Common use of Payment and Delivery Clause in Contracts

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of the proceeds received by the Company from the sale of the Firm Units and the Private Units, an aggregate of $75,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee (“CST&T”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of DTC for the account of the Representative). The Firm Units shall be registered in such name or names and in such authorized

Payment and Delivery. Delivery and payment for the Firm Units Public Shares shall be made at 10:00 A.M.a.m., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm UnitsPublic Shares, or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to the Representative Underwriters (“GM”), or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units Public Shares is referred to herein as called the “Closing Date.” Payment for the Firm Units Public Shares shall be made on the Closing Date through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of , payable as follows: $200,000,000 of the proceeds received by the Company from for the Public Shares and the sale of the Firm Units and the Private Units, an aggregate of $75,000,000 Placement Shares (as defined in Section 1.3.2) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public ShareholdersShareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below2.1.1) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee Company (“CST&TCST”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions and actual expense payments or other fees payable pursuant to this Agreement) ), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units Public Shares (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units Public Shares shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Public Shares for issuance, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or issue any of the Public Shares except upon tender of payment by the Representative for all the Public Shares. As used herein, the term “Public Shareholders” means the holders of Ordinary Shares sold in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent it acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than a Saturday, a Sunday, or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of the proceeds received by the Company from the sale of the Firm Units and the Private Units, an aggregate of $75,000,000 100,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee (“CST&T”), substantially in the form annexed as an exhibit to the Registration Statement. The funds deposited in the Trust Account shall include an aggregate of $3,500,000 ($0.35 per Firm Unit), payable to the Representative as the Deferred Underwriting Commission in respect of the purchased Firm Units, in accordance with Section 1.4 hereof. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of DTC for the account of the Representative). The Firm Units shall be registered in such name or names and in such authorizedauthorized 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in the City of New York are generally open for use by customers on such day, and the term “Public Shareholders” means the holders of Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Insiders (as defined in Section 1.3.1 below) to the extent they acquire such Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on 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 the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $100,000,000 ($115,000,000 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 from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.5) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public shareholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, as trustee . Such amount includes an aggregate of up to $3,500,000 (“CST&T”or up to $4,025,000 if the Over-allotment Option is exercised in full), substantially or $0.35 per Unit, payable to Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the form annexed as an exhibit to the Registration StatementTrust Account. The remaining 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Firm UnitsUnits at the offices of the Representative, or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at and/or such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through the facilities of the The Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of On the Closing Date, an aggregate of $250,000,000 of the net proceeds received by the Company from the sale of the Firm Units and the Private Units, an aggregate of $75,000,000 Placement Units (as defined below) shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public ShareholdersShareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Odyssey Trust Company, as trustee LLC (“CST&TOdyssey”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other expenses and fees payable pursuant to this Agreement) shall be paid to the order of the Company on the Closing Date upon delivery of certificates representing the Firm Units (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of DTC for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least one (1) Business Day 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. As used herein, the term “Business Day” means any day other than a Saturday, Sunday, or any day on which national banks in New York, New York are not open for business, and the term “Public Shareholders” means the holders of the Class A Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Respondents (as defined in Section 2.14 below) to the extent they acquire such Class A Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of L▇▇▇ & L▇▇▇ LLP, counsel to the Representative Underwriters (“Loeb”), or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of , payable as follows: $50,000,000 of the proceeds received by the Company from the sale of for the Firm Units and the Private Units, an aggregate sale of $75,000,000 Placement Units (as defined in Section 1.3.2) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, as described in the Registration Statement (as defined in Section 2.1.1 below2.1.1) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee Company (the “CST&TTrustee”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions and actual expense payments or other fees payable pursuant to this Agreement) ), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least one (1) full Business Day 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 any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Initial Shareholders (defined below) to the extent such Initial Shareholders acquire such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier other time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of , payable as follows: the proceeds received by the Company from the sale Offering, inclusive of the Firm Units and the Private UnitsDeferred Underwriting Commission (as described in Section 1.6(b)), an aggregate of $75,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public ShareholdersShareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust CompanyWilmington Trust, as trustee (“CST&T”), National Association substantially in the form annexed as an exhibit to the Registration Statement, along with such portion of the gross proceeds from the sale of the Private Units (as defined in Section 1.4.2) in order for the initial funds in the Trust Account to equal the product of the number of Public Units sold and the Public Offering Price. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) Such funds shall be paid to deposited into the order of the Company Trust Account, upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). The funds deposited in the Trust Account shall be disbursed upon the earlier of: (i) the closing of the Business Combination (as defined in Section 1.4.1), or (ii) that the Company fails to complete its initial Business Combination within 15 months from the Closing Date (or such longer period that may be extended through a shareholder approval), unless otherwise described in the Trust Agreement. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in New York, New York are generally open for use by customers on such day, and the term “Public Shareholders” means the holders of Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Insiders (as defined in Section 1.4.1 below) to the extent they acquire such Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the third 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 the Representative Maxim or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $50,000,000 ($57,500,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 per unit, of the proceeds received by the Company from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.6) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public shareholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between ). Such amount includes an aggregate of $1,750,000 ($2,012,500 if the Company and Continental Stock Transfer & Trust Company, as trustee (“CST&T”Over-allotment Option is exercised in full), substantially or $0.35 per unit, payable to Maxim as a Deferred Underwriting Commission in accordance with Section 1.3 hereof, to be placed by the Underwriters in the form annexed as an exhibit to the Registration StatementTrust Account. The remaining 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the third 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 the Representative Maxim or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $50,500,000 ($58,750,00 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.10 per unit, of the proceeds received by the Company from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.6) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public shareholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between ). Such amount includes an aggregate of $1,750,000 ($2,012,500 if the Company and Continental Stock Transfer & Trust Company, as trustee (“CST&T”Over-allotment Option is exercised in full), substantially or $0.35 per unit, payable to Maxim as a Deferred Underwriting Commission in accordance with Section 1.3 hereof, to be placed by the Underwriters in the form annexed as an exhibit to the Registration StatementTrust Account. The remaining 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm UnitsUnits at the offices of the Representative, or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at and/or such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of On the Closing Date, an aggregate of $150,000,000 of the net proceeds received by the Company from the sale of the Firm Units and the Private Units, an aggregate of $75,000,000 Units (as defined in Section 1.3.2) shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public ShareholdersStockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee Company (“CST&T”), ) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other expenses and fees payable pursuant to this Agreement) ), shall be paid to the order of the Company on the Closing Date upon delivery of certificates representing the Firm Units (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of DTC for the account of the Representative). The Firm Units shall be registered in such name or names and in such authorizedauthorized 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. As used herein, the term “Business Day” means any day other than a Saturday, Sunday, or any day on which national banks in New York, New York are not open for business, and the term “Public Stockholders” means the holders of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (as defined in Section 2.14 below) to the extent they acquire such Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on 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 the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $51,000,000 ($58,650,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.20 per Unit, of the proceeds received by the Company from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.5) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public shareholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, as trustee . Such amount includes an aggregate of up to $1,437,500 (“CST&T”or up to $2,012,500 if the Over-allotment Option is exercised in full), substantially or $0.35 per Unit, payable to Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the form annexed as an exhibit Trust Account. Payment of two and one half percent (2.5%) of the underwriting discount to Chardan shall be paid at the Registration StatementOffering. Chardan will acquire a pro rata portion of Private Units with half of one percent of the underwriting discount paid at Closing, thus reducing the underwriting discount paid at Closing in cash to two percent (2.0%). The remaining 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm UnitsUnits at the offices of the Representative, or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at and/or such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of On the Closing Date, an aggregate of $101,000,000 ($116,150,000 if the Over-Allotment Option is exercised in full) of the net proceeds received by the Company from the sale of the Firm Units and the Private Units, an aggregate of $75,000,000 Warrants shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public ShareholdersStockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee Company (“CST&T”), ) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other expenses and fees payable pursuant to this Agreement) shall be paid to the order of the Company on the Closing Date upon delivery of certificates representing the Firm Units (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of DTC for the account of the Representative). The Firm Units shall be registered in such name or names and in such authorizedauthorized 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. As used herein, the term “Business Day” means any day other than a Saturday, Sunday, or any day on which national banks in New York, New York are not open for business, and the term “Public Stockholders” means the holders of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (as defined in Section 2.14 below) to the extent they acquire such Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Firm UnitsUnits (as defined in Section 1.2.1), or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Schole LLP, counsel to the Representative Underwriters (“EGS”), or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 are called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of , payable as follows: $200,000,000 of the proceeds received by the Company from the sale of for the Firm Units and the Private Units, an aggregate sale of $75,000,000 the Placement Units (as defined in Section 1.4.2) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public ShareholdersShareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below2.1.1) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee Company (“CST&TCST”), substantially . The funds deposited in the form annexed as Trust Account shall include an exhibit aggregate