in the Registration Statement.
2.25 Investments.
No more than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940, as amended
(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) or money market funds meeting the conditions of Rule 2a-7 of the Investment Company Act.
2.26 Investment
Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application
of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register
as an “investment company” under the Investment Company Act.
2.27 Subsidiaries.
The Company does not own an interest in any other corporation, partnership, limited liability company, joint venture, trust or
other business entity.
2.28 Related
Party Transactions. No relationship, direct or indirect, exists between or among the Company, on the one hand, and any Insider,
on the other hand, which is required by the Act, the Exchange Act or the Regulations to be described in the Registration Statement,
the Sale Preliminary Prospectus and the Prospectus which is not so described as required. There are no outstanding loans, advances
(except normal advances for business expenses in the ordinary course of business), or guarantees of indebtedness by the Company
to or for the benefit of any of the officers or directors of the Company or any of their respective family members, except as disclosed
in the Registration Statement, the Sale Preliminary Prospectus and Prospectus. The Company has not extended or maintained credit,
arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director
or officer of the Company.
2.29 No Influence.
The Company has not offered, or caused the Underwriters to offer, the Firm Units to any person or entity with the intention of
unlawfully influencing: (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s or supplier’s
level or type of business with the Company or such affiliate or (b) a journalist or publication to write or publish favorable information
about the Company or any such affiliate.
2.30 Xxxxxxxx-Xxxxx.
The Company is, or on the Closing Date will be, in material compliance with the provisions of the Xxxxxxxx-Xxxxx Act of 2002, as
amended, and the rules and regulations promulgated thereunder and related or similar rules or regulations promulgated by any governmental
or self-regulatory entity or agency, that are applicable to it as of the date hereof or thereof.
2.31 Distribution
of Offering Material by the Company. The Company has not distributed and will not distribute, prior to the later of the Closing
Date and the completion of the distribution of the Units, any offering material in connection with the offering and sale of the
Units other than the Sale Preliminary Prospectus and the Prospectus, in each case as supplemented and/or amended.
2.32 Listing
on Nasdaq. The Public Securities have been authorized for listing, subject to official notice of issuance and evidence of satisfactory
distribution, on the Nasdaq Global Market (“Nasdaq”), and the Company knows of no reason or set of facts that
is likely to adversely affect such authorization.
2.33 Board
of Directors. As of the Effective Date, the Board of Directors of the Company will be comprised of the persons set forth as
“Directors” or “Director nominees” under the heading of the Sale Preliminary Prospectus and the Prospectus
captioned “Management.” As of the Effective Date, the qualifications of the persons serving as board members and the
overall composition of the board will comply with the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder and the rules
of Nasdaq that are, in each case, applicable to the Company. As of the Effective Date, the Company will have an Audit Committee
that satisfies the applicable requirements under the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder and the rules
of Nasdaq.
2.34 Emerging
Growth Company. From its formation through the date hereof, the Company has been and is an “emerging growth company,”
as defined in Section 2(a) of the Act (an “Emerging Growth Company”).
2.35 No Disqualification
Events. Neither the Company, nor any of its predecessors or any affiliated issuer, nor any director, executive officer, or
other officer of the Company participating in the Offering, nor any beneficial owner of 20% or more of the Company’s outstanding
voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under
the Act) connected with the Company in any capacity at the time of sale (each, a “Company Covered Person”) is
subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Act (a “Disqualification
Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable
care to determine whether any Company Covered Person is subject to a Disqualification Event. The Company has complied, to the extent
applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Representatives a copy of any disclosures
provided thereunder.
2.36 Free-Writing
Prospectus and Testing-the-Waters. The Company has not made any offer relating to the Public Securities that would constitute
an issuer free writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing
prospectus” as defined in Rule 405. The Company: (a) has not engaged in any Testing-the-Waters Communication other than Testing-the-Waters
Communications with the consent of the Representatives 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 Representatives and individuals
engaged by the Representatives. 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.
3. Covenants of the Company.
The Company covenants and agrees as follows:
3.1 Amendments
to Registration Statement. The Company will deliver to the Representatives, prior to filing, any amendment or supplement to
the Registration Statement, any Preliminary Prospectus or the Prospectus proposed to be filed after the Effective Date and the
Company shall not file any such amendment or supplement to which the Representatives 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 its best efforts to comply with
all requirements imposed upon it by the Act, the Regulations, and the Exchange Act, and by the regulations under the Exchange Act,
as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance
with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to
the Securities is required to be delivered under the Act, any event shall have occurred as a result of which, in the opinion of
counsel for the Company or counsel for the Representatives, the Prospectus, as then amended or supplemented, includes an untrue
statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend
or supplement the Prospectus to comply with the Act, the Company will notify the Representatives promptly and prepare and file
with the Commission, subject to Section 3.1 hereof, an appropriate amendment or supplement in accordance with
Section 10 of the Act.
3.2.2 Filing
of Final Prospectus. The Company will file the Prospectus (in form and substance satisfactory to the Representatives) with
the Commission pursuant to the requirements of Rule 424 of the Regulations.
3.2.3 Exchange
Act Registration. The Company will use its best efforts to maintain the registration of the Class A Ordinary Shares (or any
successor security for which Class A Ordinary Shares are exchangeable in connection with a Business Combination) and the Warrants
under the provisions of the Exchange Act (except in connection with a going-private transaction) for a period of five years from
the Effective Date, or until the Company is required to be liquidated or is acquired, if earlier, or, in the case of the Warrants,
until the Warrants expire and are no longer exercisable or have been exercised or redeemed in full. The Company will not deregister
the Public Securities under the Exchange Act without the prior written consent of the Representatives prior to the Business Combination.
