Exhibit 1.1
21,000,000 Units
National Energy Services Reunited Corp.
UNDERWRITING AGREEMENT
New York, New York
May 12, 2017
MAXIM GROUP LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
As Representative of the Underwriters
named on Schedule A hereto
Ladies and Gentlemen:
The undersigned, National
Energy Services Reunited Corp., a British Virgin Islands company (“Company”), hereby confirms its agreement
with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, or as the “Representative”)
and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative
and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an
“Underwriter”), as follows:
1.1.1. Purchase
of Firm Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions
herein set forth, the Company agrees to issue and sell, severally and not jointly, to the several Underwriters, an aggregate of
21,000,000 units (the “Firm Units”) of the Company at a purchase price (net of discounts and commissions, not
including the Deferred Underwriting Commission described below) of (i) $9.90 per Firm Unit (the “Introduced Units”)
purchased from National Bank of Canada Financial Inc. (“NBCF”) by persons who were introduced to the
Underwriters by the Company (as agreed upon by the Company and the Representative) (the “Introduced Parties”),
and (ii) $9.80 per Firm Unit for all Firm Units purchased from the Underwriters by persons who were not Introduced Parties. In
addition, the Underwriters have agreed to defer the following discounts and commissions (the “Deferred Underwriting Commission”)
(i) for each Firm Unit purchased by an Introduced Party, $0.175 per Firm Unit, and (ii) for each Firm Unit not purchased by an
Introduced Party that is not redeemed in connection with the Business Combination, as described in the Registration Statement (as
defined below), $0.35 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number
of Firm Units set forth opposite their respective names on Schedule A attached hereto and made a part hereof at the purchase
price (net of discounts and commissions, not including the Deferred Underwriting Commission) specified above, provided, however,
that NBCF shall purchase all of the Introduced Units and that, in the event that Introduced Parties purchase less than 8,400,000
Introduced Units, NBCF shall be obligated to purchase an additional number of Firm Units equal to (i) 8,400,000, minus (ii) the
number of Firm Units purchased by Introduced Parties (the “Shortfall Shares”). The Company acknowledges and
agrees that NBCF shall be solely responsible to purchase the Shortfall Shares from the Company. The Company agrees that it waives
any claim it may have in the future against all of the Underwriters, other than NBCF, as a result of, or arising out of, the failure
of NBCF to purchase the Shortfall Shares. NBCF and Maxim agree that the Firm Units (and the Option Units (as hereinafter defined),
if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm
Unit. Each Firm Unit consists of one ordinary share, no par value, of the Company (the “Ordinary Share”), and one redeemable
warrant to purchase one-half of one Ordinary Share at a price of $5.75 per half share (the “Warrant(s)”). NBCF
and Maxim agree that, notwithstanding the number of Introduced Units sold to Introduced Parties, NBCF shall receive 40% of the
discounts and commissions provided for hereunder (including the Deferred Underwriting Commission and any commission on Option Units),
and Maxim shall receive 60% of the discounts and commissions provided for hereunder, provided, however, that if NBCF purchases
Introduced Units that account for greater than 40% of the Firm Units (such number of Firm Units in excess of 40%, the “Incremental
Units”), NBCF shall also be entitled to the portion of the underwriting commission (but not any other fee or commission)
that is attributable to the Incremental Units. The Ordinary Shares and the Warrants included in the Firm Units will not be separately
transferable until the earlier of the 52nd day after the Effective Date (as defined below) or the announcement by the
Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report
on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balance sheet reflecting
our receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin.
In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting
receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein
defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance by the Company of
a press release announcing when such separate trading shall begin. Each Warrant entitles the holder to purchase one-half of one
Ordinary Share for $5.75 per half share during the period commencing on the later of (a) 30 days after the closing of a Business
Combination, or (b) twelve months from the Closing (as defined below), and terminating on the five (5) year anniversary of the
closing of a Business Combination. As used herein, the term “Business Combination” shall mean any acquisition
by merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination of one or
more operating businesses by the Company. The Company has the right to redeem the Warrants upon not less than thirty (30) days
written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price
of the Common Stock has been at least $21.00 for any twenty (20) trading days within a thirty (30) trading day period ending on
the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day”
shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.
1.1.2. Payment
and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the third (3rd) Business
Day following the date that the Registration Statement is declared effective by the Commission (the “Effective Date”)
(or the fourth (4th) Business Day following the Effective Date, if the Registration Statement is declared effective at or after
4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of Maxim or at
such other place as shall be agreed upon by the Representative and the Company. The closing of the public offering contemplated
by this Agreement is referred to herein as the “Closing” and the hour and date of delivery and payment for the
Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing
Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s
check(s) in New York Clearing House funds. $210,000,000 ($241,500,000 if the Over-allotment Option (as defined in Section 1.2)
is exercised in full), or $10.00 per unit, of the proceeds received by the Company for the Firm Units and from the Private Placement
(as defined in Section 1.6) shall be deposited in the trust account established by and between the Company and Computershare Trust
Company, N.A. (“Computershare”) for the benefit of the public shareholders as described in the Registration Statement
(the “Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust
Agreement”). The Underwriters shall place in the Trust Account the amount payable to the Underwriters as a Deferred Underwriting
Commission in accordance with Section 1.1.1 hereof. The proceeds (less commissions, expense allowance and actual expense payments
or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative
of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities
of the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Units shall be registered
in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business
Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at
least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units
except upon tender of payment by the Representative for all the Firm Units.
1.2.1. Option Units.
For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Units, the Underwriters
are hereby granted, severally and not jointly, an option to purchase up to an additional 3,150,000 units from the Company (the
“Over-allotment Option”). Such additional 3,150,000 units shall be identical in all respects to the Firm Units
and are hereinafter referred to as “Option Units.” The Firm Units and the Option Units are hereinafter collectively
referred to as the “Units,” and the Units, the Ordinary Shares and the Warrants included in the Units and the
Ordinary Shares issuable upon exercise of the Warrants are hereinafter referred to collectively as the “Public Securities.”
The Option Units are to be offered initially to the public at the offering price of $10.00 per Option Unit.
1.2.2. Exercise
of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to
all (at any time) or any part (from time to time) of the Option Units within forty-five (45) days after the Effective Date. The
Underwriters will not be under any obligation to purchase any Option Units prior to the exercise of the Over-allotment Option.
The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative,
which must be confirmed in writing by overnight mail or facsimile transmission or e-mail setting forth the number of Option Units
to be purchased and the date and time for delivery of and payment for the Option Units, which will not be later than five (5)
Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at
the offices of the Representative or at such other place or in such other manner as shall be agreed upon by the Company and the
Representative. If such delivery and payment for the Option Units does not occur on the Closing Date, the date and time of the
closing for such Option Units will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon
exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms
and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units specified in such
notice.
1.2.3. Payment
and Delivery. Payment for the Option Units shall be made on the Option Closing Date at the Representative’s election
by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds,
by deposit of the sum of (i) $9.90 per Option Unit purchased from NBCF by Introduced Parties, and (ii) $9.80 per Option
Unit for all Option Units purchased from the Underwriters by persons who were not Introduced Parties, in the Trust Account
pursuant to the Trust Agreement upon delivery to the Representative of certificates (in form and substance satisfactory to the
Underwriters) representing the Option Units (or through the facilities of DTC) for the account of the Underwriters. In addition,
the Underwriters shall place the Deferred Underwriting Commission in the Trust Account. The certificates representing the Option
Units to be delivered will be in such denominations and registered in such names as the Representative requests not less than two
(2) Business Days prior to the Closing Date or the Option Closing Date, as the case may be, and will be made available to the Representative
for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less
than one (1) full Business Day prior to such Closing Date or Option Closing Date.
1.3. Payment
of Deferred Underwriting Commission. Upon closing of the Business Combination, each of the Underwriters shall receive a portion
of the Deferred Underwriting Commission proportional to the number of Firm Units purchased by such Underwriter. In the event that
the Company is unable to consummate a Business Combination and Computershare, 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 Underwriters
agree that: (i) the Underwriters hereby forfeit any rights or claims to the Deferred Underwriting Commission; and (ii) the Deferred
Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis
among the Public Stockholders.
1.5. Underwriters’
Shares. As additional consideration, the Company shall issue to the Underwriters, at the closing of a Business Combination,
a number of Ordinary Shares equal to (i) for Firm Units purchased by Introduced Parties, the number of such Firm Units Purchased,
multiplied by 0.005, plus (ii) for Firm Units not purchased by an Introduced Party that are not redeemed in connection with the
Business Combination, the number of such Firm Units Purchased, multiplied by 0.01, plus (iii) for Firm Units not purchased by an
Introduced Party that are redeemed in connection with the Business Combination, the number of such Firm Units Purchased, multiplied
by 0.02 (the sum of paragraphs 1.5(i) through 1.5(iii), the “Underwriters’ Shares”). The Public Securities
and the Underwriters’ Shares are hereinafter referred to collectively as the “Securities.” NBCF and Maxim
agree that, notwithstanding the number of Introduced Units sold to Introduced Parties, NBCF shall receive 40% of the Underwriters’
Shares, and Maxim shall receive 60% of the Underwriters’ Shares.
(a) Demand Registration. The Company, upon written
demand (a “Demand Notice”) of the holder of the Underwriters’ Shares (each a “Holder” and collectively
the “Holders”) of at least 51% of the Underwriters’ Shares (“Majority Holders”), on or after the
closing of the Business Combination, agrees to register (a “Demand Registration”), on one occasion, all or any portion
of the Underwriters’ Shares. On such occasion, the Company will file a registration statement or a post-effective amendment
to the Registration Statement covering the Underwriters’ Shares within sixty (60) days after receipt of a Demand Notice and
use its commercially reasonable efforts to have such registration statement or post-effective amendment declared effective promptly
thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply
with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback
registration rights pursuant to Section 1.5.1(b) hereof and either: (i) the Holder was given the opportunity to exercise its rights
under Section 1.5.1(b) hereof in connection with the offering covered by such registration statement or (ii) if such registration
statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration
statement has been withdrawn or until thirty (30) days after such offering is consummated. A Demand Notice may be given at any
time beginning on the closing of the Business Combination and ending on the five (5) year anniversary of the Effective Date. The
Company covenants and agrees to give written notice of its receipt of the Demand Notice by any Holder(s) to all other registered
Holders of the Underwriters’ Shares within ten (10) days from the date of the receipt of such Demand Notice. The Holders
shall not effect more one (1) Demand Registration pursuant to this Section 1.5.1(a). A registration will not count as a Demand
Registration until the registration statement filed with the Commission with respect to such Demand Registration has been declared
effective and the Company has complied with all of its obligations hereunder with respect thereto; provided, however, that if,
after such registration statement has been declared effective, the offering of the Underwriters’ Shares pursuant to a Demand
Registration is interfered with by any stop order or injunction of the Commission or any other governmental agency or court, the
registration statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and
until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) the Majority Holders thereafter
elect to continue the offering. The Company shall bear all fees and expenses attendant to the Demand Registration pursuant to this
Section 1.5.1(a), but the Holders shall pay any and all underwriting commissions or brokerage fees related to the Underwriters’
Shares, if applicable. The Company agrees to use its commercially reasonable efforts to cause the filing required herein to become
effective promptly and to qualify or register the Underwriters’ Shares in such States as are reasonably requested by the
Holder(s); provided, however, that in no event shall the Company be required to register the Underwriters’ Shares in a State
in which such registration would cause: (i) the Company to be obligated to register or license to do business in such State or
submit to general service of process in such State, or (ii) the principal stockholders of the Company to be obligated to escrow
their shares of capital stock of the Company. The Company shall use its commercially reasonable efforts to cause any registration
statement filed pursuant to the demand right granted under this Section 1.5.1(a) to remain effective for a period of at least twelve
(12) consecutive months from the date that the Holders of the Underwriters’ Shares covered by such registration statement
are first given the opportunity to sell all of such securities. The Holders shall only use the prospectuses provided by the Company
to sell the shares covered by such registration statements, and will immediately cease to use any prospectus furnished by the Company
if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omission.