of $8,000,000 ($0.40 per Firm Unit), up to which amount shall be payable to the Registration StatementRepresentative as Deferred Underwriting Commission in accordance with Section 1.3 hereof. The remaining proceeds received by the Company for the Firm Units and the sale of the Placement Units (less commissions and actual expense payments or other fees payable pursuant to this Agreement) ), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of DTC The Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. The Representative may, at its option, delegate one of the other Underwriters (with such Underwriter’s consent) to take delivery of the Firm Units and the Option Units and to make payment therefor as set forth above and below. As used herein, the term “Public Shareholders” means the holders of Ordinary Shares sold as part of the Units (as defined in Section 1.2.1) in the Offering or acquired in the aftermarket, including the Sponsor (as defined in Section 1.4.1) and any officer or director of the Company, to the extent, he, she or it acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” shall mean any day other than a Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed; provided, however, that for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in the City of New York are generally open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm UnitsUnits at the offices of ▇. ▇▇▇▇▇ Capital LLC, or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at and/or such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through the facilities of the The Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of On the Closing Date, an aggregate of $220,000,000 of the net proceeds received by the Company from the sale of the Firm Units and the Private Units, an aggregate of $75,000,000 Placement Securities (as defined below) shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public ShareholdersShareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee Company (“CST&TCST”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other expenses and fees payable pursuant to this Agreement) shall be paid to the order of the Company on the Closing Date upon delivery of certificates representing the Firm Units (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of DTC for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least one (1) Business Day 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. As used herein, the term “Business Day” means any day other than a Saturday, Sunday, or any day on which national banks in New York, New York are not open for business, and the term “Public Shareholders” means the holders of the Class A Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Respondents (as defined in Section 2.14 below) to the extent they acquire such Class A Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Firm UnitsUnits (as defined in Section 1.2.1), or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of Ropes & Gray LLP, counsel to the Representative Underwriters (“R&G”), or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 are called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of , payable as follows: $150,000,000 of the proceeds received by the Company from the sale of for the Firm Units and the Private Units, an aggregate sale of $75,000,000 the Placement Warrants (as defined in Section 1.4.2) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public ShareholdersShareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below2.1.1) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust CompanyLucky ▇▇▇▇▇, as trustee Inc. d/b/a Efficiency (“CST&TEfficiency”), substantially . The funds deposited in the form annexed as Trust Account shall include an exhibit aggregate of $6,000,000 ($0.40 per Firm Unit), up to which amount shall be payable to the Registration StatementRepresentative as Deferred Underwriting Commission in accordance with Section 1.3 hereof. The remaining proceeds of the proceeds received by the Company for the Firm Units and the sale of the Placement Warrants (less commissions and actual expense payments or other fees payable pursuant to this Agreement) ), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of DTC The Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of Ordinary Shares sold as part of the Units (as defined in Section 1.2.1) in the Offering or acquired in the aftermarket, including the Sponsor (as defined in Section 1.4.1) and any officer or director of the Company, to the extent, he, she or it acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” shall mean any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in the City of New York are generally open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units Securities shall be made at 10:00 A.M.a.m., New York Eastern time, on the first (1st) second Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined below) (or the third Business Day following the commencement of trading of Effective Date, if the Firm Units, Registration Statement is declared effective after 4:30 p.m. (Eastern time)) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units Securities is called the “Closing Date.” The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Securities is referred to herein as the “Closing DateClosing.” Payment for the Firm Units Securities shall be made on the Closing Date through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of the proceeds received by the Company from the sale of the Firm Units and the Private Units, an aggregate of $75,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee (“CST&T”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company funds upon delivery to you of certificates (in form and substance reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units Securities (or through the full fast transfer facilities of DTC the Depository Trust Company (the “DTC”)) for the account of the Representative)Underwriters. The Firm Units Securities shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Securities for delivery, at least one full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all the Firm Securities.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York time, on the first (1st) second Business Day (as defined below) following the commencement of trading of the Firm UnitsUnits (as defined below), or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of E▇▇▇▇▇▇▇ G▇▇▇▇▇▇▇ & Schole LLP, counsel to the Representative Underwriters (“EGS”), or at such other place as shall be agreed upon by the Representative and the Company. The closing of the 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 through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) of immediately available funds. Of , payable as follows: $100.5 million of the proceeds received by the Company from the sale of for the Firm Units and the Private Units, an aggregate sale of $75,000,000 Placement Units (as defined below) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public ShareholdersStockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee LLC (“CST&TCST”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions and actual expense payments or other fees payable pursuant to this Agreement) ), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least one Business Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Stockholders” means the holders of shares of Common Stock sold as part of the Units (as defined below) in the Offering or acquired in the aftermarket, including the initial stockholders to the extent it acquires such shares of Common Stock in the aftermarket (and solely with respect to such shares of Common Stock). For purposes of this Agreement, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in the City of New York are generally are open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier other time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of , payable as follows: the proceeds received by the Company from the sale Offering, inclusive of the Firm Units and the Private UnitsDeferred Underwriting Commission (as described in Section 1.6(b)), an aggregate of $75,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public ShareholdersShareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust CompanyWilmington Trust, as trustee (“CST&T”), National Association substantially in the form annexed as an exhibit to the Registration Statement, along with such portion of the gross proceeds from the sale of the Private Units (as defined in Section 1.4.2) in order for the initial funds in the Trust Account to equal the product of the number of Public Units sold and the Public Offering Price. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) Such funds shall be paid to deposited into the order of the Company Trust Account, upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). The funds deposited in the Trust Account shall be disbursed upon the earlier of: (i) the closing of the Business Combination (as defined in Section 1.4.1), or (ii) that the Company fails to complete its initial Business Combination within 15 months from the Closing Date (or such longer period that may be extended through a shareholder approval), unless otherwise described in the Trust Agreement. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in New York, New York are generally open for use by customers on such day, and the term “Public Shareholders” means the holders of Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Insiders (as defined in Section 1.4.1 below) to the extent they acquire such Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier other time as shall be agreed upon by the Representative and the Company Company, at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Schole LLP, counsel to the Representative Underwriters (“EGS”), or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of , payable as follows: $100,000,000 of the proceeds received by the Company from the sale of for the Firm Units and the Private Units, an aggregate sale of $75,000,000 Placement Units (as defined in Section 1.3.2) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, as described in the Registration Statement (as defined in Section 2.1.1 below2.1.1) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee Company (“CST&TCST”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments commissions, expenses payable under Section 3.9 (to the extent such expenses have not previously been paid) or other fees payable pursuant to this Agreement) (the “Remaining Proceeds”), if any, shall be paid to the order of the Company unless otherwise instructed by the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least two (2) full 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 any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the sponsor, the Company’s officers and directors and the Individual Purchasers (as defined below) to the extent such persons acquire such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Li LLC, counsel to the Representative Underwriters (“HTFL”), or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of , payable as follows: $60,900,000 of the proceeds received by the Company from the sale of for the Firm Units and the Private Units, an aggregate sale of $75,000,000 the Initial Placement Units (as defined in Section 1.4.2) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) at Deutsche Bank Trust Company Americas in the United States, established by the Company for the benefit of the Public ShareholdersShareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below2.1.1) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental American Stock Transfer & Trust Company, as trustee LLC (“CST&TAST”), substantially acting as trustee. The funds deposited in the form annexed as Trust Account shall include an exhibit aggregate of $2,100,000, or up to $0.35 per Firm Unit, payable to the Registration StatementUnderwriters as Deferred Underwriting Discounts, in accordance with Section 1.3 hereof. The remaining proceeds (less discounts and actual expense payments or other fees payable pursuant to this Agreement) ), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least two (2) full 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 any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Initial Shareholders (defined below) to the extent it acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first third (1st3rd) Business Day (as defined below) following the commencement of trading of date that the Firm UnitsRegistration 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 the Representative Maxim or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $50,750,000 ($58,362,500 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.15 per unit, of the proceeds received by the Company from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.6) shall be deposited on the Closing Date into in the trust account established by and between the Company and Continental Stock Transfer & Trust Company (“CST”) for the benefit of the public shareholders as described in the Registration Statement (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between ). The Underwriters shall place an aggregate of $1,750,000 ($2,012,500 if the Company and Continental Stock Transfer & Trust Company, as trustee (“CST&T”Over-allotment Option is exercised in full), substantially or $0.35 per Firm Unit, payable to the Underwriters as a Deferred Underwriting Commission in accordance with Section 1.3 hereof, in the form annexed as an exhibit to the Registration StatementTrust Account. The remaining 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (the “DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Firm UnitsUnits (as defined in Section 1.2.1), or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Representative Underwriters (“K&E”), or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 are called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of , payable as follows: $200,000,000 of the proceeds received by the Company from the sale of for the Firm Units and the Private Units, an aggregate sale of $75,000,000 the Placement Units (as defined in Section 1.4.2) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public ShareholdersShareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below2.1.1) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock & Transfer & Trust Company, as trustee Company (“CST&TContinental”), substantially . The funds deposited in the form annexed as Trust Account shall include an exhibit aggregate of $8,000,000 ($0.40 per Firm Unit), up to which amount shall be payable to the Registration StatementUnderwriters as Deferred Underwriting Commission in accordance with Section 1.3 hereof. The remaining proceeds received by the Company for the Firm Units and the sale of the Placement Units (less commissions and actual expense payments or other fees payable pursuant to this Agreement) ), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of DTC The Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. The Representative may, at its option, delegate one of the other Underwriters (with such Underwriter’s consent) to take delivery of the Firm Units and the Option Units and to make payment therefor as set forth above and below. As used herein, the term “Public Shareholders” means the holders of Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (as defined in Section 1.4.1) and any officer or director of the Company, to the extent, he, she or it acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed; provided, however, that for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in the City of New York are generally open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of On the Closing Date, an aggregate of $101,000,000 of net proceeds received by the Company from the sale of the Firm Units and the Private Units, an aggregate of $75,000,000 Warrants shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee Company (“CST&T”), ) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least two (2) Business Days (defined below) 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. 