3.2.4 Exchange
Act Filings. From the Effective Date until the earlier of the Company’s initial Business Combination, or its liquidation and
dissolution, the Company shall timely file with the Commission via the Electronic Data Gathering, Analysis and Retrieval System
(“XXXXX”) such statements and reports as are required to be filed by it under Section 12(b) of the Exchange Act.
3.2.5 Xxxxxxxx-Xxxxx
Compliance. As soon as it is legally required to do so, the Company shall take all actions necessary to obtain and thereafter
maintain material compliance with each applicable provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated
thereunder and related or similar rules and regulations promulgated by any other governmental or self-regulatory entity or agency
with jurisdiction over the Company.
3.3 Free-Writing
Prospectus. The Company agrees that it will not make any offer relating to the Public Securities that would constitute an issuer
free writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing prospectus”
as defined in Rule 405, without the prior consent of the Representatives.
3.4 Delivery
to Underwriters of Prospectuses. The Company will deliver to the Underwriters, without charge and from time to time during
the period when the Prospectus is required to be delivered under the Act or the Exchange Act, such number of copies of each Preliminary
Prospectus and the Prospectus as the Underwriters may reasonably request.
3.5 Effectiveness
and Events Requiring Notice to the Representatives. The Company will use its best efforts to cause the Registration Statement
to remain effective and will notify the Representatives as promptly as reasonably possible and confirm the notice in writing: (i) of
the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or preventing or suspending
the use of any Preliminary Prospectus or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose;
(iii) of the issuance by any foreign or state securities commission of any proceedings for the suspension of the qualification
of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for
that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration
Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and
(vi) of the happening of any event that, in the reasonable judgment of the Company, makes any statement of a material fact made
in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement
or the Prospectus in order to make the statements therein, and in light of the circumstances under which they were made, not misleading.
If the Commission or any foreign or state securities commission shall enter a stop order or suspend such qualification at any time,
the Company will make every reasonable effort to obtain promptly the lifting of such order.
3.6 Affiliated Transactions.
3.6.1 Business
Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless
(i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly
renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a
majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
3.6.2 Compensation
to Insiders. Except as disclosed in the Prospectus or any other filing with the Commission, the Company shall not pay any of
the Insiders or any of their affiliates any fees or compensation from the Company, for services rendered to the Company prior to,
or in connection with, the consummation of a Business Combination.
3.7 Reports
to the Representatives. For a period from the Effective Date until such time when the Company either completes its Business
Combination or is required to be liquidated, the Company will furnish to the Representatives 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 Representatives: (i) a copy of each periodic report the Company files with
the Commission, (ii) a copy of every press release and every news item and article with respect to the Company or its affairs
that was released by the Company, (iii) a copy of each current Report on Form 8-K or Schedules 13D, 13G, 14D-1 or 13E-4 received
or prepared by the Company, (iv) two copies of each registration statement filed by the Company with the Commission under
the Act, and (v) such additional documents and information with respect to the Company and the affairs of any future subsidiaries
of the Company as the Representatives may from time to time reasonably request; provided the Representatives shall sign, if requested
by the Company, a Regulation FD compliant confidentiality agreement which is reasonably acceptable to the Representatives and their
counsel in connection with the Representatives’ receipt of such information. Documents filed with the Commission pursuant to its
XXXXX system shall be deemed to have been delivered to the Representatives pursuant to this Section.
3.8 Transfer
Agent. For a period from the Effective Date until such time when the Company either completes its business combination or is
required to be liquidated, the Company shall retain a transfer agent and warrant agent acceptable to the Representatives. CST&T
is acceptable to the Representatives.
3.9 Payment
of Expenses. 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 Company expenses incident to the performance of the obligations of the Company under this Agreement,
including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing,
filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the
Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the
printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof
or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred
in connection with conducting background checks of the Company’s management team, not to exceed a maximum of $3,500 per person
(in the case investigations and background checks in U.S. jurisdictions) and $4,500 per person (in the case of investigations
and background checks in non-U.S. jurisdictions), (iv) the preparation, printing, engraving, issuance and delivery of the Units,
the Class A Ordinary Shares and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing
fees incurred in registering the Offering with FINRA and the reasonable fees of counsel not to exceed $15,000 in connection therewith,
(vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and
the Underwriters together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) reasonable
expenses of the Company and the Underwriters associated with “road show” meetings arranged by the Representatives and
any presentations made available by way of a net roadshow, including without limitation trips for the Company’s management to
meet with prospective investors, and all travel, food and lodging expenses associated with such trips incurred by the Company
or such management; and (ix) all other costs and expenses customarily borne by an issuer incident to the performance of its
obligations hereunder which are not otherwise specifically provided for in this Section 3.9. If the Offering is consummated,
the Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set
forth above (which shall be mutually agreed upon between the Company and the Representatives prior to Closing) to be paid by the
Company to the Representatives. If the Offering is not consummated for any reason (other than a breach by the Representatives
of any of its obligations hereunder), then the Company shall reimburse the Representatives in full for its out-of-pocket accountable
expenses actually incurred through such date, up to an aggregate of $50,000. It is understood, however, that, except as provided
in this Section 3.9 and in Sections 5 and 9.3 hereof, the Underwriters will pay all of their own costs and expenses, including
the fees of their counsel.