(b) “Piggy-Back” Registration. In
addition to the demand rights of registration described in Section 1.5.1(a) hereof, the Holder shall have the right, for a period
of seven (7) years from the Effective Date, to include the Underwriters’ Shares as part of any other registration of securities
filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities
Act or pursuant to Form S-8 or any equivalent form); provided, however, that if, solely in connection with any primary underwritten
public offering for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose
a limitation on the number of shares of Common Stock which may be included in the registration statement because, in such underwriter(s)’
judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company
shall be obligated to include in such registration statement only such limited portion of the Underwriters’ Shares with
respect to which the Holder requested inclusion hereunder as the underwriter(s) shall reasonably permit. Any exclusion of Underwriters’
Shares shall be made pro rata among the Holders seeking to include Underwriters’ Shares in proportion to the number of Underwriters’
Shares sought to be included by such Holders; provided, however, that the Company shall not exclude any Underwriters’ Shares
unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities
in such registration statement or are not entitled to pro rata inclusion with the Underwriters’ Shares. The Holders shall
be entitled to unlimited piggy-back registration rights pursuant to this Section 1.5.1(b). The Company (whether on its own determination
or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a registration
statement at any time prior to the effectiveness of the registration statement. Notwithstanding any such withdrawal, the Company
shall pay all expenses incurred by the Holders of Underwriters’ Shares in connection with such piggy-back registration as
provided in this Section 1.5.1(b). The Company shall bear all fees and expenses attendant to registering the Underwriters’
Shares pursuant to this Section 1.5.1(b), but the Holders shall pay any and all underwriting commissions or brokerage fees related
to the Underwriters’ Shares. In the event of such a proposed registration, the Company shall furnish the then Holders of
outstanding Underwriters’ Shares with not less than fifteen (15) days written notice prior to the proposed date of filing
of such registration statement. Such notice to the Holders shall continue to be given for each registration statement filed by
the Company until such time as all of the Underwriters’ Shares have been sold by the Holder. The holders of the Underwriters’
Shares shall exercise the “piggy-back” rights provided for herein by giving written notice, within ten (10) days of
the receipt of the Company’s notice of its intention to file a registration statement. The Company shall use its commercially
reasonable efforts to cause any registration statement filed pursuant to the piggyback right granted under this Section 1.5.1(b)
to remain effective for a period of at least nine (9) consecutive months from the date that the Holders of the Underwriters’
Shares covered by such registration statement are first given the opportunity to sell all of such securities.
1.5.2. Lock-Up.
The Underwriters agree that, during the Lock-Up Period (as defined below), to the extent that they own any Underwriters’
Shares, they will not (a) sell, transfer, assign, pledge, hypothecate or otherwise transfer the Underwriters’ Shares other
than to a bona fide officer or partner of the holder of such Underwriters’ Shares or any selected dealer in connection with
the Offering, in each case in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause the Underwriters’ Shares to be
the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition
of the Underwriters’ Shares, except as provided for in FINRA Rule 5110(g)(2). As used herein, the term “Lock-Up
Period” means the period beginning on the date hereof and ending on the later of (i) the date that is one hundred eighty
days after the Effective Date, as specified by FINRA Conduct Rule 5110(g)(1), and (ii) the closing of a Business Combination.
1.5.3. Delivery.
Delivery for the Underwriters’ Shares shall be made on the closing date of the Business Combination. The Company shall deliver
to the Underwriters certificates for the Underwriters’ Shares in the name or names and in such authorized denominations as
the Representative may request.
1.6. Private
Placement to the Sponsor, Officers and Directors and Designees. Immediately prior to the Closing, the Sponsor, certain officers
and directors of the Company and their designees, or entities wholly owned by them, shall purchase from the Company pursuant to
the Warrants Purchase Agreement (as defined in Section 2.23.2 hereof) an aggregate of 11,850,000 warrants (or 13,110,000 warrants
if the Over-allotment Option is exercised in full) (the “Placement Warrants”) at a purchase price of $0.50 per
Placement Warrants in a private placement (the “Private Placement”). The Placement Warrants and the securities
issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.”
There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance
from the sale of the Placement Securities.
1.7. Sales Outside
the United States. The Units may be offered and sold (i) in one or more provinces and territories of Canada by any of
the Underwriters or their respective affiliates that are registered in an appropriate category, or are exempt from registration,
to make such offers and sales in compliance with applicable Canadian securities laws, and without being qualified under a prospectus
in any such Canadian jurisdiction in reliance on one or more of the prospectus exemptions under National Instrument 45-106 –
Prospectus Exemptions of the Canadian Securities Administrators (“NI 45-106”), or (ii) in other jurisdictions
outside the United States. Any such offers and sales shall be made only to such persons or entities and in such manner that, pursuant
to the provisions of applicable securities laws, no prospectus or similar documents need be filed with or delivered to any securities
regulatory authorities in any applicable jurisdictions in connection therewith (other than, if applicable, the post-closing delivery
of the Preliminary Prospectus and Prospectus and any applicable Canadian supplement and any required reports pursuant to applicable
Canadian securities laws in respect of the prospectus-exempt distribution of the Units).
2. Representations and Warranties of
the Company. The Company represents and warrants to the Underwriters as follows:
2.1.1. Pursuant
to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration
statement and an amendment or amendments thereto, on Form S-1 (File No. 333-217006), including any related preliminary prospectus
(the “Preliminary Prospectus”, including any prospectus that is included in the Registration Statement immediately
prior to the effectiveness of the Registration Statement), for the registration of the Public Securities under the Act, which registration
statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements
of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions
for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied
in all material respects. Except as the context may otherwise require, such registration statement, as amended, on file with the
Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules,
exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof
as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,”
and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form
of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations
filed with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.”
For purposes of this Agreement, “Time of Sale”, as used in the Act, means 5:00 p.m., New York City time, on
the date of this Agreement. If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement
pursuant to Rule 462(b) under the Securities Act registering the Securities (a “Rule 462(b) Registration Statement”),
then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed
to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective
upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of
the Public Securities have been registered under the Securities Act pursuant to the Registration Statement or, if any Rule 462(b)
Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b) Registration
Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date
of this Agreement, the Company or the Representative has determined that at the Time of Sale the Prospectus included an untrue
statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and have agreed to provide an opportunity to purchasers of the Units
to terminate their old purchase contracts and enter into new purchase contracts, the Prospectus will be deemed to include any additional
information available to purchasers at the time of entry into the such new purchase contract.
2.1.2. Pursuant
to the Exchange Act. The Company has filed with the Commission a Form 8-A (File Number 001-38091) providing for the registration
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Units, the Ordinary Shares
and the Warrants. The registration of the Units, Ordinary Shares and Warrants under the Exchange Act will be declared effective
by the Commission on or prior to the Effective Date.
2.2. No Stop
Orders, Etc. Neither the Commission nor, to the best of the Company’s knowledge, any state regulatory authority has issued
any order or threatened to issue any order preventing or suspending the use of any Preliminary Prospectus or has instituted or,
to the best of the Company’s knowledge, threatened to institute any proceedings with respect to such an order.
2.3.1. 10b-5 Representation.
At the time the Registration Statement became effective, upon the filing or first use (within the meaning of the Regulations) of
the Prospectus and at the Closing Date and the Option Closing Date, if any, the Registration Statement and the Prospectus contained
or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations,
and did or will in all material respects conform to the requirements of the Act and the Regulations. Neither the Registration Statement
nor any Preliminary Prospectus or the Prospectus, nor any amendment or supplement thereto, on their respective dates, did or will
contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to
make the statements therein (in the case of the Preliminary Prospectus and the Prospectus, in light of the circumstances under
which they were made), not misleading. When any Preliminary Prospectus was first filed with the Commission (whether filed as part
of the Registration Statement for the registration of the Securities or any amendment thereto or pursuant to Rule 424(a) of the
Regulations) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement thereto was first
filed with the Commission or first used (within the meaning of the Regulations), such Preliminary Prospectus and any amendments
thereof and supplements thereto complied or will have been corrected in the Prospectus to comply in all material respects with
the applicable provisions of the Act and the Regulations and did not and will not contain an untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1 does
not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the
Company with respect to the Underwriters by the Representative expressly for use in the Registration Statement or Prospectus or
any amendment thereof or supplement thereto. It is understood the following identified statements set forth in the Prospectus under
the heading “Underwriting” constitute, for the purposes of this Agreement, information furnished by the Representative
with respect to the Underwriters: (i) the table of underwriters in the first paragraph of “Underwriting”, (ii) the
first paragraph under “Pricing of Securities”, and (iii) the Underwriting subsection “Price Stabilization; Short
Positions.”
2.3.2. Disclosure
of Agreements. The agreements and documents described in the Registration Statement, the Preliminary Prospectus and the Prospectus
conform to the descriptions thereof contained therein and there are no agreements or other documents required to be described in
the Registration Statement, the Preliminary Prospectus or the Prospectus or to be filed with the Commission as exhibits to the
Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or
described) to which the Company is a party or by which its property or business is or may be bound or affected and (i) that is
referred to in the Registration Statement, Preliminary Prospectus or the Prospectus or attached as an exhibit thereto, or (ii)
is material to the Company’s business, has been duly and validly executed by the Company, is in full force and effect in
all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto,
in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization
or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution
provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before
which any proceeding therefor may be brought, and none of such agreements or instruments has been assigned by the Company, and
neither the Company nor, to the Company’s knowledge, any other party is in breach or default thereunder and, to the Company’s
knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a breach or default
thereunder. To the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments
will not result in a material violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental
agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without
limitation, those relating to environmental laws and regulations.