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, and the term “Public Shareholders” means the holders of Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Respondents (as defined in Section 2.14 below) to the extent they acquire such Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York City time, on [●], 2025, in accordance with Rule 15c6-1 of the first (1st) Business Day Exchange Act (as defined in Section 2.1.2 below) following the commencement of trading of the Firm Units), or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of DLA Piper LLP (US), counsel to the Representative Underwriters (“DLA Piper”), or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of , payable as follows: $150,750,000 of the proceeds received by the Company from the sale of for the Firm Units and the Private Units, an aggregate sale of $75,000,000 Placement Units (as defined in Section 1.5.3) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, as described in the Registration Statement (as defined in Section 2.1.1 below2.1.1) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee Company (“CST&TCST”), substantially . The funds deposited in the form annexed as Trust Account shall include an exhibit aggregate of $4,500,000 ($0.30 per Firm Unit), payable to the Registration StatementUnderwriters as Deferred Underwriting Commission, in accordance with Section 1.3 hereof. The remaining proceeds (less commissions and actual expense payments or other fees payable pursuant to this Agreement) ), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least one (1) full Business Day 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 any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of Class A Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Initial Shareholders (as defined below) to the extent such Initial Shareholders acquire such Class A Ordinary Shares in the aftermarket (and solely with respect to such Class A Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally open for use by customers on such day. For purposes of this Agreement, “Initial Shareholders” shall mean the Sponsor (as defined in Section 1.5.1 hereof) and any other holders of Insider Shares (as defined in Section 1.5.1 hereof) prior to the Offering (or their permitted transferees).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.1:00 P.M., New York time, on the first (1st) Business Day (as defined below) third business day following the commencement date of trading this Agreement (or the fourth business day following the date of the Firm Unitsthis Agreement, if this Agreement is executed after 4:30 p.m.;”) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing Company (the date and time of the Offering is execution of this Agreement shall hereinafter be referred to herein as the “Closing” and the Execution Time). The hour and date of delivery and payment for the Firm Units is referred to herein as are called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through at the facilities of the Depository Trust Company (“DTC”) 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. Of , payable as follows: $33,117,500 of the proceeds received by the Company from the sale of for the Firm Units and the Private Units, an aggregate of $75,000,000 shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public stockholders as described in the Registration Statement Statement, $900,000 of which is deposited in respect of the Deferred Compensation (as defined below), and $1,265,000, less the amount owed by the Company to the Representative for all accountable expenses owed thereto incident to the performance of the obligations of the Company under this Agreement as set forth in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company3.7 hereof, as trustee (“CST&T”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon to a bank account established by the Company, against delivery to you of certificates (in form and substance reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. Three hundred and sixty thousand dollars ($360,000) shall be deducted from the gross proceeds and retained by the Representative as a nonaccountable expense allowance pursuant to Section 3.8.2 hereof. The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least two full 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 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on 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 the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $50,000,000 ($57,500,000 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 from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.4) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, as trustee . Such amount includes an aggregate of up to $1,500,000 (“CST&T”or up to $1,725,000 if the Over-allotment Option is exercised in full), substantially or $0.30 per Unit, payable to Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the form annexed as an exhibit Trust Account. Payment of two (2%) percent of the underwriting discount to Chardan shall be made at the Registration StatementOffering. The remaining 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on 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 the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $101,000,000 ($116,150,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.10 per Unit, of the proceeds received by the Company from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.3) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement investment management trust agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“CST&T”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of the proceeds received by the Company from the sale of the Firm Units and the Private Units, Units (as defined in Section 1.3.3) an aggregate of $75,000,000 60,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public ShareholdersShareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee Company (“CST&T”), ) substantially in the form annexed as an exhibit to the Registration Statement. The funds deposited in the Trust Account shall include an aggregate of $2,100,000 ($0.35 per Firm Unit), payable to the Representative as the Deferred Underwriting Commission in respect of the purchased Firm Units, in accordance with Section 1.4 hereof. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of DTC for the account of the Representative). The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least two (2) Business Days (defined below) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in the City of New York are generally open for use by customers on such day, and the term “Public Shareholders” means the holders of Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Insiders (as defined in Section 1.3.1 below) to the extent they acquire such Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first third (1st3rd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of the The Company shall receive an aggregate of $ net proceeds received by the Company from the sale of the Firm Units and the Private UnitsSponsor Units (defined in Section 1.4.2 below), an aggregate of $75,000,000 which $ shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public ShareholdersStockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 belowhereof) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee Company (“CST&T”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least two (2) Business Days (defined below) 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. 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, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Insiders (as defined in Section 1.4.1 herein) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at or after 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on 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 the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $100,000,000 ($115,000,000 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 from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.5) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public shareholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement investment management trust agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, as trustee . Such amount includes an aggregate of up to $3,500,000 (“CST&T”or up to $4,025,000 if the Over-allotment Option is exercised in full), substantially or $0.35 per Unit, payable to Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the form annexed as an exhibit to the Registration StatementTrust Account. The remaining 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of Loeb & Loeb LLP, counsel to the Representative Underwriters (“Loeb”), or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The closing of the 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 called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of $101,500,000 of the proceeds received by the Company from the sale of for the Firm Units and the Private Units, an aggregate sale of $75,000,000 Placement Units (as defined in Section 1.5.2) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public ShareholdersStockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below2.1.1) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee Company (“CST&TCST”), substantially . The funds deposited in the form annexed as Trust Account shall include an exhibit aggregate of $3,500,000 ($0.35 per Firm Unit), payable to the Registration StatementUnderwriters as Deferred Underwriting Commission in accordance with Section 1.3 hereof, to be placed by the Underwriters in the Trust Account. The remaining proceeds (less commissions and actual expense payments or other fees payable pursuant to this Agreement) ), if any, shall be paid to the order of the Company upon against delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least two (2) full 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 any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Stockholders” means the holders of shares of Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including the Initial Stockholders (defined below) to the extent they acquire such Units in the aftermarket (and solely with respect to such Units). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on 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 the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $60,000,000 ($69,000,000 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 from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.5) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public shareholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, as trustee Vstock Transfer LLC and Wilmington Trust, National Association. Such amount includes an aggregate of up to $1,500,000 (“CST&T”or up to $1,725,000 if the Over-allotment Option is exercised in full), substantially or $0.25 per Unit, payable to Lucid as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the form annexed as an exhibit to the Registration StatementTrust Account. The remaining 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on 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 the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $50,000,000 ($57,500,000 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 from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.5) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, as trustee . Such amount includes an aggregate of up to $1,750,000 (“CST&T”or up to $2,012,500 if the Over-allotment Option is exercised in full), substantially or $0.35 per Unit, payable to Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3.1 hereof, to be placed by the Underwriters in the form annexed as an exhibit Trust Account. Payment of two percent (2.0%) of the underwriting discount to Chardan shall be paid at the Offering. The Placement Units acquired by Chardan pursuant to the preceding sentence are subject to a lock-up for a period of one hundred eighty (180) days immediately following the Effective Date of the Registration StatementStatement or the commencement of sales in the offering, and, for a one year period (including the foregoing one hundred eighty (180) day period) following the Effective Date, may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities, pursuant to Rule 5110(g)(1) of FINRA’s Rules. The remaining 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on 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 the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $100,000,000 ($115,000,000 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 from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.4) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement investment management trust agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“CST&T”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on 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 the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $50,000,000 ($57,500,000 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 from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.4) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“CST&T”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Firm Units[_____], 2025, or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of ▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Representative Underwriters (“Loeb”), or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of the proceeds received by the The Company shall receive an aggregate of approximately $224,795,000 from the sale of the Firm Units and the sale of Private Units, an aggregate Placement Units (as defined in Section 1.4.2) of which $75,000,000 220,000,000 shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public ShareholdersShareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below2.1.1) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee Company (“CST&TCST”), substantially . The funds deposited in the form annexed as Trust Account shall include an exhibit aggregate of $6,050,000 ($0.275 per Firm Unit), payable