3.10 Application
of Net Proceeds. The Company will apply the net proceeds from the Offering and Unit Private Placement received by it in a manner
materially consistent with the application described under the caption “Use of Proceeds” in the Prospectus.
3.11 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 last day of the fifteenth 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 consecutive
months beginning after the Effective Date. Any financial statements filed or furnished on the Commission’s XXXXX website will be
considered to be generally available to security holders for purposes of this Section 3.11.
3.12 Notice to FINRA.
3.12.1 Notice
to the Representatives. For a period of 60 days after the date of the Prospectus, in the event any person or entity (regardless
of any FINRA affiliation or association) is engaged, in writing, to assist the Company in its search for a Target Business or to
provide any other services in connection therewith, the Company will provide the following to the Representatives 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
Participating Member with respect to the Offering. The Company also agrees that, if required by law, proper disclosure of such
arrangement or potential arrangement will be made in the tender offer documents or proxy statement which the Company will file
with the Commission in connection with the Business Combination.
3.12.2 FINRA.
The Company shall advise the Representatives if it is aware that any 10% or greater shareholder of the Company becomes a Participating
Member.
3.12.3 Broker/Dealer.
In the event the Company intends to register as a broker/dealer, merge with or acquire a registered broker/dealer, or otherwise
become a member of FINRA, it shall promptly notify FINRA.
3.13 Stabilization.
Neither the Company, nor to its knowledge, assuming reasonable inquiry, any of its employees, directors or shareholders (without
the consent of the Representatives) 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.
3.14 Intentionally Omitted.
3.15 Payment
of Deferred Underwriting Commission on Business Combination. Upon the consummation of the Company’s initial Business Combination,
the Company agrees that it will cause the Trustee to pay the Deferred Underwriting Commission directly from the Trust Account to
the Representatives, in accordance with Section 1.3. The Representatives shall have no claim to payment of any interest
earned on the portion of the proceeds held in the Trust Account representing the Deferred Underwriting Commission.
3.16 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 GAAP and to maintain accountability for
assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the
recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.
3.17 Accountants.
Until the earlier of five years from the Effective Date or until such earlier time upon which the Company is required to be liquidated,
the Company shall retain UHY or another nationally recognized independent registered public accounting firm.
3.18 Form
8-K. The Company shall, on or prior to the date hereof, retain its independent registered public accounting firm to audit the
balance sheet of the Company as of the Closing Date (“Audited Financial Statements”) reflecting the receipt by
the Company of the proceeds of the Offering and the Unit Private Placement. Within four Business Days after the Closing Date,
the Company shall file a Current Report on Form 8-K with the Commission, which Report shall contain the Company’s Audited Financial
Statements. Promptly after the Option Closing Date, if the Over-allotment Option is exercised after the Closing Date, the Company
shall file with the Commission a Current Report on Form 8-K or an amendment to the Form 8-K to provide updated financial information
to reflect the exercise of such option.
3.19 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 to EG&S.
3.20 Investment
Company. The Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested only as provided
for in the Trust Agreement and disclosed in the Prospectus. The Company will 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
shall be engaged in a business other than that of investing, reinvesting, owning, holding or trading securities.
3.21 Amendments
to Charter Documents. The Company covenants and agrees, that prior to its initial Business Combination it will not seek to
amend or modify its Charter Documents, except as in compliance with the provisions set forth therein.
3.22 Press
Releases. The Company agrees that it will not issue press releases or engage in any other publicity, without the Representatives’
prior written consent (not to be unreasonably withheld), for a period of 25 days after the Closing Date. Notwithstanding the
foregoing, in no event shall the Company be prohibited from issuing any press releases required by law, except that including the
name of any Underwriter therein shall require the prior written consent of such Underwriter.
3.23 Insurance.
The Company will maintain directors’ and officers’ insurance (including, without limitation, insurance covering the Company, its
directors and officers for liabilities or losses arising in connection with this Offering, including, without limitation, liabilities
or losses arising under the Act, the Exchange Act, the Regulations and any applicable foreign securities laws) until the consummation
of the initial business combination.
3.24 Electronic
Prospectus. The Company shall cause to be prepared and delivered to the Underwriters, at the Company’s expense, promptly, but
in no event later than two Business Days from the Effective Date of this Agreement, an Electronic Prospectus to be used by
the Underwriters in connection with the Offering. As used herein, the term “Electronic Prospectus” means a form
of prospectus, and any amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded
in an electronic format, such as PDF, satisfactory to the Representatives, that may be transmitted electronically by the Underwriters
to offerees and purchasers of the Units for at least the period during which a prospectus relating to the Units is required to
be delivered under the Act; (ii) it shall disclose the same information as the prospectus filed pursuant to XXXXX; and (iii) it
shall be convertible into a paper format or an electronic format, satisfactory to the Representatives, that will allow recipients
thereof to store and have continuously ready access to the prospectus at any future time, without charge to such recipients (other
than any fee charged for subscription to the Internet as a whole and for on-line time).
3.25 Private
Placement Proceeds. On or prior to the Closing Date and each Option Closing Date, if any, the Company shall have caused the
applicable proceeds from the Unit Private Placement and the Option Private Placement Units, if any, to be deposited into the Trust
Account in accordance with the Purchase Agreements.