2.3.3. Prior Securities
Transactions. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any
person or persons controlling, controlled by, or under common control with the Company since the date of the Company’s formation,
except as disclosed in the Registration Statement.
2.3.4. Regulations.
The disclosures in the Registration Statement, the Preliminary Prospectus and the Prospectus concerning the effects of federal,
state and local regulation on the Company’s business as currently contemplated fairly summarize, to the best of the Company’s
knowledge, such effects and do not omit to state a material fact necessary to make the statements therein, in light of the circumstances
in which they were made, not misleading.
2.4.1. No Material
Adverse Change. Except as contemplated in the Prospectus, since the respective dates as of which information is given in the
Registration Statement, any Preliminary Prospectus and/or the Prospectus (i) there has been no material adverse change in the condition,
financial or otherwise, or business prospects of the Company; (ii) there have been no material transactions entered into by the
Company, other than as contemplated pursuant to this Agreement; (iii) no member of the Company’s board of directors or management
has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would
likely materially impair, with the passage of time, the ability of the members of the Company’s board of directors or management
to act in their capacities with the Company as described in the Registration Statement and the Prospectus.
2.4.2. Recent Securities
Transactions, Etc. Except as contemplated in the Prospectus, subsequent to the respective dates as of which information is
given in the Registration Statement and the Prospectus, and except as may otherwise be indicated or contemplated herein or therein,
the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money;
or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.
2.5. Independent
Accountants. To the best of the Company’s knowledge, Xxxxxx LLP (“Xxxxxx”), whose report is filed with the
Commission as part of the Registration Statement and included in the Registration Statement, the Preliminary Prospectus and the
Prospectus, are independent accountants as required by the Act and the Regulations and the Public Company Accounting Oversight
Board (including the rules and regulations promulgated by such entity, the “PCAOB”). To the best of the Company’s
knowledge, Xxxxxx is duly registered and in good standing with the PCAOB. Xxxxxx has not, during the periods covered by the financial
statements included in the Registration Statement and the Prospectus, provided to the Company any non-audit services, as such term
is used in Section 10A(g) of the Exchange Act.
2.6.1. Financial
Statements. The financial statements, including the notes thereto and supporting schedules, included in the Registration Statement,
the Preliminary Prospectus and the Prospectus fairly present the financial position and the results of operations of the Company
at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with generally
accepted accounting principles, consistently applied throughout the periods involved; and the supporting schedules included in
the Registration Statement present fairly the information required to be stated therein. To the best of the Company’s knowledge,
no other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration
Statement, the Preliminary Prospectus or the Prospectus. The Registration Statement, the Preliminary Prospectus and the Prospectus
disclose all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships
of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s
financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources,
or significant components of revenues or expenses. To the best of the Company’s knowledge, there are no pro forma or as adjusted
financial statements which are required to be included in the Registration Statement and the Prospectus in accordance with Regulation
S-X which have not been included as so required.
2.6.2. Statistical
Data. The statistical, industry-related and market-related data included in the Registration Statement, the Preliminary Prospectus
and the Prospectus are based on or derived from sources which the Company reasonably and in good faith believes are reliable and
accurate, and such data agree with the sources from which they are derived.
2.7. Authorized
Capital; Options, Etc. The Company had at the date or dates indicated in the Registration Statement, the Preliminary Prospectus
and the Prospectus, as the case may be, duly authorized, issued and outstanding capitalization as set forth in the Registration
Statement, the Preliminary Prospectus and the Prospectus. Based on the assumptions stated in the Registration Statement, the Preliminary
Prospectus and the Prospectus, the Company will have on the Closing Date the adjusted stock capitalization set forth therein. Except
as set forth in, or contemplated by, the Registration Statement, the Preliminary Prospectus and the Prospectus, on the Effective
Date and on the Closing Date and the Option Closing Date, if any, there will be no options, warrants, or other rights to purchase
or otherwise acquire any authorized, but unissued Ordinary Shares of the Company or any security convertible into Ordinary Shares
of the Company, or any contracts or commitments to issue or sell Ordinary Shares or any such options, warrants, rights or convertible
securities.
2.8.1. Outstanding
Securities. All issued and outstanding securities of the Company (including, without limitation, the Placement Securities)
have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission
with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were
issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted
by the Company. The Public Securities conform in all material respects to all statements relating thereto contained in the Registration
Statement, the Preliminary Prospectus and the Prospectus. Subject to the disclosure contained in the Registration Statement, the
Preliminary Prospectus and the Prospectus with respect to the Placement Securities, the offers and sales of the outstanding Ordinary
Shares were at all relevant times either registered under the Act and the applicable Blue Sky laws or, based in part on the representations
and warranties of the purchasers of such Ordinary Shares, exempt from such registration requirements.
2.8.2. Securities
Sold. The Securities have been duly authorized and reserved for issuance and when issued and paid for, will be validly issued,
fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such
holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company
or similar contractual rights granted by the Company; and all corporate actions required to be taken for the authorization, issuance
and sale of the Securities have been duly and validly taken. The Securities conform in all material respects to all statements
with respect thereto contained in the Registration Statement, the Preliminary Prospectus and the Prospectus, as the case may be.
When issued, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof
and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in
accordance with the terms thereof and such Warrants are enforceable against the Company in accordance with their respective terms,
except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state
securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject
to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Ordinary
Shares issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants, and, when issued
in accordance with the terms of such securities, will be duly and validly authorized, validly issued, fully paid and non-assessable;
the holders thereof are not and will not be subject to personal liability by reason of being such holders.
2.8.3. Placement
Warrants. The Placement Warrants constitute valid and binding obligations of the Company to issue and sell, upon payment therefor,
the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Placement Warrants
are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited
by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of
any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy
of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought. The securities issuable upon exercise of the Placement
Warrants have been reserved for issuance upon the exercise of the Placement Warrants and, when issued in accordance with the terms
of the Placement Warrants, 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.
2.8.4. No Integration.
Subject to the disclosure contained in the Registration Statement, the Preliminary Prospectus and/or the Prospectus with respect
to the Placement Securities, neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale
of any securities which are required to be “integrated” pursuant to the Act or the Regulations with the offer and sale
of the Public Securities pursuant to the Registration Statement.
2.9. Registration
Rights of Third Parties. Except as set forth in the Registration Statement, the Preliminary Prospectus or the Prospectus, no
holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company
have the right to require the Company to register any such securities of the Company under the Act or to include any such securities
in a registration statement to be filed by the Company.
2.10. Validity
and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement,
the Services Agreement (as defined in Section 3.7.2 hereof), and the Warrants Purchase Agreement (as defined in Section 2.23.2
hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable
against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy,
insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification
or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance
and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought.
2.11. No Conflicts,
Etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Trust Agreement,
the Services Agreement, and the Warrants Purchase Agreement, the consummation by the Company of the transactions herein and therein
contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving
of notice or the lapse of time or both: (i) result in a material breach of, or conflict with any of the terms and provisions of,
or constitute a material default under, or result in the creation, modification, termination or imposition of any material lien,
charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which
the Company is a party; (ii) result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association
of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency
or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.
2.12. No Defaults;
Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material
license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing
an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the
Company may be bound or to which any of the properties or assets of the Company is subject. The Company is not in breach of any
material franchise, license, permit, applicable law, rule, regulation, judgment or decree of any governmental agency or court,
domestic or foreign, having jurisdiction over the Company or any of its properties or businesses, except for such violations which
would not reasonably be expected to have a material adverse effect on the Company. The Company is not in violation of any term
or provision of its Amended and Restated Memorandum and Articles of Association of the Company.
2.13.1. Conduct
of Business. The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals,
orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the
date hereof to conduct its business for the purposes described in the Registration Statement, the Preliminary Prospectus and the
Prospectus. To the Company’s knowledge, the disclosures in the Registration Statement and the Prospectus concerning the effects
of governmental regulation (whether U.S. federal, state, local or foreign) 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 (with respect to the Prospectus in light of the circumstances under which
they were made) not misleading. Since its formation, the Company has conducted no business and has incurred no liabilities other
than in connection with and in furtherance of the Offering.
2.13.2. Transactions
Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions
and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained.
No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid
issuance, sale and delivery, of the Securities and the consummation of the transactions and agreements contemplated by this Agreement,
the Warrant Agreement, the Trust Agreement, the Services Agreement, and the Warrants Purchase Agreement and as contemplated by
the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations promulgated by
the Financial Industry Regulatory Authority (the “FINRA”).
2.14. D&O
Questionnaires. To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”)
completed by each of the Company’s officers and directors immediately prior to the Offering and provided to the Underwriters
is true and correct and the Company has not become aware of any information which would cause the information disclosed in the
Questionnaires completed by each officer or director, to become inaccurate and incorrect.
2.15. Litigation;
Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental
proceeding pending or, to the best of the Company’s knowledge, threatened against, or involving the Company or, to the best
of the Company’s knowledge, any officer and director which is required to be disclosed and has not been disclosed in the
Registration Statement, the Questionnaires, the Preliminary Prospectus and the Prospectus.
2.16. Good Standing.
The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its country
of organization and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which
its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify
would not have a material adverse effect on the Company.
2.17. No Contemplation
of a Business Combination. Prior to the date hereof, neither the Company, its officers and directors nor the shareholder of
the Company listed in the prospectus (the “Initial Shareholders”) had, and as of the Closing, the Company and such
officers and directors and Initial Shareholders will not have had any substantive interactions or discussions with any target business
regarding a possible Business Combination.
2.18. Transactions
Affecting Disclosure to FINRA.
2.18.1. Except as
described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, agreements or understandings
relating to the payment of a finder’s, consulting or origination fee by the Company or any officer and director 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, any officer and director that may affect the Underwriters’ compensation, as determined by FINRA.
2.18.2. The Company
has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting
fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised
or provided capital to the Company; (ii) to any FINRA member; or (iii) to any person or entity that has any direct or indirect
affiliation or association with any FINRA member, within the twelve (12) months prior to the Effective Date, other than payments
to the Representative.
2.18.3. No officer,
director, or beneficial owner of any class of the Company’s securities (whether debt or equity, registered or unregistered,
regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”)
is a member, a person associated, or affiliated with a member of FINRA.
2.18.4. No Company
Affiliate is an owner of stock or other securities of any member of FINRA (other than securities purchased in the open market).
2.18.5. No Company
Affiliate has made a subordinated loan to any member of FINRA.
2.18.6. No proceeds
from the sale of the Public Securities (excluding underwriting compensation) or the Placement Securities will be paid to any FINRA
member, or any persons associated or affiliated with a member of FINRA, except as specifically authorized herein.