to the Registration StatementUnderwriters as Deferred Underwriting Commission, in accordance with Section 1.3 hereof. The remaining proceeds (less commissions and actual expense payments or other fees payable pursuant to this Agreement) ), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least two (2) full 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 any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of the Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent the Sponsor acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first (1st) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the second (2nd) Business Day following the Effective Date, if the Registration Statement is declared effective on 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 the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $60,300,000 ($69,345,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.05 per Unit, of the proceeds received by the Company from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.3) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public shareholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, as trustee Company (“CST&TCST”), substantially . The funds deposited in the form annexed as Trust Account shall include an exhibit aggregate of $0.25 per Unit ($1,500,000 or $1,725,000 if the Over-Allotment Option is exercised in full) payable to the Registration StatementRepresentative as Deferred Underwriting Commission in accordance with Section 1.4 hereof. The remaining proceeds (less commissions and actual expense payments or other fees payable pursuant to this AgreementAgreement and payment of the Deferred Underwriting Commission) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least one (1) Business Day 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on 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 the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $101,000,000 ($116,150,000 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 from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.4) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, as trustee . Such amount includes an aggregate of up to $3,670,000 (“CST&T”or up to $4,220,500 if the Over-allotment Option is exercised in full), substantially or $0.367 per Unit, payable to the Representative as Deferred Underwriting Commissions in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Representative in the form annexed as an exhibit to the Registration StatementTrust Account. The remaining proceeds (less commissions 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on 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 the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $40,000,000 ($46,000,000 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 from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.5) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public shareholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust CompanyWilmington Trust, as trustee National Association. Such amount includes an aggregate of up to $1,000,000 (“CST&T”or up to $1,150,000 if the Over-allotment Option is exercised in full), substantially or $0.25 per Unit, payable to Ladenburg as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the form annexed as an exhibit to the Registration StatementTrust Account. The remaining 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first third (1st3rd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the fourth (4th) Business Day following the Effective Date, if the Registration Statement is declared effective on 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 the Representative Chardan or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) Representative’s election by wire transfer in Federal federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. Of $40,800,000 ($46,920,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.20 per Firm Unit, of the proceeds received by the Company from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.4) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public shareholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between ). The Underwriters shall place an aggregate of $1,000,000 ($1,150,000 if the Company and Continental Stock Transfer & Trust Company, as trustee (“CST&T”Over-allotment Option is exercised in full), substantially or $0.25 per Firm Unit, payable to Chardan as a Deferred Underwriting Commission in accordance with Section 1.3 hereof, in the form annexed as an exhibit to the Registration StatementTrust Account. The remaining 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (the “DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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. 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at or after 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on 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 the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $111,100,000 ($127,765,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.10 per Unit, of the proceeds received by the Company from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.5) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement investment management trust agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, as trustee . Such amount includes an aggregate of up to $3,850,000 (“CST&T”or up to $4,427,500 if the Over-allotment Option is exercised in full), substantially or $0.35 per Unit, payable to Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the form annexed as an exhibit to the Registration StatementTrust Account. The remaining 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Firm UnitsUnits (as defined in Section 1.2.1), or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of ArentFox Schiff LLP, counsel to the Representative Underwriters (“AFS”), or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 are called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of , payable as follows: $200,000,000 of the proceeds received by the Company from the sale of for the Firm Units and the Private Units, an aggregate sale of $75,000,000 the Placement Units (as defined in Section 1.4.2) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public ShareholdersShareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below2.1.1) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee . The funds deposited in the Trust Account shall include an aggregate of $8,000,000 (“CST&T”$0.40 per Firm Unit), substantially in the form annexed as an exhibit up to which amount shall be payable to the Registration StatementUnderwriters as Deferred Underwriting Commission in accordance with Section 1.3 hereof. The remaining proceeds received by the Company for the Firm Units and the sale of the Placement Units (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) ), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of DTC The Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least two (2) full Business Day prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. The Representative may, at its option, delegate one of the other Underwriters (with such Underwriter’s consent) to take delivery of the Firm Units and the Option Units and to make payment therefor as set forth above and below. As used herein, the term “Public Shareholders” means the holders of Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (as defined in Section 1.4.1) and any officer or director of the Company, to the extent, he, she or it acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed; provided, however, that for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in the City of New York are generally open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Firm UnitsUnits (as defined in Section 1.2.1), or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the San Francisco, California offices of DLA Piper LLP (US), counsel to the Representative Underwriters (“DLA Piper”), or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 are called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of , payable as follows: $200,000,000 of the proceeds received by the Company from the sale of for the Firm Units and the Private Units, an aggregate sale of $75,000,000 the Placement Units (as defined in Section 1.4.2) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public ShareholdersShareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below2.1.1) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee Company (“CST&TCST”), substantially . The funds deposited in the form annexed as Trust Account shall include an exhibit aggregate of $8,000,000 ($0.40 per Firm Unit), up to which amount shall be payable to the Registration StatementUnderwriters as Deferred Underwriting Commission in accordance with Section 1.3 hereof. The remaining proceeds received by the Company for the Firm Units and the sale of the Placement Units (less commissions and actual expense payments or other fees payable pursuant to this Agreement) ), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of DTC The Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. The Representative may, at its option, delegate one of the other Underwriters (with such Underwriter’s consent) to take delivery of the Firm Units and the Option Units and to make payment therefor as set forth above and below. As used herein, the term “Public Shareholders” means the holders of Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (as defined in Section 1.4.1) and any officer or director of the Company, to the extent, he, she or it acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed; provided, however, that for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in the City of New York are generally open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of the proceeds received by the Company from the sale of the Firm Units and the Private Units, an aggregate of $75,000,000 100,500,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee (“CST&T”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of DTC for the account of the Representative). The Firm Units shall be registered in such name or names and in such authorizedauthorized 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in the City of New York are generally open for use by customers on such day, the term “Public Shareholders” means the holders of Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Insiders (as defined in Section 1.3.1 below) to the extent they acquire such Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares) and the term “Public Shares” means the Ordinary Shares sold in the Offering.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on 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 the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $40,000,000 ($46,000,000 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 from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.5) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public shareholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, as trustee . Such amount includes an aggregate of up to $1,600,000 (“CST&T”or up to $1,840,000 if the Over-allotment Option is exercised in full), substantially or $0.40 per Unit, payable to Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the form annexed as an exhibit to the Registration StatementTrust Account. The remaining 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Firm UnitsUnits (as defined in Section 1.2.1), or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of G▇▇▇▇▇▇▇▇ T▇▇▇▇▇▇, LLP, counsel to the Representative Underwriters (“G▇▇▇▇▇▇▇▇ T▇▇▇▇▇▇”), or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 are called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of , payable as follows: $180,000,000 of the proceeds received by the Company from the sale of for the Firm Units and the Private Units, an aggregate sale of $75,000,000 the Placement Units (as defined in Section 1.4.2) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public ShareholdersShareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below2.1.1) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee a New York corporation (“CST&TTrustee”), substantially . The funds deposited in the form annexed as Trust Account shall include an exhibit aggregate of $7,200,000 ($0.40 per Firm Unit), up to which amount shall be payable to the Registration StatementUnderwriters as Deferred Underwriting Commission in accordance with Section 1.3 hereof. The remaining proceeds received by the Company for the Firm Units and the sale of the Placement Units (less commissions and actual expense payments or other fees payable pursuant to this Agreement) ), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of DTC The Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. The Representative may, at its option, delegate one of the other Underwriters (with such Underwriter’s consent) to take delivery of the Firm Units and the Option Units and to make payment therefor as set forth above and below. As used herein, the term “Public Shareholders” means the holders of Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (as defined in Section 1.4.1) and any officer or director of the Company, to the extent, he, she or it acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed; provided, however, that for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in the City of New York are generally open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of the The Company shall receive an aggregate of approximately $153,050,000 net proceeds received by the Company from the sale of the Firm Units and the Private UnitsUnits (as defined in section 1.3.3), an aggregate of which $75,000,000 151,500,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public ShareholdersStockholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee Company (“CST&T”), ) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least two (2) Business Days (defined below) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Insiders (as defined in Section 1.3.1 below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first third (1st3rd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of the The Company shall receive an aggregate of $41,350,000 of net proceeds received by the Company from the sale of the Firm Units and the Private UnitsUnits (each as defined below), an aggregate of which $75,000,000 40,600,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public ShareholdersShareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee Company (“CST&T”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). The Firm Units shall be registered in such name or names and in such authorizedauthorized 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. As used herein, the term “Public Shareholders” means the holders of Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including any of the Insiders (as defined in Section 1.4.1 herein) to the extent they acquire such Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such Ordinary Shares).