3.26 Future
Financings. The Company agrees that neither it, nor any successor or subsidiary of the Company, will consummate any public
or private equity or debt financing prior to the consummation of a Business Combination, unless all investors in such financing
expressly waive, in writing, any rights in or claims against the Trust Account with respect to such financing.
3.27 Amendments
to Agreements. Prior to the consummation of the Business Combination, the Company shall not amend, modify or otherwise change
the Warrant Agreement, Trust Agreement, Registration Rights Agreement, Purchase Agreements, Services Agreement or any Insider Letter
without the prior written consent of the Representatives, which will not be unreasonably withheld.
3.28 Maintenance
of Nasdaq Listing. Until the consummation of a Business Combination, the Company will use its best efforts to maintain the
listing of the Public Securities on Nasdaq or another national securities exchange acceptable to the Representatives.
3.29 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 Private Placement Warrants outstanding from time to time.
3.30 Notice
of Disqualification Events. The Company will notify the Representatives in writing, prior to the Closing Date, of (i) any
Disqualification Event relating to any Company Covered Person and (ii) any event that would, with the passage of time, become
a Disqualification Event relating to any Company Covered Person.
3.31 Disqualification
of S-1. Until the earlier of seven years from the date hereof or until the Warrants have either expired and are no longer exercisable
or have all been exercised, the Company will not take any action or actions that prevent or disqualify the Company’s use of Form
S-1 (or other appropriate form) for the registration of the Class A Ordinary Shares issuable upon exercise of the Warrants under
the Act.
4. Conditions
of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Units, as provided herein, shall
be subject to the continuing accuracy in all material respects 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 in all material respects by the Company of its obligations
hereunder and to the following conditions:
4.1 Regulatory Matters.
4.1.1 Effectiveness
of Registration Statement. The Registration Statement shall have become effective not later than 4:00 p.m., New York time,
on the date of this Agreement or such later date and time as shall be consented to in writing by the Representatives.
4.1.2 FINRA
Clearance. By the Effective Date, the Underwriters shall have received a letter of no objections from FINRA as to the terms
and arrangements and the amount of compensation allowable or payable to the Underwriters as described in the Registration Statement.
4.1.3 No
Commission Stop Order. At the Closing Date, the Commission shall not have issued any order or threatened to issue any order
preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any part thereof, and shall not have instituted
or, to the Company’s knowledge, assuming reasonable inquiry, threatened to institute any proceedings with respect to such an order.
4.1.4 Listing
on Nasdaq. The Securities shall have been approved for listing on Nasdaq, subject to official notice of issuance and evidence
of satisfactory distribution, satisfactory evidence of which shall have been provided to the Representatives.
4.2 Company Counsel Matters.
4.2.1 Closing
Date and Option Closing Date Opinions of Counsel. On the Closing Date and the Option Closing Date, if any, the Representatives
shall have received (i) the opinion and negative assurance statement of Xxxxxxx LLP (“Venable”), dated the Closing
Date or the Option Closing Date, as the case may be, addressed to the Representatives as representatives for the several Underwriters
and in form and substance reasonably satisfactory to the Representatives and EG&S. and (ii) the favorable opinion and negative
assurance letter of EG&S, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Representatives
as representatives for the several Underwriters and in form and substance reasonably satisfactory to the Representatives. In rendering
such opinion and negative assurance, Venable and EG&S may rely on the matters specified in Section 4.2.2 hereof.
4.2.2 Reliance.
In rendering such opinion, such counsel may rely as to matters of fact, to the extent they deem proper, on certificates or other
written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents
respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates
shall be delivered to the Representatives counsel if requested. The opinion of 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 Comfort
Letter. At the time this Agreement is executed, and at the Closing Date and Option Closing Date, if any, the Representatives
shall have received a letter or letters, addressed to the Representatives as representatives for the several Underwriters and in
form and substance reasonably satisfactory in all respects to the Representatives from UHY dated, respectively, as of the date
of this Agreement and as of the Closing Date and Option Closing Date, if any.
4.4 Officers’ Certificates.
4.4.1 Officers’
Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representatives shall have received a certificate
of the Company signed by the Chief Executive Officer and the Chief Financial Officer of the Company (in their capacities as such),
dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed
in all material respects all covenants and complied with all conditions required by this Agreement to be performed or complied
with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions
set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option
Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof
are true and correct. In addition, the Representatives will have received such other and further certificates of officers of the
Company (in their capacities as such) as the Representatives may reasonably request.
4.4.2 Secretary’s
Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representatives shall have received a certificate
of the Company signed by the Secretary of the Company (or any person fulfilling an equivalent role), dated the Closing Date or
the Option Date, as the case may be, respectively, certifying (i) that the Charter Documents are true and complete, have not
been modified and are in full force and effect, (ii) that the resolutions of the Company’s Board of Directors relating to
the public offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) as to the
accuracy and completeness of all correspondence between the Company or its counsel and the Commission, (iv) as to the accuracy
and completeness of all correspondence between the Company or its counsel and the Nasdaq and (v) as to the incumbency of the
officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
4.5 No Material
Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material
adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities,
financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement
and the Prospectus, (ii) no action, suit or proceeding, at law or in equity, shall have been pending or threatened against
the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency
wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition
or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall
have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable
inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus
and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance
with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations,
and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto
shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading.
4.6 Delivery
of Agreements. On the Effective Date, the Company shall have delivered to the Representatives executed copies of the Transaction
Documents and all of the Insider Letters.