2.18.7. Except with
respect to the Representative, the Company has not issued any warrants or other securities, or granted any options, directly or
indirectly to anyone who is a potential underwriter in the Offering or a related person (as defined by FINRA rules) of such an
underwriter within the 180-day period prior to the initial filing date of the Registration Statement.
2.18.8. No person
to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the
Registration Statement has any relationship or affiliation or association with any member of the FINRA.
2.18.9. No FINRA member
intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a “conflict of interest”
exists when a member of FINRA and its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of
the Company’s outstanding subordinated debt or common equity, or 10% or more of the Company’s preferred equity. “Members
participating in the Offering” include managing agents, syndicate group members and all dealers which are members of the
FINRA.
2.18.10. Except with
respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement (including,
without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing
date of the Registration Statement, which arrangement or agreement provides for the receipt of any item of value and/or the transfer
of any warrants, options, or other securities from the Company to a FINRA member, any person associated with a member (as defined
by FINRA rules), any potential underwriters in the Offering and any related persons.
2.19. Foreign
Corrupt Practices Act. Neither the Company nor, to the Company’s knowledge, any of the Initial Shareholders or any other
person acting on behalf of the Company has, directly or indirectly, given or agreed to give any money, gift or similar benefit
(other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee or agent
of a customer or supplier, or official or employee of any governmental agency or instrumentality of any government (domestic or
foreign) or any political party or candidate for office (domestic or foreign) or any political party or candidate for office (domestic
or foreign) or other person who was, is, or may be in a position to help or hinder the business of the Company (or assist it in
connection with any actual or proposed transaction) that: (i) might subject the Company to any damage or penalty in any civil,
criminal or governmental litigation or proceeding; (ii) if not given in the past, might have had a material adverse effect on the
assets, business or operations of the Company as reflected in any of the financial statements contained in the Registration Statement,
the Preliminary Prospectus and/or the Prospectus; or (iii) if not continued in the future, might adversely affect the assets, business,
operations or prospects of the Company. The Company’s internal accounting controls and procedures are sufficient to cause
the Company to comply with the Foreign Corrupt Practices Act of 1977, as amended.
2.20. Patriot
Act. Neither the Company nor, to the Company’s knowledge, any officer, director or Initial Shareholder has violated:
(i) the Bank Secrecy Act, as amended; (ii) the Money Laundering Control Act of 1986, as amended; or (iii) the Uniting and Strengthening
of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, and/or the
rules and regulations promulgated under any such law, or any successor law.
2.21. Officers’
Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to the Representative or to
the Representative’s counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the matters
covered thereby.
2.22. Warrant
Agreement. The Company has entered into a warrant agreement with respect to the Warrants and the Placement Warrants with Computershare
substantially in the form filed as an exhibit to the Registration Statement (the “Warrant Agreement”).
2.23.1. Insider
Letter. The Company has caused to be duly executed 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 non-compete provision may be limited under the federal and state securities laws; and (iii)
that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses
and to the discretion of the court before which any proceeding therefor may be brought) annexed as exhibits to the Registration
Statement (the “Insider Letter”), pursuant to which each of the officers, directors and Initial Shareholders
of the Company agree to certain matters.
2.23.2. Warrants
Purchase Agreement. Certain of the Company’s officers and directors and/or their respective designees or affiliates,
have executed and delivered an agreement, annexed as an exhibit to the Registration Statement (the “Warrants Purchase
Agreement”), pursuant to which such persons, among other things, purchase immediately prior to the Closing an aggregate
of 11,850,000 Placement Warrants (or 13,110,000 Placement Warrants if the Over-allotment Option is exercised in full) in the Private
Placement. Pursuant to the Warrants Purchase Agreement all of the proceeds from the sale of the Placement Warrants will be deposited
by the Company in the Trust Account in accordance with the terms of the Trust Agreement prior to the Closing.
2.24. Investment
Management Trust Agreement. The Company has entered into the Trust Agreement with respect to certain proceeds of the Offering
and the Private Placement substantially in the form filed as an exhibit to the Registration Statement.
2.25. Covenants
Not to Compete. To the Company’s knowledge, no officers or directors of the Company is subject to any non-competition
agreement or non-solicitation agreement with any employer or prior employer which could materially affect his or her ability to
be an Initial Shareholder, employee, officer or director of the Company.
2.26. Investments.
No more than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940 (“Investment
Company Act”)) of the Company’s total assets consist of, and no more than 45% of the Company’s net income after
taxes is derived from, securities other than “Government Securities” (as defined in Section 2(a)(16) of the Investment
Company Act).
2.27. Subsidiaries.
The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other
business entity.
2.28. Related
Party Transactions. No relationship, direct or indirect, exists between or among any of the Company or any Company Affiliate,
on the one hand, and any director, officer, shareholder, customer or supplier of the Company or any Company Affiliate, on the other
hand, which is required by the Act, the Exchange Act or the Regulations to be described in the Registration Statement, the Preliminary
Prospectus and/or the Prospectus which is not so described and described as required. There are no outstanding loans, advances
(except normal advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company
to or for the benefit of any of the officers or directors of the Company or any of their respective family members, except as disclosed
in the Registration Statement, the Preliminary Prospectus and/or the Prospectus. The Company has not extended or maintained credit,
arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director
or officer of the Company.
2.29. 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: (i) a customer or supplier of the Company or any Company Affiliate to alter the customer’s or supplier’s
level or type of business with the Company or such affiliate; or (ii) a journalist or publication to write or publish favorable
information about the Company or any such affiliate.
2.30. Trading
of the Public Securities on the Nasdaq Capital Market. As of the Effective Date and the Closing Date, the Public Securities
will have been authorized for listing on the Nasdaq Capital Market and no proceedings have been instituted or threatened which
would effect, and no event or circumstance has occurred as of the Effective Date which is reasonably likely to effect, the listing
of the Public Securities on the Nasdaq Capital Market.
2.31. Definition
of “Knowledge”. As used in herein, the term “knowledge of the Company” (or similar language)
shall mean the knowledge of the officers and directors of the Company who are named in the Prospectus, with the assumption that
such officers and directors shall have made reasonable and diligent inquiry of the matters presented.
3. Covenants of the Company. The
Company covenants and agrees as follows:
3.1. Amendments
to Registration Statement. The Company will deliver to the Representative, prior to filing, any amendment or supplement to
the Registration Statement or Prospectus proposed to be filed after the Effective Date and not file any such amendment or supplement
to which the Representative shall reasonably object in writing.
3.2.1. Compliance.
During the time when a Prospectus is required to be delivered under the Act, the Company will use all reasonable efforts to comply
with all requirements imposed upon it by the Act, the Regulations and the Exchange Act and by the regulations under the Exchange
Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Public Securities
in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Public Securities
is required to be delivered under the Act, any event shall have occurred as a result of which, in the opinion of counsel for the
Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material
fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading, or if it is necessary during such period to amend the Registration
Statement or amend or supplement the Prospectus to comply with the Act, the Company will notify the Representative promptly and
prepare and file with the Commission, subject to Section 3.1 hereof, an appropriate amendment to the Registration Statement or
amendment or supplement to the Prospectus (at the expense of the Company) so as to correct such statement or omission or effect
such compliance.
3.2.2. Filing of
Final Prospectus. The Company will file the Prospectus (in form and substance satisfactory to the Representative) with the
Commission pursuant to the requirements of Rule 424 of the Regulations.
3.2.3. Exchange
Act Registration. For a period of five (5) years from the Effective Date, or until such earlier time upon which the Company
is required to be liquidated, the Company will use its best efforts to maintain the registration of the Units, Ordinary Shares
and Warrants under the provisions of the Exchange Act. The Company will not deregister the Units prior to the Business Combination
under the Exchange Act without the prior written consent of the Representative.
3.2.4. 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. Blue Sky
Filing. Unless the Public Securities are listed on the Nasdaq Capital Market or another national securities exchange, the Company
at its expense will endeavor in good faith, in cooperation with the Representative, at or prior to the time the Registration Statement
becomes effective, to qualify the Public Securities for offering and sale under the securities laws of such jurisdictions as the
Representative may reasonably designate, provided that no such qualification shall be required in any jurisdiction where, as a
result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business
in such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative
agrees that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements
or reports at such times as are or may be required by the laws of such jurisdiction.
3.4. Delivery
to Underwriters of Prospectuses. The Company will deliver to each of the several Underwriters, without charge, from time to
time during the period when the Prospectus is required to be delivered under the Act or the Exchange Act such number of copies
of each Preliminary Prospectus and Prospectus and all amendments and supplements to such documents as such Underwriters may reasonably
request and, as soon as the Registration Statement or any amendment or supplement thereto becomes effective, deliver to the Representative
two original executed Registration Statements, including exhibits, and all post-effective amendments thereto and copies of all
exhibits filed therewith or incorporated therein by reference and all original executed consents of certified experts.
3.5. Effectiveness
and Events Requiring Notice to the Representative. The Company will use its best efforts to cause the Registration Statement
to remain effective and will notify the Representative immediately and confirm the notice in writing: (i) of the effectiveness
of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement, or any post-effective amendment thereto or preventing or suspending the use of any
Preliminary Prospectus or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of
the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities
for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of
the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus;
(v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of
any event during the period described in Section 3.4 hereof that, in the judgment of the Company, makes any statement of a material
fact made in the Registration Statement, the Preliminary Prospectus and/or the Prospectus untrue or that requires the making of
any changes in the Registration Statement, the Preliminary Prospectus and/or the Prospectus in order to make the statements therein
(with respect to the Prospectus in light of the circumstances under which they were made), not misleading. If the Commission or
any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every
reasonable effort to obtain promptly the lifting of such order.
3.6. Review of
Financial Statements. Until the earlier of five (5) years from the Effective Date, or until such earlier date upon which the
Company is required to be liquidated, the Company, at its expense, shall cause its regularly engaged independent certified public
accountants to review (but not audit) the Company’s financial statements for each of the first three fiscal quarters prior
to the announcement or filing of quarterly financial information, if any.
3.7.1. Business
Combinations. The Company will not consummate a Business Combination with any entity which is affiliated with any sponsor,
officer and director of the Company unless the Company obtains an opinion from an independent investment banking firm regulated
by FINRA or qualified accounting firm stating the Business Combination is fair to the Company’s shareholders from a financial
perspective.
3.7.2. Administrative
Services. The Company has entered into an administrative services agreement (the “Services Agreement”) with
NESR Holdings Ltd. (the “Affiliate”) in the form filed as an exhibit to the Registration Statement pursuant
to which the Affiliate will make available to the Company general and administrative services including office space, utilities,
receptionist and secretarial support for the Company’s use for $10,000 per month.
3.7.3. Compensation.
Except as set forth in Section 3.7.2 above, the Company shall not pay any of its affiliates any fees or compensation from the Company,
for services rendered to the Company prior to, or in connection with, this Offering or the consummation of a Business Combination.