Payment and Delivery. (i) Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York Eastern time, on the first third (1st3rd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2.1.2 below) (or the fourth (4th) Business Day following the commencement of trading of Effective Date, if the Firm Units, Registration Statement is declared effective 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 Loeb & Loeb LLP counsel to the Representative Underwriters (“Loeb”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 called the “Closing Date.” ” (ii) Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $20,400,000 of the proceeds received by the Company for the Firm Units (including $1,282,495 received with respect to the Placement Warrants (as defined below)) shall be deposited in the trust fund established by the Company for the benefit of the public shareholders as described in the Registration Statement (“Trust Fund”) pursuant to the terms of an Investment Management Trust Agreement (“Trust Agreement”) and the remaining proceeds shall be paid to the order of the Company upon delivery to you (or through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of the proceeds received by the Company from the sale of the Firm Units and the Private Units, an aggregate of $75,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee (“CST&T”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC Units) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least two full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. The term “

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on 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 the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $111,100,000 ($127,765,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.10 per Unit, of the proceeds received by the Company from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.4) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public shareholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, as trustee . Such amount includes an aggregate of up to $3,850,000 (“CST&T”or up to $4,427,500 if the Over-allotment Option is exercised in full), substantially or $0.35 per Unit, payable to the Representative as Deferred Underwriting Commissions in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Representative in the form annexed as an exhibit to the Registration StatementTrust Account. The remaining proceeds (less commissions 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on 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 the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $151,500,000 ($174,225,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.10 per Unit, of the proceeds received by the Company from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.4) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public shareholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement investment management trust agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“CST&T”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on 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 the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $60,900,000 ($70,035,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.15 per Unit, of the proceeds received by the Company from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.3) shall be deposited on the Closing Date into in the trust account (located in the “Trust Account”) United States established by the Company for the benefit of the Public Shareholders, public shareholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, as trustee Company (“CST&TCST”), substantially . The funds deposited in the form annexed as Trust Account shall include an exhibit aggregate of $0.325 per Unit ($1,950,000 or $2,242,500 if the Over-allotment Option is exercised in full) payable to the Registration StatementRepresentative as Deferred Underwriting Commission in accordance with Section 1.4 hereof. The remaining 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first third (1st3rd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of On the Closing Date, $180,000,000 of the net proceeds received by the Company from the sale of the Firm Units and the Private Units, an aggregate of $75,000,000 Units (defined in Section 1.4.2 herein) shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee Company (“CST&T”), ) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least two (2) Business Days (defined below) 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. 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, and the term “Public Shareholders” means the holders of Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Insiders (as defined in Section 1.4.1 below) to the extent they acquire such Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on 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 the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $75,000,000 ($86,250,000 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 from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.4) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement investment management trust agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“CST&T”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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.

Payment and Delivery. Delivery and payment for the Firm Units Shares shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm UnitsShares at the offices of the Representatives, or at such earlier time and/or such other place as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative Representatives and the Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units Shares is referred to herein as the “Closing Date.” Payment for the Firm Units Shares shall be made on the Closing Date through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of On the Closing Date, an aggregate of $75,000,000 of the net proceeds received by the Company from the sale of the Firm Units Shares and from Private Warrants (as defined below) simultaneously being separately sold to the Private Units, an aggregate of $75,000,000 Sponsor by the Company shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public ShareholdersStockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee Company (“CST&T”), ) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other expenses and fees payable pursuant to this Agreement) shall be paid to the order of the Company on the Closing Date upon delivery of certificates representing the Firm Shares (in form and substance reasonably satisfactory to the RepresentativeRepresentatives) representing the Firm Units (or through the facilities of DTC for the account of the Representative)Representatives. The Firm Units Shares shall be registered in such name or names and in such authorizedauthorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representatives to examine and package the Firm Shares 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 Shares except upon tender of payment by the Representatives for all the Firm Shares. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in New York City are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (as defined in Section 2.14 below) to the extent they acquire such Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $60,000,000 ($69,00,000 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 from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.4) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, as trustee . Such amount includes an aggregate of up to $2,250,000 (“CST&T”or $2,587,500 if the Over-allotment Option is exercised in full), substantially or $0.375 per Unit (as defined below), payable to Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3.1 hereof, to be placed by the Underwriters in the form annexed as an exhibit Trust Account. Payment of two percent (2.5%) of the underwriting discount to Chardan shall be paid at the Registration StatementClosing of the Offering. The remaining 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of the An aggregate of $50,000,000 of net proceeds received by the Company from the sale of the Firm Units and the Private Units, an aggregate of $75,000,000 Units shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee Company (“CST&T”), ) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least two (2) Business Days (defined below) 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. 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; provided, however, for clarification, that a Business Day shall include any day during which such banks are authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally open for use by customers on such day. As used herein, the term “Public Shareholders” means the holders of Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Insiders (as defined in Section 1.3.1 below) to the extent they acquire such Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of the The Company shall receive an aggregate of approximately $100,750,000 net proceeds received by the Company from the sale of the Firm Units and the Private UnitsUnits (as defined in section 1.3.3), an aggregate of which $75,000,000 100,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee Company (“CST&T”), ) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least two (2) Business Days (defined below) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day, and the term “Public Shareholders” means the holders of Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Insiders (as defined in Section 1.3.1 below) to the extent they acquire such Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York Eastern time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of the The Company shall receive an aggregate of $51,000,000 net proceeds received by the Company from the sale of the Firm Units and the Private Units, an aggregate of which $75,000,000 50,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee Company (“CST&T”), ) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least two (2) Business Days (defined below) 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. 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, and the term “Public Shareholders” means the holders of Ordinary Shares sold in the Offering or acquired in the aftermarket, including the Sponsor (as defined in Section 1.4.1 below) to the extent they acquire such Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Firm UnitsUnits (as defined in Section 1.2.1), or at such earlier time as shall be agreed upon by the Representative Representatives and the Company Company, at the offices of ▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Representative Underwriters (“Loeb”), or at such other place as shall be agreed upon by the Representative Representatives and the Company. The closing of the Offering 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 are called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of , payable as follows: $175,000,000 of the proceeds received by the Company from the sale of for the Firm Units and the Private Units, an aggregate sale of $75,000,000 the Placement Units (as defined in Section 1.4.2) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public ShareholdersShareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below2.1.1) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee (“CST&TCompany(“CST”), substantially . The funds deposited in the form annexed as Trust Account shall include an exhibit aggregate of $7,000,000 ($0.40 per Firm Unit), up to which amount shall be payable to the Registration StatementUnderwriters as Deferred Underwriting Commission in accordance with Section 1.3 hereof. The remaining proceeds received by the Company for the Firm Units and the sale of the Placement Units (less commissions and actual expense payments or other fees payable pursuant to this Agreement) ), if any, shall be paid to the order of the Company upon delivery to the Representatives of certificates (in form and substance reasonably satisfactory to the RepresentativeRepresentatives) representing the Firm Units (or through the facilities of DTC The Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representatives may request in writing at least two (2) full Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representatives for all the Firm Units. The Representatives may, at their option, delegate one of the other Underwriters (with such Underwriter’s consent) to take delivery of the Firm Units and the Option Units and to make payment therefor as set forth above and below. As used herein, the term “Public Shareholders” means the holders of Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (as defined in Section 1.4.1) and any officer or director of the Company, to the extent, he, she or it acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed; provided, however, that for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in the City of New York are generally open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of the The Company shall receive an aggregate of approximately $101,750,000 of net proceeds received by the Company from the sale of the Firm Units and the Private UnitsUnits (as defined in section 1.3.3), an aggregate of which $75,000,000 101,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee Company (“CST&T”), ) substantially in the form annexed as an exhibit to the Registration Statement. The funds deposited in the Trust Account shall include an aggregate of $3,500,000 ($0.35 per Firm Unit), payable to the Underwriters as Deferred Underwriting Commission, in accordance with Section 1.5 hereof. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least two (2) Business Days (defined below) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day, and the term “Public Shareholders” means the holders of Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Insiders (as defined in Section 1.3.1 below) to the extent they acquire such Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined belowDay) following the commencement of trading of the Firm UnitsUnits at the offices of the Representative, or at such earlier time and/or such other place as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of $40,000,000, or $10.00 per Unit, of the proceeds received by the Company from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.5) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental American Stock Transfer & Trust Company, as trustee LLC. Such amount includes an aggregate of up to $1,200,000 (“CST&T”or up to $1,380,000 if the Over-allotment Option is exercised in full), substantially or $0.30 per Unit, payable to Chardan as Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the form annexed as an exhibit to the Registration StatementTrust Account. The remaining 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 on the Closing Date upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the DTC) for the account of the Representative). The Firm Units shall be registered in such name or names and in such authorizedauthorized 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. As used herein, the term “Business Day” shall mean and day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of The Company shall receive an aggregate of approximately $129,065,000 of proceeds after offering expenses (or $148,190,000 if the proceeds received by the Company Underwriters’ Over-Allotment Option (as defined in Section 1.2.1) is exercised in full) from the sale of the Firm Units and the Private UnitsUnits (as defined in section 1.3.3), an aggregate of which $75,000,000 127,500,000 (or $146,625,000 if the Underwriters’ Over-Allotment Option is exercised in full) shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public ShareholdersStockholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee Company (“CST&T”), ) substantially in the form annexed as an exhibit to the Registration Statement. The After deposit of funds into the Trust Account, the remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least two (2) Business Days (defined below) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in New York, New York are generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Insiders (as defined in Section 1.4.1 below) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to the Representative Underwriters (“GM”), or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of , payable as follows: $350,000,000 of the proceeds received by the Company from the sale of for the Firm Units and the Private Units, an aggregate sale of $75,000,000 Placement Units (as defined in Section 1.4.2) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public ShareholdersStockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below2.1.1) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee Company (“CST&TCST”), substantially . The funds deposited in the form annexed Trust Account shall include an aggregate of $12,250,000 ($0.35 per Firm Unit), payable to Cantor ▇▇▇▇▇▇▇▇▇▇ as an exhibit to the Registration StatementDeferred Underwriting Commission, in accordance with Section 1.3 hereof. The remaining proceeds (less commissions and actual expense payments or other fees payable pursuant to this Agreement) ), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. Additionally, the Underwriters shall make a payment to the Company in an amount equal to $1,000,000 to reimburse certain of the Company’s expenses in connection with this Offering. The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least two (2) full 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 any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Stockholders” means the holders of shares of Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (defined below) to the extent it acquires such shares of Common Stock in the aftermarket (and solely with respect to such shares of Common Stock). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of the proceeds received by the Company from the sale of the Firm Units and the Private UnitsUnits (as defined in section 1.3.3), an aggregate of $75,000,000 60,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee (“CST&T”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of DTC for the account of the Representative). The Firm Units shall be registered in such name or names and in such authorizedauthorized 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in the City of New York are generally open for use by customers on such day, and the term “Public Shareholders” means the holders of Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Insiders (as defined in Section 1.3.1 below) to the extent they acquire such Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on 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 the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $101,500,000 ($116,725,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.15 per Unit, of the proceeds received by the Company from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.4) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement investment management trust agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“CST&T”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of the proceeds received by the Company from the sale of the Firm Units and the Private Units, an aggregate of $75,000,000 100,500,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee (“CST&T”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of DTC for the account of the Representative). The Firm Units shall be registered in such name or names and in such authorized

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York California time, on the first third (1st3rd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the fourth (4th) Business Day following the Effective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place and in such a manner as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through at the facilities of the Depository Trust Company (“DTC”) 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. Of , payable as follows: $67,500,000 (or $7.20 per Firm Unit) of the proceeds received by the Company from the sale of for the Firm Units and the Private Units, an aggregate of $75,000,000 shall be deposited on the Closing Date into in the trust account (the “Trust Account”) fund established by the Company for the benefit of the Public Shareholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 below“Trust Fund”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between and the Company and Continental Stock Transfer & Trust Company, as trustee (“CST&T”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, expense allowances and actual expense payments or other fees payable pursuant to this Agreementfees) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (the “DTC”) for the account of the RepresentativeUnderwriters). The Firm Units shall be registered in such name or names and in such authorizedauthorized 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) 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. 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of the proceeds received by the Company from the sale of the Firm Units and the Private UnitsUnits (as defined in section 1.3.3), an aggregate of $75,000,000 60,600,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee (“CST&T”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of DTC for the account of the Representative). The Firm Units shall be registered in such name or names and in such authorizedauthorized 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in the City of New York are generally open for use by customers on such day, and the term “Public Shareholders” means the holders of Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Insiders (as defined in Section 1.3.1 below) to the extent they acquire such Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $102,000,000 ($117,300,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.20 per unit, of the proceeds received by the Company from the sale of for the Firm Units and from a portion of the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.6) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public shareholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between ). Such amount includes an aggregate of $3,500,000 ($4,025,000 if the Company and Continental Stock Transfer & Trust Company, as trustee (“CST&T”Over-allotment Option is exercised in full), substantially or $0.35 per unit, payable to the Representative as a Deferred Underwriting Commission in accordance with Section 1.3 hereof, to be placed by the Underwriters in the form annexed as an exhibit to the Registration StatementTrust Account. The remaining 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least one (1) Business Day 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. For purposes of this Agreement, “Initial Shareholders” shall mean the Sponsor (as defined in Section 1.6.1 hereof) and any other holders of Founder Shares (as defined in Section 1.4.1 hereof) prior to the Offering (or their permitted transferees).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on 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 the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $50,000,000 ($57,500,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 per unit, of the proceeds received by the Company from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.5) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public shareholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between ). Such amount includes an aggregate of $1,500,000, or $0.30 per unit, payable to the Company and Continental Stock Transfer & Trust CompanyRepresentative as a Deferred Underwriting Commission in accordance with Section 1.3 hereof, as trustee (“CST&T”), substantially to be placed by the Underwriters in the form annexed as an exhibit to the Registration StatementTrust Account. The remaining 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (the “DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on 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 the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $101,000,000 ($116,150,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.10 per Unit, of the proceeds received by the Company from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.4) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, as trustee . Such amount includes an aggregate of up to $3,500,000 (“CST&T”or up to $4,025,000 if the Over-allotment Option is exercised in full), substantially or $0.35 per Unit, payable to Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the form annexed as an exhibit Trust Account. Payment of two (2%) percent of the underwriting discount to Chardan shall be made at the Registration StatementOffering. The remaining 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of the The Company shall receive an aggregate of approximately $126,000,000 net proceeds received by the Company from the sale of the Firm Units and the Private UnitsWarrants (defined in Section 1.3.3 herein), an aggregate of which $75,000,000 125,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee Company (“CST&T”), ) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least two (2) Business Days (defined below) 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day, and the term “Public Shareholders” means the holders of Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Insiders (as defined in Section 1.4.1 below) to the extent they acquire such Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the third 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 the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $91,350,000 ($105,052,500 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.15 per unit, of the proceeds received by the Company from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.6) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public shareholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between ). Such amount includes an aggregate of $3,150,000 ($3,622,500 if the Company and Continental Stock Transfer & Trust Company, as trustee (“CST&T”Over-allotment Option is exercised in full), substantially or $0.35 per unit, payable to the Representative as a Deferred Underwriting Commission in accordance with Section 1.3 hereof, to be placed by the Underwriters in the form annexed as an exhibit to the Registration StatementTrust Account. The remaining 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least one (1) Business Day 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York City time, on the first third (1st3rd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of the Representative Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“ML”) or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through at the facilities of the Depository Trust Company (“DTC”) Representative’s election by wire transfer in Federal (same day) funds. Of , payable as follows: $40,600,000 of the proceeds received by the Company for the Firm Units, the Placement Investor Warrants (as defined in Section 1.3.2) and the Underwriter Warrants (as defined in Section 1.3.3) shall be deposited (or with respect to the $2,250,000 of proceeds from the sale of the Firm Units Placement Investor Warrants and the Private Units, an aggregate $200,000 of $75,000,000 proceeds from the sale of the Underwriter Warrants which shall be have been deposited on or prior to the Closing Date into Date) in the trust account (the “Trust Account”) established by the Company for the benefit of the Public ShareholdersShareholders (as defined below) and the Underwriters, as described in the Registration Statement (as defined in Section 2.1.1 below“Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee Company (“CST&TCST”), substantially in the form annexed as an exhibit which amount includes $800,000 ($0.20 per Firm Unit), payable to the Registration StatementRepresentative as a Deferred Corporate Finance Fee (as defined below) subject to Section 1.1.3 hereof. The remaining proceeds (less commissions and actual expense payments or other fees payable pursuant to this Agreement) ), if any, shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least two (2) full 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 any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including any Company shareholder prior to the Offering to the extent they acquire such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first third (1st3rd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the fourth (4th) Business Day following the Effective Date, if the Registration Statement is declared effective on 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 the Representative Chardan or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $51,500,000 ($59,225,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.30 per Firm Unit, of the proceeds received by the Company from the sale of for the Firm Units and from the Unit Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.5.2) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public shareholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between ). The Underwriters shall place an aggregate of $1,000,000 ($1,150,000 if the Company and Continental Stock Transfer & Trust Company, as trustee (“CST&T”Over-allotment Option is exercised in full), substantially or $0.20 per unit, payable to Chardan as a Deferred Underwriting Commission in accordance with Section 1.3 hereof, in the form annexed as an exhibit to the Registration StatementTrust Account. The remaining 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (the “DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first (1st) third Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the fourth Business Day following the Effective Date, if the Registration Statement is declared effective after 4:30 p.m.), or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of the Representative or at such other place and in such a manner as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 called the “"Closing Date.” " Payment for the Firm Units shall be made on the Closing Date through at the facilities of the Depository Trust Company (“DTC”) 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. Of , payable as follows: $184,675,000 (approximately $9.23 per Unit) of the proceeds received by the Company from the sale of for the Firm Units and the Private Units, an aggregate of $75,000,000 shall be deposited on the Closing Date into in the trust account (the “Trust Account”) fund established by the Company for the benefit of the Public Shareholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 below"Trust Fund") and pursuant to the terms of an Investment Management Trust Agreement (the “"Trust Agreement”") between and the Company and Continental Stock Transfer & Trust Company, as trustee (“CST&T”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions, expense allowances and actual expense payments or other fees payable pursuant to this Agreementfees) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company ("DTC") for the account of the RepresentativeUnderwriters). The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least two 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 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. 