5. Indemnification.
5.1 Indemnification
of the Underwriters. Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless each of the
Underwriters and their affiliates, and each dealer selected by the Underwriters that participates in the offer and sale of the
Securities (each a “Selected Dealer”) and each of their respective directors, officers, agents, partners, members
and employees and each person, if any, who controls within the meaning of Section 15 of the Act or Section 20(a) of the Exchange
Act (“Controlling Person”) any Underwriter, against any and all loss, liability, claim, damage and expense whatsoever
as incurred to which they or any of them may become subject under the Act, the Exchange Act or any other statute or at common law
or otherwise or under the laws of foreign countries, arising out of or based upon any untrue statement or alleged untrue statement
of a material fact contained in (i) the Registration Statement, any Preliminary Prospectus including the Sale Preliminary
Prospectus or the Prospectus (as from time to time each may be amended and supplemented, including, but not limited to any information
deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C); (ii) any materials or information provided to
investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities, including
any “road show” or investor presentations made to investors by the Company (whether in person or electronically);
(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
Public Securities under the securities laws thereof or filed with the Commission, any foreign or state securities commission or
agency, the New York Stock Exchange (the “NYSE”), Nasdaq, the Nasdaq Capital Market, the Nasdaq Global Select
Market, any other securities exchange or the Over-the-Counter Bulletin Board ( the “OTCBB”); or (iv) any
post-effective amendments to the Registration Statement or Prospectus or new Registration Statement or Prospectus filed by the
Company with the Commission, any state securities commission or agency, OTCBB or any securities exchange; or (v) the omission
or alleged omission from the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus or the
Prospectus or subsequent filing by the Company under clause (iv) 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, and to reimburse
each Underwriter, its affiliates, each Selected Dealer and each of their respective directors, officers, partners, agents, members
and employees and each Controlling Person, if any, for any and all reasonable expenses (including the reasonable fees and disbursements
of counsel chosen by the Underwriters) as such expenses are incurred by each Underwriter, its affiliates, such Selected Dealer
or each of their respective directors, officers, partners, agents, members and employees or any such Controlling Person in connection
with investigating, defending, settling, compromising or paying any such loss, claim damage, liability, expense or action, whether
or not any such person is a party to any such claim or action and including any and all reasonable legal and other expenses incurred
in giving testimony or furnishing documents in response to a subpoena or otherwise; provided however, that the foregoing agreement
shall not apply to any loss, claim, damage, liability or expenses to the extent, but only to the extent, arising out of or based
upon (x) any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity
with the Underwriters’ Information provided expressly for use in the Registration Statement, any Preliminary Prospectus including
the Sale Preliminary Prospectus or the Prospectus, or any amendment or supplement thereof, or in any application, as the case may
be, or the jurisdictions listed in the section entitled “Underwriting” in the Registration Statement, any Preliminary
Prospectus including the Sale Preliminary Prospectus or the Prospectus, or any amendment or supplement thereof, as the case may
be; (y) the use of the Sale Preliminary Prospectus or Prospectus in violation of any stop order or other notice received by the
Underwriters indicating the then current Prospectus is not to be used in connection with the sale of any Securities or (z) any
Underwriter otherwise failing in its prospectus delivery obligations. The Company agrees promptly to notify the Representatives
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 Registration Statement, the Sale Preliminary
Prospectus or the Prospectus. The indemnity agreement set forth in this Section 5.1 shall be in addition to any liabilities that
the Company may otherwise have.
5.2 Indemnification
of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors,
its officers who signed the Registration Statement and each Controlling Person of the Company, if any, and their affiliates, against
any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to the Underwriter,
as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration
Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement
thereto, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to, any Underwriter
by or on behalf of any Underwriter expressly for use in, the Registration Statement, any Preliminary Prospectus including the Sale
Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, and to reimburse the Company or any such director,
officer or Controlling Person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating,
defending, settling, compromising or paying any such loss, claim damage, liability, expense or action; provided, however, that
the obligation of each Underwriter to indemnify the Company (including any director, officer or Controlling Person thereof), shall
be limited to the commissions received by such Underwriter in connection with the Securities underwritten by it pursuant to this
Agreement. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly
for use in the Registration Statement, the Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or
any amendment or supplement thereto, shall consist solely of the Underwriters’ Information. The indemnity agreement set forth in
this Section 5.2 shall be in addition to any liabilities that the Underwriters may otherwise have.
5.3 Notifications
and Other Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 5 of
notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying
party under this Section 5, notify the indemnifying party in writing of the commencement thereof, but the failure to
so notify the indemnifying party (i) will not relieve it from liability under Sections 5.1 or 5.2 above
unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying
party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations
to any indemnified party other than the indemnification obligation provided in Sections 5.1 or 5.2 above.
In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity
from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it shall elect,
jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after
receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel satisfactory to such indemnified
party; provided, however, (a) if the defendants in any such action include both the indemnified party and the indemnifying party
and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party
and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or
other indemnified parties that are different from or additional to those available to the indemnifying party, or (b) the indemnifying
party agrees to such separate representation, then, in each case, the indemnified party or parties shall have the right to select
separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified
party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying party’s election
so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable
to such indemnified party under this Section 5 for any legal or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance
with the provision to the preceding sentence reasonably approved by the indemnifying party (or by the Underwriters in the case
of Section 5.2), representing the indemnified parties who are parties to such action), (ii) the indemnifying party
shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time
after notice of commencement of the action, or (iii) the indemnifying party is not defending such action in good faith, in each
of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party. An indemnifying party who is
not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than
one counsel (as well as one local counsel for each applicable jurisdiction) for all parties indemnified by such indemnifying party
with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between
such indemnified party and any other of such indemnified parties with respect to such claim.