3.8. Secondary
Market Trading. In the event the Public Securities are not listed on the Nasdaq Capital Market or such other national securities
exchange, (i) the Company will apply to be included in Mergent, Inc. Manual for a period of five (5) years from the consummation
of a Business Combination, and (ii) the Company shall take such steps as may be necessary to obtain a secondary market trading
exemption for the Company’s securities in the State of California. The Company shall also take such other action as may be
reasonably requested by the Representative to obtain a secondary market trading exemption in such other states as may be requested
by the Representative.
3.9. Financial
Public Relations Firm. Promptly after the execution of a definitive agreement for a Business Combination, the Company shall
retain a reasonable financial public relations firm for a term to be agreed upon by the Company and the Representative.
3.10.1. Periodic
Reports, Etc. For a period of five (5) years from the Effective Date or until such earlier time upon which the Company is dissolved,
the Company will furnish to the Representative copies of such financial statements and other periodic and special reports as the
Company from time to time furnishes generally to holders of any class of its securities, and promptly furnish to the Representative:
(i) a copy of each periodic report the Company shall be required to file with the Commission; (ii) a copy of every press release
and every news item and article with respect to the Company or its affairs which was released by the Company; and (iii) a copy
of each Form 8-K or Schedules 13D, 13G, 14D-1 or 13E-4 received or prepared by the Company. Documents filed with the Commission
pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”) shall be deemed to have been
delivered to the Representative pursuant to this section.
3.10.2. Transfer
Sheets. For a period of five (5) years following the Effective Date or until such earlier time upon which the Company is dissolved,
the Company shall retain a reasonable transfer and warrant agent (the “Transfer Agent”). In the event the Public
Securities are not listed on the Nasdaq Capital Market or such other national securities exchange, the Company will furnish to
the Underwriters at the Company’s sole cost and expense such transfer sheets of the Company’s securities as the Representative
may request, including the daily and monthly consolidated transfer sheets of the Transfer Agent and DTC. Computershare is an acceptable
Transfer Agent to the Representative.
3.11. Disqualification
of Form S-1. For a period of seven (7) years from the date hereof, the Company will not take any action or actions which
may prevent or disqualify the Company’s use of Form S-1 (or other appropriate form) for the registration of the Ordinary
Shares underlying the Warrants.
3.12. Payment
of Expenses.
3.12.1. General
Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date,
if any, to the extent not paid at Closing Date, all expenses incident to the performance of the obligations of the Company under
this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage
with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and the printing
and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements
thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance
and delivery of the Units, Ordinary Shares and the Warrants included in the Units and the Underwriters’ Shares, including
any transfer or other taxes payable thereon; (iii) if the Public Securities are not listed on the Nasdaq Capital Market or such
other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws,
including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements
thereto, fees and disbursements for counsel of Maxim’s choice retained for such purpose; (iv) filing fees incurred in registering
the Offering with the FINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and
warrant agent; (vi) the Company’s expenses associated with “due diligence” meetings arranged by the Representative
(none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation, binding and delivery
of bound volumes in form and style reasonably satisfactory to Maxim and 12 transaction lucite cubes or similar commemorative items
in a style as reasonably requested by Maxim; (viii) all costs and expenses associated with “road show” marketing and
“due diligence” trips for the Company’s management to meet with prospective investors, including without limitation,
all travel, food and lodging expenses associated with such trips; and (ix) all other reasonable costs and expenses incident to
the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Representative
may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any,
the expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing.
Upon Closing, the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred
by the Representative, including, without limitation, its legal fees, up to an aggregate amount of $150,000 (less any amounts previously
paid).
3.12.2. Fee on
Termination of Offering. Notwithstanding anything contained herein to the contrary, upon termination of the Offering the Company
shall: (A) reimburse the Representative for, or otherwise pay and bear, the expenses and fees to be paid and borne by the Company
as provided for in Paragraph 3.12.1 above, as applicable, and (B) reimburse the Representative for the full amount of their accountable
out-of-pocket expenses actually incurred to such date (which shall include, but shall not be limited to, all fees and disbursements
of the Representative’s counsel, travel, lodging and other “road show” expenses, mailing, printing and reproduction
expenses, and any expenses incurred by the Representative in conducting their due diligence), up to an aggregate amount of $150,000,
less the amounts previously paid and any amounts previously paid to the Representative in reimbursement for such expenses. Additionally,
upon any such termination, the Representative shall return to the Company any portion of the amounts advanced towards the Underwriters’
expenses (of which $50,000 has previously been paid) in excess of the out-of-pocket accountable expenses actually incurred by the
Representative, including, without limitation, its legal fees.
3.13. Application
of Net Proceeds. The Company will apply the net proceeds from the Offering received by it in a manner consistent with the application
described under the caption “Use of Proceeds” in the Prospectus.
3.14. Delivery
of Earnings Statements to Security Holders. The Company will make generally available to its security holders as soon as practicable,
but not later than the first day of the fifteenth (15th) full calendar month following the Effective Date, an earnings statement
(which need not be certified by independent public or independent certified public accountants unless required by the Act or the
Regulations, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Act) covering a period of at least
twelve (12) consecutive months beginning after the Effective Date.
3.15.1. Business
Combination. In the event that, within 90 days of the Effective Date, any person or entity (regardless of any FINRA affiliation
or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition
services, the Company shall provide the following to the FINRA and the Representative prior to the consummation of the Business
Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification as to
why the person or entity providing the merger and acquisition services should not be considered an “underwriter and related
person” with respect to the Company’s initial public offering, as such term is defined in Rule 5110 of FINRA’s
Rules. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in any proxy or
tender offer statement which the Company files in connection with the Business Combination.
3.15.2. Broker/Dealer.
In the event the Company intends to register as a broker/dealer, merge with or acquire a registered broker/dealer, or otherwise
become a member of FINRA, it shall promptly notify FINRA.
3.16. Stabilization.
Neither the Company, nor, to its knowledge, any of its employees, directors or shareholders (without the consent of the Representative)
has taken or will take, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected
to cause or result in, under the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Units.
3.17. Internal
Controls. The Company will maintain a system of internal accounting controls sufficient to provide reasonable assurances that:
(i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded
as necessary in order to permit preparation of financial statements in accordance with generally accepted accounting principles
and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general
or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals
and appropriate action is taken with respect to any differences.
3.18. Accountants.
For a period of five (5) years from the Effective Date or until such earlier time upon which the Company is required to be liquidated,
the Company shall retain Xxxxxx or other independent public accountants that are of equivalent size and reputation.
3.19. Form 8-K.
The Company shall, on the date hereof, retain its independent public accountants to audit the financial statements of the Company
as of the Closing Date (the “Audited Financial Statements”) reflecting the receipt by the Company of the proceeds
of the initial public offering and the Private Placement, as well as the proceeds from the exercise of the Over-Allotment if such
exercise has occurred on the date of the Prospectus. Within four (4) Business Days of the Closing Date, the Company will file a
Current Report on Form 8-K with the Commission, which Report shall contain the Company’s Audited Financial Statements.
3.20. FINRA.
The Company shall advise FINRA if it is aware that any 5% or greater shareholder of the Company becomes an affiliate or associated
person of a FINRA member participating in the distribution of the Company’s Public Securities.
3.21. Corporate
Proceedings. All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement and
the transactions contemplated hereby shall have been done to the reasonable satisfaction of counsels for the Underwriters and the
Company.
3.22. Investment
Company. The Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested only in “government
securities” with specific maturity dates or in money market funds meeting certain conditions under Rule 2a-7 promulgated
under the Investment Company Act as set forth in the Trust Agreement and disclosed in the Prospectus. The Company will otherwise
conduct its business in a manner so that it will not become subject to the Investment Company Act. Furthermore, once the Company
consummates a Business Combination, it will be engaged in a business other than that of investing, reinvesting, owning, holding
or trading securities.
3.23. Business
Combination Announcement. Within four (4) Business Days following the consummation by the Company of a Business Combination,
the Company shall endeavor to cause an announcement (“Business Combination Announcement”) to be issued by a
press release service announcing the consummation of the Business Combination. To the extent the Company wants to include the names
of the Underwriters in the Business Combination Announcement, the Company shall supply the Representative with a draft of the Business
Combination Announcement and provide the Representative with a reasonable advance opportunity to comment thereon.
3.24. [Intentionally
Omitted].
3.25. Press Releases.
The Company agrees that it will not issue press releases or engage in any other publicity, without Maxim’s prior written
consent (not to be unreasonably withheld), for a period of forty-five (45) days after the Closing Date.
3.26. Electronic
Prospectus. The Company shall cause to be prepared and delivered to the Representative, at its expense, within one (1)
Business Day from the Effective Date, an Electronic Prospectus to be used by the Underwriters in connection with the Offering.
As used herein, the term “Electronic Prospectus” means a form of prospectus, and any amendment or supplement
thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory to the Representative,
that may be transmitted electronically by the other Underwriters to offerees and purchasers of the Units for at least the period
during which a Prospectus relating to the Units is required to be delivered under the Securities Act; (ii) it shall disclose the
same information as the paper prospectus and prospectus filed pursuant to XXXXX, except to the extent that graphic and image material
cannot be disseminated electronically, in which case such graphic and image material shall be replaced in the electronic prospectus
with a fair and accurate narrative description or tabular representation of such material, as appropriate; and (iii) it shall be
in or convertible into a paper format or an electronic format, satisfactory to the Representative, that will allow recipients thereof
to store and have continuously ready access to the prospectus at any future time, without charge to such recipients (other than
any fee charged for subscription to the Internet as a whole and for on-line time). The Company hereby confirms that it has included
or will include in the Prospectus filed pursuant to XXXXX or otherwise with the Commission and in the Registration Statement at
the time it was declared effective an undertaking that, upon receipt of a request by an investor or his or her representative within
the period when a prospectus relating to the Units is required to be delivered under the Securities Act, the Company shall transmit
or cause to be transmitted promptly, without charge, a paper copy of the Prospectus.
3.27. Reservation
of Shares. The Company will reserve and keep available that maximum number of its authorized but unissued securities which
are issuable upon exercise of the Warrants and the Placement Warrants outstanding and the issuance of the Underwriters’ Shares
from time to time.
3.28. Private
Placement Proceeds. Immediately upon establishment of the Trust Account and prior to the Closing, the Company shall deposit
all of the proceeds from the Private Placement in the Trust Account and shall provide the Representative with evidence of the same.
3.29. No Amendment
to Charter.
(i) The Company covenants and agrees it
will not seek to amend or modify Article 23 of its Amended and Restated Memorandum and Articles of Association without the prior
approval of its Board of Directors and the affirmative vote of at least 65% of the Ordinary Shares that voted on such matter.
(ii) The Company acknowledges
that the purchasers of the Units in this Offering shall be deemed to be third party beneficiaries of this Section 3.29.