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first third (1st3rd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of the The Company shall receive an aggregate of $41,100,000 net proceeds received by the Company from the sale of the Firm Units and the Private UnitsUnits (defined in Section 1.4.2 below), an aggregate of which $75,000,000 40,900,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public ShareholdersShareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 belowhereof) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee Company (“CST&T”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least two (2) Business Days (defined below) 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. 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, and the term “Public Shareholders” means the holders of Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Insiders (as defined in Section 1.4.1 herein) to the extent they acquire such Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on 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 the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $40,800,000 ($46,920,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.20 per Unit, of the proceeds received by the Company from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.4) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public shareholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, as trustee Company (“CST&TCST”), substantially . The funds deposited in the form annexed as Trust Account shall include an exhibit aggregate of $0.35 per Unit ($1,400,000 or $1,610,000 if the over-allotment is exercised in full) payable to the Registration StatementRepresentative as Deferred Underwriting Commission in accordance with Section 1.4 hereof. The remaining proceeds (less commissions and actual expense payments or other fees payable pursuant to this AgreementAgreement and payment of the Deferred Underwriting Commission) shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the third 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 the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) Representative’s election by wire transfer in Federal (same day) funds. Of funds or by certified or bank cashier’s check(s) in New York Clearing House funds in the amount of $75,000,000 ($86,250,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 per Firm Unit, of the proceeds received by the Company from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.6) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, Shareholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee Company (“CST&T”). Such amount includes an aggregate of $2,625,000 ($3,018,750, substantially if the Over-allotment Option is exercised in full), or $0.35 per Firm Unit, payable to the Representative as a Deferred Underwriting Commission in accordance with Section 1.3 hereof, to be placed by the Underwriters in the form annexed as an exhibit Trust Account. Notwithstanding the foregoing, one percent (1%) of the Deferred Underwriting Commission will be rebated back to the Registration StatementCompany is cash upon consummation of a Business Combination to cover expenses associated with other advisory services. The remaining 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least one (1) Business Day 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. As used herein, the term “Public Shareholders” means the holders of shares of Ordinary Shares sold as part of the Firm Units in the Offering or acquired in the aftermarket, including the Initial Shareholders (as hereinafter defined) to the extent such Initial Shareholders acquire such shares of Ordinary Shares in the aftermarket (and solely with respect to such shares of Ordinary Share).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on 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 the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $50,000,000 ($57,500,000 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 from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.5) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public shareholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement investment management trust agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, as trustee . Such amount includes an aggregate of up to $1,250,000 (“CST&T”or up to $1,437,500 if the Over-allotment Option is exercised in full), substantially or $0.25 per Unit, payable to Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the form annexed as an exhibit to the Registration StatementTrust Account. The remaining 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first third (1st3rd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of the The Company shall receive an aggregate of $41,300,000 net proceeds received by the Company from the sale of the Firm Units and the Private UnitsUnits (defined in Section 1.4.2 below), an aggregate of which $75,000,000 40,800,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public ShareholdersStockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 belowhereof) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee Company (“CST&T”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least two (2) Business Days (defined below) 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. 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, and the term “Public Stockholders” means the holders of shares of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Insiders (as defined in Section 1.4.1 herein) to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on 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 the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $50,500,000 ($58,075,000 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 from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.4) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“CST&T”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less commissions 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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.

Payment and Delivery. Delivery and payment Payment of the purchase price for the Firm Units (including the Deferred Discount) and the Additional Units (if the Over-Allotment Option has been exercised on or before the second business day prior to the Time Of Purchase) shall be made by federal funds wire transfer against delivery of the certificates for the Firm Units to the Representatives through the facilities of The Depository Trust Company (the “DTC”) for the respective accounts of the Underwriters. Such payment and delivery shall be made at 10:00 A.M., New York City time, on [●], 2020 (unless another time shall be agreed to by the Representatives and the Company or unless postponed in accordance with the provisions of Section 8 hereof). The time at which such payment and delivery are to be made is hereinafter sometimes called the “Time Of Purchase.” Delivery of the Firm Units and the Additional Units, if any, shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 2. Delivery of the Firm Units and the Additional Units, if any, shall be made through the facilities of DTC unless the Representative shall instruct otherwise. Payment of the purchase price for the Additional Units (including the Deferred Discount) shall be made at the Additional Time Of Purchase in the same manner and at the same office and time of day as the payment for the Firm Units. Deliveries of the documents described in Section 6 hereof with respect to the purchase of the Units shall be made at the offices of G▇▇▇▇▇▇▇▇ T▇▇▇▇▇▇ LLP at 1▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 9:00 A.M., New York City time, on the first Time Of Purchase and on any Additional Time Of Purchase. (1sta) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through the facilities as follows: $196,000,000 of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of the net proceeds received by the Company from the sale of for the Firm Units and the Private Units, an aggregate (including $7,000,000 of $75,000,000 Deferred Discount) shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and Trust Account pursuant to the terms of an Investment Management the Trust Agreement (along with such portion of the “gross proceeds of the Private Placement Warrants in order for the Trust Agreement”) between Account to equal the Company product of the number of Units sold and Continental Stock Transfer & Trust Company, the public offering price per Unit as trustee (“CST&T”), substantially in set forth on the form annexed as an exhibit cover of the Prospectus upon delivery to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid Representative of the Firm Units through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the order of the Company upon delivery Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of DTC Units, in each case for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least two business days prior to the Time Of Purchase. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Firm Units for delivery, at least one business day prior to the Time Of Purchase. 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. (b) Payment for the Additional Units shall be made as follows: $9.80 per Additional Unit (including $0.35 per Additional Unit of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Additional Units through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Additional Units (or through the facilities of DTC) for the account of the Underwriters. The Additional Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two business days prior to the settlement date of such Additional Units. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Additional Units for delivery, at least one business day prior to the settlement date of such Additional Units. The Company shall not be obligated to sell or deliver the Additional Units except upon tender of payment by the Representative for all the Additional Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first third (1st3rd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the fourth (4th) Business Day following the Effective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative Representatives and the Company at the offices of the Representative Chardan or at such other place as shall be agreed upon by the Representative Representatives and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. Of $35,314,000 ($40,498,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $7.85 per unit, of the proceeds received by the Company from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.4) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) fund established by the Company for the benefit of the Public Shareholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Fund”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between which amount includes up to $1,080,000 ($0.24 per Firm Unit; $1,242,000 if the Company and Continental Stock Transfer & Trust Company, as trustee (“CST&T”), substantially Over-allotment Option is exercised in the form annexed as an exhibit full) payable to the Registration StatementRepresentatives as contingent compensation upon consummation of a Business Combination. The remaining 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 Representatives of certificates (in form and substance reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (the “DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Representatives 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 Representatives for all the Firm Units.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on 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 the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $40,000,000 ($46,000,000 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 from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.5) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public shareholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, as trustee . Such amount includes an aggregate of up to $1,000,000 (“CST&T”or up to $1,150,000 if the Over-allotment Option is exercised in full), substantially or $0.25 per Unit, payable to Ladenburg as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the form annexed as an exhibit to the Registration StatementTrust Account. The remaining 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on 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 the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of $100,000,000 or $10.00 per unit sold in the Offering, of the proceeds received by the Company from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.5) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, as trustee . Such amount includes an aggregate of up to $3,500,000 (“CST&T”or up to $4,025,000 if the Over-allotment Option is exercised in full), substantially or $0.35 per unit, payable to Chardan as Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the form annexed as an exhibit Trust Account. Payment of two percent (2.0%) of the underwriting discount to Chardan shall be paid at the Registration Statementclosing of the Offering. The remaining proceeds (less discounts, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company on the Closing Date upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of DTC DTC) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative Maxim or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $50,500,000 ($58,075,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.10 per unit, of the proceeds received by the Company from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.5) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public shareholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between ). Such amount includes an aggregate of $1,750,000 ($2,012,500 if the Company and Continental Stock Transfer & Trust Company, as trustee (“CST&T”Over-allotment Option is exercised in full), substantially or $0.35 per unit, payable to Maxim as Deferred Underwriting