5.4 Settlements.
The indemnifying party under this Section 5 shall not be liable for any settlement of any proceeding effected
without its written consent, which shall not be withheld, delayed or conditioned unreasonably, but if settled with such consent
or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any
loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if
at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses
of counsel as contemplated by Section 5.3 hereof, the indemnifying party agrees that it shall be liable for any
settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days
after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed
the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without
the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any
pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity
was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes
an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action,
suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by
or on behalf of any indemnified party.
5.5 Contribution.
5.5.1 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 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, each Underwriter shall contribute to the aggregate losses, liabilities, claims, damages and expenses
of the nature contemplated by said indemnity agreement incurred by the Company and each Underwriter, as incurred, in such proportion
as is represented by the percentage of the underwriting discount appearing on the cover page of the Prospectus as compared to the
offering price per Unit and the Company shall be responsible for the balance; provided, that, no person guilty of a fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) with respect to any action or claim shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation with respect to such action or claim. If the
allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Underwriters shall
contribute in such proportion as is appropriate to reflect the relative fault of the Company and the Underwriters in connection
with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable
considerations. The relative fault of the Company and the Underwriters shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact
relates to information furnished by the Company or the Underwriters and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. Notwithstanding the provisions of this Section 5.5.1,
no Underwriter shall be required to contribute any amount in excess of the underwriting commissions received by such Underwriter
in connection with the Securities underwritten by it and distributed to the public pursuant to this Agreement. For purposes of
this Section, each director, officer, agent, partner, member 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 such Underwriter or the Company, as applicable.
5.5.2 Contribution
Procedure. Within fifteen days after receipt by any party to this Agreement (or its representatives) 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 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 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 5.5 are several and not joint.
6. Default by an Underwriter.
6.1 Default
Not Exceeding 10% of Firm Units. If any Underwriter or Underwriters shall default in its or their obligations to purchase the
Firm Units and if the number of the Firm Units with respect to which such default relates does not exceed in the aggregate 10%
of the number of Firm Units that all Underwriters have agreed to purchase hereunder, then such Firm Units to which the default
relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.
6.2 Default
Exceeding 10% of Firm Units. In the event that the default addressed in Section 6.1 above relates to more
than 10% of the Firm Units, the Representatives may, in its discretion, arrange for it or for another party or parties to purchase
such Firm Units to which such default relates on the terms contained herein. If within one Business Day after such default
relating to more than 10% of the Firm Units the Representatives do not arrange for the purchase of such Firm Units, then the Company
shall be entitled to a further period of one Business Day within which to procure another party or parties satisfactory to
the Representatives to purchase said Firm Units on such terms. In the event that neither the Representatives nor the Company arrange
for the purchase of the Firm Units to which a default relates as provided in this Section 6, this Agreement may
be terminated by the Representatives or the Company without liability on the part of the Company (except as provided in Sections
3.10, 5, and 9.3 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided that
nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company
for damages occasioned by its default hereunder.
6.3 Postponement
of Closing Date. In the event that the Firm Units to which the default relates are to be purchased by the non-defaulting Underwriters,
or are to be purchased by another party or parties as aforesaid, the Representatives or the Company shall have the right to postpone
the Closing Date for a reasonable period, but not in any event exceeding five Business Days, in order to effect whatever changes
may thereby be made necessary in the Registration Statement and/or the Prospectus, as the case may be, or in any other documents
and arrangements, and the Company agrees to file promptly any amendment to, or to supplement, the Registration Statement and/or
the Prospectus, as the case may be, that in the reasonable opinion of counsel for the Company or the Underwriters may thereby be
made necessary. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 6 with
like effect as if it had originally been a party to this Agreement with respect to such securities.
7. Additional Covenants.
7.1 Additional
Shares or Options. The Company hereby agrees that until the consummation of a Business Combination, it shall not issue any
Class A Ordinary Shares or any options or other securities convertible into Class A Ordinary Shares, or any preferred shares or
other securities of the Company which participate in any manner in the Trust Account or which vote as a class with the Class A
Ordinary Shares on a Business Combination.
7.2 Trust
Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing
its due diligence investigation of any prospective Target Business or obtaining the services of any vendor to have such Target
Business and/or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar
document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has
read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $76,125,000 (without
giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion
of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to
the Public Shareholders in the event they elect to redeem Class A Ordinary Shares contained in the Public Securities in connection
with the consummation of a Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business
Combination within the time period set forth in the Charter Documents and the Prospectus, or (iii) to the Company after or
concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing
to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the
services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest
or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the
future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse
against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as
Exhibits A and B respectively. The Company may forego obtaining such waivers only if the Company shall have received the approval
of its Chief Executive Officer and the approving vote of at least a majority of its Board of Directors.
7.3 Insider
Letters. The Company shall not take any action or omit to take any action which would cause a breach of any Insider Letter
and will not allow any amendments to, or waivers of, any such Insider Letter without the prior written consent of the Representatives.
7.4 Joint
Written Instruction. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed
by both the Company and the Representatives with respect to the transfer of the funds held in the Trust Account from the Trust
Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business
Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of
the Representatives.