(iii) The Representative and the Company
specifically agree that this Section 3.29 shall not be modified or amended in any way without the approval of at least 65% of the
Ordinary Shares that voted on such matter.
3.30. Financial
Printer. The Company shall retain a reasonable financial printer, for the purpose of facilitating the Company’s XXXXX
filings and the printing of the Preliminary Prospectus and Prospectus.
3.31. Listing
on the Nasdaq Capital Market. The Company will use commercially reasonable efforts to maintain the listing of the Public Securities
on the Nasdaq Capital Market or such other national securities exchange until the earlier of five (5) years from the Effective
Date or until the Public Securities are no longer registered under the Exchange Act.
3.32. Payment
of Deferred Underwriting Commission on Business Combination. Upon the consummation of a Business Combination, the Company agrees
that it will cause the Trustee to pay the Deferred Underwriting Commission directly from the Trust Account to Maxim, in accordance
with Section 1.3.
3.33. Right of
Participation. Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall
have the right of participation (the “Right of Participation”), for a period of twelve months following the
Business Combination, to act as joint book running manager with at least 30% of the economics for any and all future public equity
offerings of the Company or any successor to the Company (each, a “Subject Transaction”), so long as the Representative
agrees to match the exact terms provided by the lead manager. The Right of Participation shall also encompass the time period leading
up to the closing of the Business Combination while the Company is still a special purpose acquisition company. The Representative
shall be afforded the same terms of compensation in connection with its right as the lead manager and the Representative has to
exactly match all the other terms being provided by the lead manager. The Company shall notify the Representative of its intention
to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by email or registered
mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of Participation
with respect to the Subject Transaction within one Business Day after receiving the written notice, then the Representative shall
have no further claim or right with respect to the Subject Transaction. If the Representative fails to exercise its Right of Participation
with respect to any two Subject Transactions within one Business Day after receiving the applicable written notice, then the Representative
shall have no further claim or right with respect to such Subject Transactions and all future and other Subject Transactions. The
Representative may elect, in its sole and absolute discretion, not to exercise its Right of Participation with respect to any Subject
Transaction; provided that, pursuant to FINRA Rule 5110(f)(2)(F)(ii), the Representative shall not have more than one opportunity
to waive or terminate the Right of Participation in consideration of any payment or fee. The terms and conditions of any such engagements
shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by
the Representative, market conditions, the absence of a material adverse change to the Company's business, financial condition
and prospects, approval of the Representative's internal committee and any other conditions that the Representative may deem appropriate
for transactions of such nature. In addition, during the time period articulated in this Section 3.33, NBCF will have a Right of
Participation to act as a co-manager for any and all future public equity offerings with future economic consideration to be negotiated
at a later date between the Company and NBCF.
4. Conditions of Underwriters’
Obligations. The obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject
to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing
Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions
hereof and to the performance by the Company of its obligations hereunder and to the following conditions:
4.1.1. Effectiveness
of Registration Statement. The Registration Statement shall have become effective not later than 5:00 P.M., New York time,
on the date of this Agreement or such later date and time as shall be consented to in writing by the Representative, and, at each
of the Closing Date and the Option Closing Date, no stop order suspending the effectiveness of the Registration Statement shall
have been issued and no proceedings for the purpose shall have been instituted or shall be pending or contemplated by the Commission
and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction
of Loeb & Loeb LLP (“Loeb”).
4.1.2. FINRA Clearance.
By the Effective Date, the Representative shall have received clearance from the FINRA as to the amount of compensation allowable
or payable to the Underwriters as described in the Registration Statement.
4.1.3. No Commission
Stop Order. At each of the Closing Date and the Option Closing Date, the Commission has not issued any order or threatened
to issue any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or any part thereof, and has
not instituted or threatened to institute any proceedings with respect to such an order.
4.1.4. No Blue
Sky Stop Orders. No order suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to
Section 3.3 hereof, if any, shall have been issued on either the Closing Date or the Option Closing Date, and no proceedings for
that purpose shall have been instituted or shall be contemplated.
4.1.5. The Nasdaq
Capital Market. By the Effective Date, the Securities shall have been approved for trading on the Nasdaq Capital Market.
4.2.1. Closing
Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of each of Ellenoff
Xxxxxxxx & Schole LLP (“EGS”), counsel to the Company, and Ogier (“Ogier”), British Virgin Islands
counsel to the Company, each dated the Closing Date, and addressed to the Representative and the other Underwriters and in form
and substance reasonably satisfactory to the Representative.
The opinion of EGS and
Ogier shall further include a statement to the effect that such counsel has participated in conferences with officers and other
representatives of the Company, representatives of the independent public accountants for the Company and representatives of the
Underwriters at which the contents of the Registration Statement, final Preliminary Prospectus, the Prospectus and related matters
were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness
or fairness of the statements contained in the Registration Statement, final Preliminary Prospectus and the Prospectus (except
as otherwise set forth in this opinion), no facts have come to the attention of such counsel which lead them to believe that either
the Registration Statement, final Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, as of the date
of such opinion contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being
understood that such counsel need express no opinion with respect to the financial statements and related notes and schedules and
other financial and statistical data included in the Registration Statement, final Preliminary Prospectus or the Prospectus or
matters relating to the sale of securities in any jurisdiction outside the U.S.). The opinion of counsel shall state that such
counsel is not opining as to the Placement Securities with respect to any rights to rescind or the effect any exercise of such
rights will have on any other securities of the Company or on the Offering.
4.2.2. Option Closing
Date Opinion of Counsel. On each Option Closing Date, if any, the Representative shall have received the favorable opinion
of EGS and Ogier, dated each Option Closing Date, addressed to the Representative and in form and substance reasonably satisfactory
to counsel to the Representative, confirming as of each Option Closing Date, the statements made by EGS and Ogier, as applicable,
in its opinion delivered on the Closing Date.
4.2.3. Reliance.
In rendering such opinion, such counsel may rely: (i) with respect to the opinion of EGS, as to matters involving the application
of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent EGS deems proper and
to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory
to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii)
as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and
officers of departments of various jurisdiction having custody of documents respecting the corporate existence or good standing
of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel
if requested. The opinion of EGS and Ogier and any opinion relied upon by such counsel for the Company shall include a statement
to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
4.3. Cold Comfort
Letter. At the time this Agreement is executed, and at each of the Closing Date and the Option Closing Date, if any, the Representative
shall have received a letter, addressed to the Representative and in form and substance satisfactory in all respects (including
the nature of the changes or decreases, if any, referred to in clause (iii) below) to the Representative from Xxxxxx dated, respectively,
as of the date of this Agreement and as of the Closing Date and the Option Closing Date, if any:
(i) Confirming that they are an independent
registered public accounting firm with respect to the Company within the meaning of the Act and the applicable Regulations;
(ii) Stating that in their opinion the
financial statements of the Company included in the Registration Statement, the Preliminary Prospectus and the Prospectus comply
as to form in all material respects with the applicable accounting requirements of the Act and the Regulations thereunder;
(iii) Stating that, on the basis of limited
procedures which included a reading of the latest available minutes of the shareholders and board of directors and the various
committees of the board of directors, consultations with officers and other employees of the Company responsible for financial
and accounting matters and other specified procedures and inquiries, nothing has come to their attention which would lead them
to believe that: (a) at a date not later than five (5) days prior to the Effective Date, Closing Date or Option Closing Date, as
the case may be, there was any change in the capital stock or long-term debt of the Company, other than as set forth in or contemplated
by the Registration Statement, the Preliminary Prospectus and the Prospectus, or, if there was any decrease, setting forth the
amount of such decrease; and (c) during the period from February 10, 2017 (balance sheet date) to a specified date not later than
five (5) days prior to the Effective Date, Closing Date or Option Closing Date, as the case may be, there was any decrease in net
earnings or net earnings per Ordinary Share, in each case as compared with the corresponding period in the preceding year and as
compared with the corresponding period in the preceding year, other than as set forth in or contemplated by the Registration Statement,
the Preliminary Prospectus and the Prospectus, or, if there was any such decrease, setting forth the amount of such decrease;
(iv) Stating they have compared specific
dollar amounts, numbers of shares, percentages of earnings, statements and other financial information pertaining to the Company
set forth in the Registration Statement, the Preliminary Prospectus and the Prospectus in each case to the extent that such amounts,
numbers, percentages, statements and information may be derived from the general accounting records, including work sheets, of
the Company and excluding any questions requiring an interpretation by legal counsel, with the results obtained from the application
of specified readings, inquiries and other appropriate procedures (which procedures do not constitute an examination in accordance
with the standards of the PCAOB) set forth in the letter and found them to be in agreement; and
(v) Statements as to such other matters
incident to the transaction contemplated hereby as the Representative may reasonably request.
4.4.1. Officers’ Certificate.
At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company
signed by the Chairman of the Board or the President and the Secretary or Assistant Secretary of the Company, dated the Closing
Date or the Option Closing Date, as the case may be, to the effect that the Company has performed all covenants and complied with
all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date,
or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4.5 hereof have been satisfied as
of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties
of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other
and further certificates of officers of the Company as the Representative may reasonably request.
4.4.2. Officer’s
Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate
of the Company signed by the Chief Financial Officer of the Company, dated the Closing Date or the Option Date, as the case may
be, respectively, certifying: (i) that the Amended and Restated Memorandum and Articles of Association of the Company are true
and complete, have not been modified and are in full force and effect; (ii) that the board resolutions relating to the public offering
contemplated by this Agreement are in full force and effect and have not been modified; (iii) all correspondence between the Company
or its counsel and the Commission; (iv) all correspondence between the Company or its counsel and the Nasdaq Stock Market; and
(v) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such
certificate.
4.5. No Material
Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material
adverse change or development that is likely to result in a material adverse change in the condition or prospects or the business
activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration
Statement and Prospectus; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against
the Company, its officers, or directors before or by any court or federal or state commission, board or other administrative agency
wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial
condition or income of the Company, except as set forth in the Registration Statement, the Preliminary Prospectus and Prospectus;
(iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or threatened by
the Commission; and (iv) the Registration Statement, the Preliminary Prospectus and the Prospectus and any amendments or supplements
thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations
and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement,
the Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material
fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case
of the Prospectus, in light of the circumstances under which they were made), not misleading.
4.6. Delivery
of Agreements. On the Effective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement,
the Warrant Agreement, the Services Agreement, all of the Insider Letters and the Warrants Purchase Agreement.
4.7. Canadian
Matters. Following the Closing Date (and the Option Closing Date, if applicable), the Company shall within the prescribed time
period file with the appropriate Canadian securities regulatory authorities reports of exempt trade on Form 45-106F1 and make any
other filings as required by applicable Canadian securities laws.
5.1. Indemnification
of Underwriters.
5.1.1. General.
Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless each of the Underwriters and each
dealer selected by the Representative that participates in the offer and sale of the Units (each a “Selected Dealer”)
and each of their respective directors, officers and employees and each person, if any, who controls any such Underwriter (“Controlling
Person”) within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against any and all loss,
liability, claim, damage and expense whatsoever (including but not limited to any and all legal or other expenses reasonably incurred
in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, whether arising
out of any action between any of the Underwriters and the Company or between any of the Underwriters and any third party or otherwise)
to which they or any of them may become subject under the Act, the Exchange Act or any other federal, state or local statute, law,
rule, regulation or ordinance or at common law or otherwise or under the laws, rules and regulation of foreign countries, arising
out of or based upon any untrue statement or alleged untrue statement of a material fact contained in: (i) any Preliminary Prospectus,
the Registration Statement, or the Prospectus (as from time to time each may be amended and supplemented); (ii) in any post-effective
amendment or amendments or any new registration statement and prospectus in which is included the Underwriters’ Shares; or
(iii) any application or other document or written communication (in this Section 5 collectively called “Application”)
executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the
Units under the securities laws thereof or filed with the Commission, any state securities commission or agency, the Nasdaq Stock
Market or any securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, unless
such statement or omission was made in reliance upon and in conformity with written information furnished to the Company with respect
to an Underwriter by or on behalf of such Underwriter expressly for use in any Preliminary Prospectus, the Registration Statement,
or the Prospectus, or any amendment or supplement thereof. With respect to any untrue statement or omission or alleged untrue statement
or omission made in the Preliminary Prospectus, the indemnity agreement contained in this paragraph shall not inure to the benefit
of any Underwriter to the extent that any loss, liability, claim, damage or expense of such Underwriter results from the fact that
a copy of the Prospectus was not given or sent to the person asserting any such loss, liability, claim or damage at or prior to
the written confirmation of sale of the Securities to such person as required by the Act and the Regulations, and if the untrue
statement or omission has been corrected in the Prospectus, unless such failure to deliver the Prospectus was a result of non-compliance
by the Company with its obligations under Section 3.4 hereof. The Company agrees promptly to notify the Representative of the commencement
of any litigation or proceedings against the Company or any of its officers, directors or Controlling Persons in connection with
the issue and sale of the Securities or in connection with the Preliminary Prospectus, the Registration Statement, or the Prospectus.
5.1.2. Procedure.
If any action is brought against an Underwriter or Controlling Person in respect of which indemnity may be sought against the Company
pursuant to Section 5.1.1, such Underwriter shall promptly notify the Company in writing of the institution of such action and
the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the reasonable approval
of such Underwriter) and payment of actual expenses. Such Underwriter or Controlling Person shall have the right to employ its
or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or
such Controlling Person unless: (i) the employment of such counsel at the expense of the Company shall have been authorized in
writing by the Company in connection with the defense of such action within reasonable time under the circumstances; (ii) the Company
shall not have employed counsel to have charge of the defense of such action; or (iii) such indemnified party or parties shall
have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available
to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified
party or parties), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected
by the Underwriter and/or Controlling Person shall be borne by the Company. Notwithstanding anything to the contrary contained
herein, if the Underwriter or Controlling Person shall assume the defense of such action as provided above, the Company shall have
the right to approve the terms of any settlement of such action which approval shall not be unreasonably withheld.
5.2. Indemnification
of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors,
officers and employees and agents who control the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange
Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to the
several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions
made in any Preliminary Prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereto, or in
any Application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to
such Underwriter by or on behalf of the Underwriter expressly for use in such Preliminary Prospectus, the Registration Statement,
or the Prospectus, or any amendment or supplement thereto or in any such Application, which furnished written information, it is
expressly agreed, consists solely of the information described in the last sentence of Section 2.3.1. In case any action shall
be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement,
or the Prospectus, or any amendment or supplement thereto or any Application, and in respect of which indemnity may be sought against
any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other person
so indemnified shall have the rights and duties given to the several Underwriters by the provisions of Section 5.1.2.
5.3.1. 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, the Company and the Underwriters shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the
nature contemplated by said indemnity agreement incurred by the Company and the Underwriters, as incurred, in such proportions
that the Underwriters are responsible for that portion represented by the percentage that the underwriting discount appearing on
the cover page of the Prospectus bears to the initial offering price appearing thereon and the Company is responsible for the balance;
provided, that, no person guilty of a fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall
be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding the provisions
of this Section 5.3.1, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price
at which the Public Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of
any damages that such Underwriter has otherwise been required to pay in respect of such losses, liabilities, claims, damages and
expenses. For purposes of this Section, each director, officer and employee of an Underwriter or the Company, as applicable, and
each person, if any, who controls an Underwriter or the Company, as applicable, within the meaning of Section 15 of the Act shall
have the same rights to contribution as the Underwriters or the Company, as applicable.
5.3.2. Contribution
Procedure. Within fifteen (15) days after receipt by any party to this Agreement (or its representative) of notice of the commencement
of any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made against another
party (“Contributing Party”), notify the Contributing Party of the commencement thereof, but the omission to
so notify the Contributing Party will not relieve it from any liability which it may have to any other party other than for contribution
hereunder. In case any such action, suit or proceeding is brought against any party, and such party notifies a Contributing Party
or its representative of the commencement thereof within the aforesaid fifteen (15) days, the Contributing Party will be entitled
to participate therein with the notifying party and any other Contributing Party similarly notified. Any such Contributing Party
shall not be liable to any party seeking contribution on account of any settlement of any claim, action or proceeding effected
by such party seeking contribution on account of any settlement of any claim, action or proceeding effected by such party seeking
contribution without the written consent of such Contributing Party. The contribution provisions contained in this Section are
intended to supersede, to the extent permitted by law, any right to contribution under the Act, the Exchange Act or otherwise available.
The Underwriters’ obligations to contribute pursuant to this Section 5.3 are several and not joint.
6.1. Default
Not Exceeding 10% of Firm Units or Option Units. If any Underwriter or Underwriters other than NBCF with respect to the Shortfall
Shares shall default in its or their obligations to purchase the Firm Units or the Option Units, if the over-allotment option is
exercised, hereunder, and if the number of the Firm Units or Option Units with respect to which such default relates does not exceed
in the aggregate 10% of the number of Firm Units or Option Units that all Underwriters have agreed to purchase hereunder, then
such Firm Units or Option Units to which the default relates shall be purchased by the non-defaulting Underwriters in proportion
to their respective commitments hereunder. In no event shall any Underwriter other than NBCF be required to purchase Shortfall
Shares.
6.2. Default
Exceeding 10% of Firm Units or Option Units. In the event that the default addressed in Section 6.1 above relates to more than
10% of the Firm Units or Option Units, the Representative may in its discretion arrange for itself or for another party or parties
to purchase such Firm Units or Option Units to which such default relates on the terms contained herein. If, within one (1) Business
Day after such default relating to more than 10% of the Firm Units or Option Units, the Representative does not arrange for the
purchase of such Firm Units or Option Units, then the Company shall be entitled to a further period of one (1) Business Day within
which to procure another party or parties satisfactory to the Company and the Representative to purchase said Firm Units or Option
Units on such terms. In the event the Representative does not arrange for the purchase of the Firm Units or Option Units to which
a default relates as provided in this Section 6, this Agreement may be terminated by the Company without liability on the part
of the Company (except as provided in Sections 3.12 and 5 hereof) or the several Underwriters (except as provided in Section 5
hereof); provided, however, that if such default occurs with respect to the Option Units, this Agreement will not
terminate as to the Firm Units; and provided further that nothing herein shall relieve a defaulting Underwriter of its liability,
if any, to the other several Underwriters and to the Company for damages occasioned by its default hereunder.
6.3. Postponement
of Closing Date. In the event the Firm Units or Option Units to which the default relates are to be purchased by the non-defaulting
Underwriters, or are to be purchased by another party or parties as aforesaid, the Representative or the Company shall have the
right to postpone the Closing Date or Option Closing Date for a reasonable period, but not in any event exceeding five (5) Business
Days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Preliminary Prospectus
and/or the Prospectus, as the case may be, or in any other documents and arrangements, and the Company agrees to file promptly
any amendment to, or to supplement, the Registration Statement, the Preliminary Prospectus and/or the Prospectus, as the case may
be, that in the opinion of counsel for the Underwriters may thereby be made necessary. The term “Underwriter” as used
in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been a party
to this Agreement with respect to such Securities.
7.1. Additional
Shares or Options. The Company hereby agrees that until the Company consummates a Business Combination, it shall not issue
any Ordinary Shares or any options or other securities convertible into Ordinary Shares, or any shares of Preferred Stock which
participate in any manner in the Trust Account or which vote as a class with the Ordinary Shares on a Business Combination.
7.2. Trust Account
Waiver Acknowledgments. The Company hereby agrees that it will not commence its due diligence investigation of any operating
business or businesses which the Company seeks to acquire (each, a “Target Business”) unless and until such
Target Business acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document
(and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that: (i) it has read the Prospectus
and understands that the Company has established the Trust Account, initially in an amount of $210,000,000 for the benefit of the
Public Shareholders, and that (ii) for and in consideration of the Company agreeing to evaluate such Target Business for purposes
of consummating a Business Combination with it, such Target Business agrees that it does not have any right, title, interest or
claim of any kind in or to any monies of the Trust Account (“Claim”) and waives any Claim it may have in the
future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse
against the Trust Account for any reason whatsoever. The Company further agrees that it will use its best efforts, prior to obtaining
the services of any vendor, to obtain a written acknowledgment from such vendor, whether through a letter of intent, memorandum
of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of
the foregoing), that: (i) such vendor has read the Prospectus and understands that the Company has established the Trust Account,
initially in an amount of $210,000,000 for the benefit of the Public Shareholders, and that (ii) for and in consideration of the
Company agreeing to engage the services of the vendor, such vendor agrees that it does not have any Claim and waives any Claim
it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will
not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form
attached hereto as Exhibit A and B, respectively. Furthermore, each officer and director of the Company shall execute
a waiver letter in the form attached hereto as Exhibit C.
7.3. Insider
Letters. The Company shall not take any action or omit to take any action which would cause a material breach of any of the
Insider Letters executed between each Initial Shareholder or the Warrants Purchase Agreement and will not allow any amendments
to, or waivers of, such Insider Letters or the Warrants Purchase Agreement without the prior written consent of the Representative.
7.4. Amended
and Restated Memorandum and Articles of Association. The Company shall not take any action or omit to take any action that
would cause the Company to be in material breach or violation of its Amended and Restated Memorandum and Articles of Association.
Except as provided in Section 3.29, prior to the consummation of an initial Business Combination, the Company will not amend its
Amended and Restated Memorandum and Articles of Association, without the prior written consent of the Representative.
7.5. Tender Offer
Documents, Proxy Materials and Other Information. The Company shall provide counsel to the Representative with copies of all
tender offer documents or proxy information and all related material filed with the Commission in connection with a Business Combination
concurrently with such filing with the Commission. In addition, the Company shall furnish any other state in which its initial
public offering was registered, such information as may be requested by such state.