7.4 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.
7.5 Tender
Offer Documents, Proxy Materials and Other Information. The Company shall provide to the Representatives or their counsel (if
so instructed by the Representatives) with a copy of all tender offer documents or proxy information and all related material filed
with the Commission in connection with a Business Combination concurrently with such filing with the Commission. Documents filed
with the Commission pursuant to its XXXXX system shall be deemed to have been provided to the Representatives pursuant to this
Section. In addition, the Company shall furnish any other state in which its initial public offering was registered, such information
as may be requested by such state.
7.6 Emerging
Growth Company. The Company shall promptly notify the Representatives if the Company ceases to be an Emerging Growth Company
at any time prior to the completion of the distribution of the Securities within the meaning of the Act.
7.7 Target
Net Assets. The Company agrees that the Target Business that it acquires must have a fair market value equal to at least 80%
of the assets held in the Trust Account at the time of signing the definitive agreement for the Business Combination with such
Target Business (excluding taxes payable and the Deferred Underwriting Commissions). The fair market value of such business must
be determined by the Board of Directors of the Company based upon standards generally accepted by the financial community, such
as actual and potential sales, earnings, cash flow and book value. If the Board of Directors of the Company is not able to independently
determine that the target business meets such fair market value requirement, the Company will obtain an opinion from an independent
investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction
of such criteria. The Company is not required to obtain an opinion as to the fair market value if the Company’s Board of Directors
independently determines that the Target Business does have sufficient fair market value.
8. Representations
and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties and agreements
contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option
Closing Date, if any, and such representations, warranties and agreements of the Underwriters and the Company, including the indemnity
agreements contained in Section 5 hereof, shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of the Underwriters, the Company or any Controlling Person, and shall survive termination of
this Agreement or the issuance and delivery of the Public Securities to the Underwriters until the earlier of the expiration of
any applicable statute of limitations and the 7th anniversary of the later of the Closing Date or the Option Closing Date,
if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect.
9. Effective Date of This Agreement
and Termination Thereof.
9.1 Effective Date. This Agreement
shall become effective on the Effective Date.
9.2 Termination.
The Representatives shall have the right to terminate this Agreement at any time prior to the Closing Date, if (i) any domestic
or international event or act or occurrence has materially disrupted, or in the Representatives’ opinion will in the immediate
future materially disrupt, general securities markets in the United States; (ii) trading on the NYSE, the NYSE American, the
Nasdaq Global Select Market, Nasdaq or the Nasdaq Capital 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 by FINRA or by order of the Commission or any other government authority having jurisdiction; (iii) the
United States shall have become involved in a new war or an increase in existing major hostilities; (iv) a banking moratorium
shall have been declared by a New York State or Federal authority; (v) a moratorium on foreign exchange trading has been declared
which materially adversely impacts the United States securities market; (vi) the Company shall have sustained a material loss
by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity (including, without limitation, a calamity relating
to a public health matter or natural disaster) or malicious act which, whether or not such loss shall have been insured, will,
in the Representatives’ sole opinion, make it inadvisable to proceed with the delivery of the Units; (vii) the Company is
in material breach of any of its representations, warranties or covenants hereunder; or (viii) the Representatives shall have
become aware after the date hereof of such a material adverse change in the conditions of the Company, or such adverse material
change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as
in the Representatives’ sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units
or to enforce contracts made by the Underwriters for the sale of the Public Securities.
9.3 Expenses.
In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions
thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket expenses related to the
transactions contemplated herein shall be governed by Section 3.9 hereof and (ii) the Company shall reimburse
the Representatives for any costs and expenses incurred in connection with enforcing any provisions of this Agreement.
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 e-mail and shall be deemed given when so delivered or emailed or if mailed,
two days after such mailing.
If to the Representatives:
BTIG, LLC
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: General Counsel
E-mail: xxxxx@xxxx.xxx
EarlyBirdCapital, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxx
E-mail: xxxxxxx@xxxxx.xxx
Copy (which copy shall not constitute notice) to:
Ellenoff Xxxxxxxx & Schole LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxxxxx, Esq.
E-mail: xxxxxxxxxx@xxxxxx.xxx
If to the Company:
Counter Press Acquisition Corporation
Riverside Center
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxx
E-mail: xxxxx@xxxxxxxxxxxx.xxx
Copy (which copy shall not constitute notice) to:
Xxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxx, Esq.
E-mail: XXXxxxxx@Xxxxxxx.xxx
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) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and
supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.
10.5 Binding
Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representatives, the Underwriters,
the Selected Dealers, the Company and the Controlling Persons, directors, agents, partners, members, employees and officers referred
to in Section 5 hereof, and their respective successors, legal representatives and permitted assigns, and no other
person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of
this Agreement or any provisions herein contained. The term “successors and assigns” shall not include a purchaser, in
its capacity as such, of securities from the Underwriters.
10.6 Waiver
of Immunity. To the extent that the Company may be entitled in any jurisdiction in which judicial proceedings may at any time
be commenced hereunder, to claim for itself or its revenues or assets any immunity, including sovereign immunity, from suit, jurisdiction,
attachment in aid of execution of a judgment or prior to a judgment, execution of a judgment or any other legal process with respect
to its obligations hereunder and to the extent that in any such jurisdiction there may be attributed to the Company such an immunity
(whether or not claimed), the Company hereby irrevocably agrees not to claim and irrevocably waives such immunity to the maximum
extent permitted by law.
10.7 Submission
to Jurisdiction. Each of the Company and each Underwriter irrevocably submits to the nonexclusive jurisdiction of any New York
State or United States Federal court sitting in The City of New York, Borough of Manhattan, over any suit, action or proceeding
arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or
the offering of the Securities. Each of the Company and each Underwriter irrevocably waives, to the fullest extent permitted by
law, any objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such
a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum.
Any such process or summons to be served upon the Company or any Underwriter may be served by transmitting a copy thereof by registered
or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 10.1 hereof.
Such mailing shall be deemed personal service and shall be legal and binding upon the Company or such Underwriter in any action,
proceeding or claim. Each of the Company and each Underwriter waives, to the fullest extent permitted by law, any other requirements
of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement
may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover
all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the
preparation therefor if any of them are the prevailing party in such action or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
10.8 Governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
10.9 Execution
in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto. Delivery of a signed counterpart of this Agreement by facsimile, email/pdf transmission or
other electronic transmission shall constitute valid and sufficient delivery thereof.
10.10 Waiver.
The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or
construed to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof
or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach,
non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument
executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance
or non-fulfillment.
10.11 No Fiduciary
Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Units pursuant to this Agreement
is an arm’s-length commercial transaction pursuant to a contractual relationship between the Company and the Underwriters, (ii) in
connection therewith and with the process leading to such transaction, each Underwriter is acting solely as a principal and not
the agent or fiduciary of the Company, (iii) the Underwriters have not assumed an advisory or fiduciary responsibility in
favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the
Underwriters have advised or are currently advising the Company on other matters) or any other obligation to the Company except
the obligations expressly set forth in this Agreement, (iv) in no event do the parties intend that the Underwriters act or
be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any
activity that the Underwriters may undertake or have undertaken in furtherance of this offering of the Company’s securities, either
before or after the date hereof and (v) the Company has consulted its own legal and financial advisors to the extent it deemed
appropriate. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection
with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms
its understanding and agreement to that effect. The Company agrees that it will not claim that the Underwriters have rendered advisory
services of any nature or respect, or owe a fiduciary or similar duty to the Company, in connection with such transactions or the
process leading thereto. The Company and the Underwriters agree that they are each responsible for making their own independent
judgment with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding
such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities,
do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted
by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary
or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to
such transactions.
[Remainder of page intentionally left
blank]
If the foregoing correctly sets forth
the understanding between the 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.
Accepted on the date first above written.
BTIG, LLC, as Representative of the several underwriters |
|
|
|
By: |
/s/ Xxx Xxxxxxxxxx |
|
Name: |
Xxx Xxxxxxxxxx |
|
Title: |
Managing Director |
|
EarlyBirdCapital, Inc.,
as Representative of the several underwriters |
|
|
|
By: |
/s/ Xxxxxxx Xxxxxx |
|
Name: |
Xxxxxxx Xxxxxx |
|
Title: |
Sr. Managing Director |
|
[Signature Page – Underwriting
Agreement]
SCHEDULE A
COUNTER
PRESS ACQUISITION CORPORATION
7,500,000 Units
Underwriter | |
Number of Firm Units to be Purchased |
BTIG, LLC | |
| 3,750,000 | |
EarlyBirdCapital, Inc. | |
| 3,750,000 | |
TOTAL | |
| 7,500,000 | |
SCHEDULE B
Investor Presentation, Dated February, 2022
EXHIBIT A
FORM
OF TARGET BUSINESS LETTER
COUNTER
PRESS ACQUISITION CORPORATION
Ladies and Gentlemen:
Reference is made
to the Final Prospectus of Counter Press Acquisition Corporation (the “Company”), dated as of February 8, 2022
(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 the Trust Account, initially in an amount of at least $76,125,000 for
the benefit of the Public Shareholders and the Underwriters of the Company’s initial public offering (the “Underwriters”)
and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies
from the Trust Account only: (i) to the Public Shareholders in the event they elect to redeem their public shares in connection
with the consummation of a Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business
Combination within the required time period set forth in its amended and restated memorandum and articles of association as the
same may be amended from time to time, or (iii) to the Company after or concurrently with the consummation of a Business Combination.
For and in consideration
of the Company agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned
hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each,
a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations,
contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.
Print
Name of Target Business |
|
|
|
Authorized
Signature of Target Business |
|
EXHIBIT B
FORM
OF VENDOR LETTER
COUNTER
PRESS ACQUISITION CORPORATION
Ladies and Gentlemen:
Reference is made
to the Final Prospectus of Counter Press Acquisition Corporation (the “Company”), dated as of February 8, 2022
(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 the Trust Account, initially in an amount of at least $76,125,000 for
the benefit of the Public Shareholders and the Underwriters of the Company’s initial public offering (the “Underwriters”)
and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies
from the Trust Account only: (i) to the Public Shareholders in the event they elect to redeem their public shares in connection
with the consummation of a Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business
Combination within the required time period set forth in its amended and restated memorandum and articles of association as the
same may be amended from time to time, or (iii) to the Company after or concurrently with the consummation of a Business Combination.
For and in consideration
of the Company agreeing to engage the services of the undersigned, the undersigned hereby agrees that it does not have any right,
title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives
any Claim it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse
against the Trust Account for any reason whatsoever.
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Name of Vendor |
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Authorized
Signature of Vendor |
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B-1