7.6. Acquisition/Liquidation
Procedure. The Company agrees that it will comply with Article 23 of its Amended and Restated Memorandum and Articles of Association
in connection with the consummation of a Business Combination or the failure to consummate a Business Combination within 24 months
from the Closing Date (subject to extension as described in the Prospectus).
7.7. Rule 419.
The Company agrees that it will use its best efforts to prevent the Company from becoming subject to Rule 419 under the Act prior
to the consummation of any Business Combination, including, but not limited to, using its best efforts to prevent any of the Company’s
outstanding securities from being deemed to be a “xxxxx stock” as defined in Rule 3a-51-1 under the Exchange Act during
such period.
7.8. Presentation
of Potential Target Businesses. The Company shall cause each of its officers and directors to agree that, in order to minimize
potential conflicts of interest which may arise from multiple affiliations, the officers and directors will present to the Company
for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business,
until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company, subject to any
pre-existing fiduciary obligations the officers and directors might have.
8. Representations
and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties and agreements
contained in this Agreement shall be deemed to be representations, warranties and agreements at the Closing Date or the Option
Closing Date, if any, and such representations, warranties and agreements of the Underwriters and Company, including the indemnity
agreements contained in Section 5 hereof, shall remain operative and in full force and effect regardless of any investigation made
by or on behalf of any Underwriter, the Company or any Controlling Person, and shall survive termination of this Agreement or the
issuance and delivery of the Units to the several Underwriters until the earlier of the expiration of any applicable statute of
limitations and the seventh anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the
representations, warranties and agreements shall terminate and be of no further force and effect.
9. Effective Date of This Agreement
and Termination Thereof.
9.1. Effective
Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective
by the Commission.
9.2. Termination.
The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date: (i) if any domestic
or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate
future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange,
the American Stock Exchange, the Nasdaq Stock Market or on the OTC Bulletin Board (or successor trading market) shall have been
suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have
been fixed, or maximum ranges for prices for securities shall have been required on the OTC Bulletin Board or by order of the Commission
or any other government authority having jurisdiction; or (iii) if the United States shall have become involved in a war or an
initiation or increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority,
or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities
markets; or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage
or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s
opinions, make it inadvisable to proceed with the delivery of the Units; or (vii) if any of the Company’s representations,
warranties or covenants hereunder are breached; or (viii) if the Representative shall have become aware after the date hereof of
such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market
conditions, including, without limitation, as a result of terrorist activities after the date hereof, as in the Representative’s
judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made
by the Underwriters for the sale of the Units.
9.3. Expenses.
In the event this Agreement shall not be carried out for any reason whatsoever, except as a result of the Representative’s
or any Underwriters’ breach or default with respect to any of its material obligations pursuant to this Agreement, within
the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out-of-pocket
expenses actually incurred by the Representative related to the transactions contemplated herein shall be governed by Section 3.12
hereof.
9.4. Indemnification.
Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement,
and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by, such
election or termination or failure to carry out the terms of this Agreement or any part hereof.
10.1. Notices.
All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed, delivered
by hand or reputable overnight courier or delivered by facsimile transmission (with printed confirmation of receipt) and confirmed
and shall be deemed given when so mailed, delivered or faxed (or if mailed, two (2) days after such mailing):
If to the Representative:
Maxim Group
LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx,
XX 00000
Attn.: Xxxxxxxx X. Xxxxxx,
Executive Managing Director, Investment Banking
Fax: 000-000-0000
Copy to (which copy shall not
be deemed to constitute notice to the Representative):
Loeb & Loeb
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxxx X. Xxxxxxxx,
Esq. and Xxxxxxxx Xxxxxx, Esq.
Fax: (000) 000-0000
If to the Company:
National Energy Services Reunited
Corp.
000 Xxxx Xxx Xxxx., Xxxxx 000
Xxxxxxx, Xxxxx 00000
Fax:
Attn: Xxxxxx Xxxx and Xxxxxx Xxxx
Copy to (which copy shall not
be deemed to constitute notice to the Company):
Ellenoff Xxxxxxxx & Schole LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxxxxx, Esq. and Xxxxx X. Xxxxxxxx, Esq.
Fax: (000) 000-0000
To the extent the Underwriters and/or the
Representative are required to consent to an action taken by the Company pursuant to Sections 3.2.3, 3.16 and 3.25 of this Agreement,
then such consenting party shall deliver a response to the Company within a reasonable time frame, but in no event greater than
five (5) Business Days after the Representative is notified of such action. If a response is not delivered during that time frame,
the Company will be entitled to take the applicable action as if it had received the necessary consent.
10.2. Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Agreement.
10.3. Amendment.
This Agreement may only be amended by a written instrument executed by each of the parties hereto.
10.4. Entire
Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with
this Agreement) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof (and thereof),
and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof
(and thereof).
10.5. Binding
Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters,
the Company and the Controlling Persons, directors and officers referred to in Section 5 hereof, and their respective successors,
legal representatives and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy
or claim under or in respect of or by virtue of this Agreement or any provisions herein contained.
10.6.1. This Agreement
shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to
the conflict of laws principles thereof. The Company irrevocably waives, to the fullest extent permitted by law, any objection
that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any
claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process
or summons to be served upon the Company 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 in any action, proceeding or claim. The Company 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 Representative in any competent court.
10.6.2. THE COMPANY
(ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) AND THE UNDERWRITERS
HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.
10.6.3. The Company
agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable
attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.
10.7. Execution
in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto. Delivery of a signed counterpart of this Agreement by fax or email/.pdf transmission shall
constitute valid and sufficient delivery thereof.
10.8. Waiver,
Etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed
or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof
or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach,
non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument
executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance
or non-fulfillment.
10.9. No Fiduciary
Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the
offering of the Company’s securities. The Company further acknowledges that the Underwriters are acting pursuant to a contractual
relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend
that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other
person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of
the Company’s securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary
or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters
leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company and
the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions,
and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited
to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations
to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may
have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection
with the transactions contemplated by this Agreement or any matters leading up to such transactions.
[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.
Agreed to and accepted on the date first above written. |
|
MAXIM GROUP LLC, as Representative of the several Underwriters |
By: |
/s/ Xxxxx Xxxxxx |
|
|
Name: |
Xxxxx Xxxxxx |
|
|
Title: |
Executive Managing Director |
|
|
|
Head of Investment Banking |
|
Acknowledged and Agreed
as to Sections 1.1, 1.3, 1.5 and 3.33 on the
date first above written.
NATIONAL BANK OF CANADA FINANCIAL INC. |
|
|
|
|
By: |
/s/ Xxxx Xxxxxxxx |
|
|
Name: |
Xxxx Xxxxxxxx |
|
|
Title: |
MD, head of ECM |
|
SCHEDULE A
NATIONAL
ENERGY SERVICES REUNITED CORP.
21,000,000 Units
Underwriter | |
Number of Firm Units to be Purchased | |
Maxim Group LLC | |
| 12,600,000 | |
National Bank of Canada Financial Inc. | |
| 8,400,000 | |
| |
| | |
TOTAL | |
| 21,000,000 | |
EXHIBIT A
Form of Target Business Letter
National Energy Services Reunited Corp.
000 Xxxx Xxx Xxxx., Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attn.:
Gentlemen:
Reference is made to
the Final Prospectus of National Energy Services Reunited Corp. (the “Company”), dated ______, 2017 (the “Prospectus”).
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus.
We have read the Prospectus
and understand that the Company has established a “trust account”, initially in an amount of at least $210,000,000
for the benefit of the “public shareholders” and the underwriters of the Company’s initial public offering (the
“Underwriters”) and that, except for (i) interest earned on the trust account that may be released to the Company
to pay any taxes it incurs, and (ii) interest earned by the trust account that may be released to the Company from time to time
to fund the Company’s working capital and general corporate requirements, proceeds in the trust account will not be released
until (a) the consummation of a Business Combination, or (b) the dissolution and liquidation of the Company if it is unable to
consummate a Business Combination within the allotted time.
For and in consideration
of the Company agreeing to evaluate the undersigned for purposes of consummating a business combination or other form of acquisition
with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies
in the trust account (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or
arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the trust account
for any reason whatsoever.
|
|
|
Print Name of Target Business |
|
|
|
|
|
Authorized Signature of Target Business |
EXHIBIT B
Form of Vendor Letter
National Energy Services Reunited Corp.
000 Xxxx Xxx Xxxx., Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attn.:
Gentlemen:
Reference is made to
the Final Prospectus of National Energy Services Reunited Corp. (the “Company”), dated ______, 2017 (the “Prospectus”).
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus.
We have read the Prospectus
and understand that the Company has established a “trust account”, initially in an amount of at least $210,000,000
for the benefit of the “public shareholders” and the underwriters of the Company’s initial public offering (the
“Underwriters”) and that, except for (i) interest earned on the trust account that may be released to the Company
to pay any taxes it incurs, and (ii) interest earned by the trust account that may be released to the Company from time to time
to fund the Company’s working capital and general corporate requirements, proceeds in the trust account will not be released
until (a) the consummation of a Business Combination, or (b) the dissolution and liquidation of the Company if it is unable to
consummate a Business Combination within the allotted time.
For and in consideration
of the Company agreeing to use the products or services of the undersigned, the undersigned hereby agrees that it does not have
any right, title, interest or claim of any kind in or to any monies in the trust account (the “Claim”) and hereby
waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the
Company and will not seek recourse against the trust account for any reason whatsoever.
|
|
|
Print Name of Vendor |
|
|
|
|
|
Authorized Signature of Vendor |
EXHIBIT C
Form of Director/Officer Letter
National Energy Services Reunited Corp.
000 Xxxx Xxx Xxxx., Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attn.:
Gentlemen:
The undersigned officer
or director of National Energy Services Reunited Corp. (the “Company”) hereby acknowledges that the Company
has established the “trust account”, initially in an amount of at least $210,000,000 for the benefit of the “public
shareholders” and the underwriters of the Company’s initial public offering (the “Underwriters”)
and that, except for (i) interest earned on the trust account that may be released to the Company to pay any taxes it incurs, and
(ii) interest earned by the trust account that may be released to the Company from time to time to fund the Company’s working
capital and general corporate requirements, proceeds in the trust account will not be released until (a) the consummation of a
Business Combination, or (b) the dissolution and liquidation of the Company if it is unable to consummate a Business Combination
within the allotted time.
The undersigned hereby
agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the trust account (the “Claim”)
and hereby waives any Claim it may have in the future as a result of, or arising out of, any contracts or agreements with the Company
and will not seek recourse against the trust account for any reason whatsoever.
Notwithstanding the
foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market.
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Print Name of Officer/Director |
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Authorized Signature of Officer/Director |