Discounts in accordance with Section 1.3 hereof, to be placed by the Underwriters in the form annexed as an exhibit to the Registration StatementTrust Account. The remaining proceeds (less discounts, 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier other time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of the The gross proceeds received by the Company from the sale of the Firm Units and the Private Units, Units shall be an aggregate of approximately $75,000,000 52,381,680 (or $59,956,680 if the Underwriters’ Over-Allotment Option (as defined in Section 1.2.1) is exercised in full), of which $50,000,000 (or $57,500,000 if the Underwriters’ Over-Allotment Option is exercised in full) shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public ShareholdersShareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Odyssey Transfer & and Trust Company, as trustee Company (“CST&TOT&T”), ) substantially in the form annexed as an exhibit to the Registration Statement. The funds deposited in the Trust Account shall include an aggregate of $500,000 ($0.10 per Firm Unit), payable to the Representative, for its own account and the account of other Underwriters, as Deferred Underwriting Commission, in accordance with Section 1.3 hereof. After such deposit of funds into the Trust Account, the remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). The funds deposited in the Trust Account shall be disbursed upon the earlier of: (i) the closing of the Business Combination (as defined in Section 1.4.1), or (ii) that the Company fails to complete its initial Business Combination within 18 months from the Effective Date (as defined in Section 2.1 below), unless otherwise described in the Trust Agreement. The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least one (1) Business Day 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. As used herein, the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in New York, New York are generally open for use by customers on such day, and the term “Public Shareholders” means the holders of Ordinary Shares sold in the Offering or acquired in the aftermarket, including any of the Insiders (as defined in Section 1.4.1 below) to the extent they acquire such Ordinary Shares in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Firm UnitsUnits (as defined in Section 1.2.1), or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Representative Underwriters (“▇▇▇▇▇▇▇▇”), or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 are called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of , payable as follows: $150,000,000 of the proceeds received by the Company from the sale of for the Firm Units and the Private Units, an aggregate sale of $75,000,000 the Placement Units (as defined in Section 1.4.2) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public ShareholdersShareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below2.1.1) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust CompanyLucky ▇▇▇▇▇, as trustee Inc. d/b/a Efficiency (“CST&TEfficiency”), substantially . The funds deposited in the form annexed as Trust Account shall include an exhibit aggregate of $6,000,000 ($0.40 per Firm Unit), up to which amount shall be payable to the Registration StatementUnderwriters as Deferred Underwriting Commission in accordance with Section 1.3 hereof. The remaining proceeds received by the Company for the Firm Units and the sale of the Placement Units (less commissions and actual expense payments or other fees payable pursuant to this Agreement) ), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of DTC The Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. The Representative may, at its option, delegate one of the other Underwriters (with such Underwriter’s consent) to take delivery of the Firm Units and the Option Units and to make payment therefor as set forth above and below. As used herein, the term “Public Shareholders” means the holders of Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (as defined in Section 1.4.1) and any officer or director of the Company, to the extent, he, she or it acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed; provided, however, that for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in the City of New York are generally open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of the The Company shall receive an aggregate of $102,000,000 net proceeds received by the Company from the sale of the Firm Units and the Private Units, an aggregate of which $75,000,000 101,000,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public ShareholdersStockholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee Company (“CST&T”), ) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the Representative). The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least two (2) Business Days (defined below) 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. 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, and the term “Public Stockholders” means the holders of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (as defined in Section 2.14 below) to the extent they acquire such Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on 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 the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $101,000,000 ($116,150,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.10 per Unit, of the proceeds received by the Company from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.4) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement investment management trust agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“CST&T”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York City time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Li LLC, counsel to the Representative Underwriters (“HTFL”), or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of , payable as follows: $60,600,000 of the proceeds received by the Company from the sale of for the Firm Units and the Private Units, an aggregate sale of $75,000,000 the Initial Placement Units (as defined in Section 1.4.2) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) at Deutsche Bank Trust Company Americas in the United States, established by the Company for the benefit of the Public ShareholdersShareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below2.1.1) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental American Stock Transfer & Trust Company, as trustee LLC (“CST&TAST”), substantially acting as trustee. The funds deposited in the form annexed as Trust Account shall include an exhibit aggregate of $2,100,000, or up to $0.35 per Firm Unit, payable to the Registration StatementUnderwriters as Deferred Underwriting Discounts, in accordance with Section 1.3 hereof. The remaining proceeds (less discounts and actual expense payments or other fees payable pursuant to this Agreement) ), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least two (2) full 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 any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Initial Shareholders (defined below) to the extent it acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective at or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative Maxim or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $75,000,000 ($86,250,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or approximately $10.00 per unit, of the proceeds received by the Company from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.5) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public shareholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between ). Such amount includes an aggregate of $2,625,000 ($3,018,750 if the Company and Continental Stock Transfer & Trust Company, as trustee (“CST&T”Over-allotment Option is exercised in full), substantially or $0.35 per unit, payable to Maxim as a Deferred Underwriting Discounts in accordance with Section 1.3 hereof, to be placed by the Underwriters in the form annexed as an exhibit to the Registration StatementTrust Account. The remaining proceeds (less discounts, 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm UnitsUnits at the offices of the Representative, or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at and/or such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of On the Closing Date, an aggregate of $50,000,000 of the net proceeds received by the Company from the sale of the Firm Units and the Private Units, an aggregate of $75,000,000 Units (as defined in Section 1.4.2) shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public ShareholdersStockholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee Company (“CST&T”), ) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other expenses and fees payable pursuant to this Agreement) shall be paid to the order of the Company on the Closing Date upon delivery of certificates representing the Firm Units (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of DTC for the account of the Representative). The Firm Units shall be registered in such name or names and in such authorizedauthorized 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. As used herein, the term “Business Day” means any day other than a Saturday, Sunday, or any day on which national banks in New York, New York are not open for business, and the term “Public Stockholders” means the holders of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (as defined in Section 2.14 below) to the extent they acquire such Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on 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 the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $60,000,000 ($69,000,000 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 from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.5) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public stockholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, as trustee . Such amount includes an aggregate of up to $1,800,000 (“CST&T”or up to $2,070,000 if the Over-allotment Option is exercised in full), substantially or $0.30 per Unit, payable to Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3.1 hereof, to be placed by the Underwriters in the form annexed as an exhibit Trust Account. Payment of two percent (2.0%) of the underwriting discount to Chardan shall be paid at the Offering. The Placement Units acquired by Chardan pursuant to the preceding sentence are subject to a lock-up for a period of one hundred eighty (180) days immediately following the Effective Date of the Registration StatementStatement or the commencement of sales in the offering, and, for a one year period (including the foregoing one hundred eighty (180) day period) following the Effective Date, may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities, pursuant to Rule 5110(g)(1) of FINRA’s Rules. The remaining 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading Effective Date of the Firm UnitsRegistration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared effective on 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 the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through at the facilities of the Depository Trust Company (“DTC”) 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. Of $50,000,000 ($57,500,000 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 from the sale of for the Firm Units and from the Private Units, an aggregate of $75,000,000 Placement (as defined in Section 1.5) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, public shareholders as described in the Registration Statement (as defined in Section 2.1.1 belowthe “Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust CompanyWilmington Trust, as trustee National Association. Such amount includes an aggregate of up to $1,250,000 (“CST&T”or up to $1,437,500 if the Over-allotment Option is exercised in full), substantially or $0.25 per Unit, payable to Ladenburg as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed by the Underwriters in the form annexed as an exhibit to the Registration StatementTrust Account. The remaining 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 reasonably satisfactory to the RepresentativeUnderwriters) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized 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.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Firm UnitsUnits (as defined in Section 1.2.1), or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of ArentFox Schiff LLP, counsel to the Representative Underwriters (“AFS”), or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 are called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of , payable as follows: $100,000,000 of the proceeds received by the Company from the sale of for the Firm Units and the Private Units, an aggregate sale of $75,000,000 the Placement Units (as defined in Section 1.4.2) shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public ShareholdersShareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1 below2.1.1) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Equinti Trust Company, as trustee (“CST&T”), substantially . The funds deposited in the form annexed as an exhibit Trust Account shall include the Business Combination Fees payable to the Registration StatementRepresentative. The remaining proceeds received by the Company for the Firm Units and the sale of the Placement Units (less commissions, and actual expense payments or other fees payable pursuant to this Agreement) ), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of DTC The Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least one (1) full Business Day prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Firm Units for delivery, at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. The Representative may, at its option, delegate one of the other Underwriters (with such Underwriter’s consent) to take delivery of the Firm Units and the Option Units and to make payment therefor as set forth above and below. As used herein, the term “Public Shareholders” means the holders of Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (as defined in Section 1.4.1) and any officer or director of the Company, to the extent, he, she or it acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed; provided, however, that for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in the City of New York are generally open for use by customers on such day.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M.a.m., New York City time, on the first third (1st3rd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company Company, at the offices of the Representative Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP (“EGS”) or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date through at the facilities of the Depository Trust Company (“DTC”) Representative’s election by wire transfer in Federal (same day) funds. Of , payable as follows: $96,425,000 of the proceeds received by the Company from the sale of for the Firm Units and the Private Units, an aggregate of $75,000,000 shall be deposited on the Closing Date into in the trust account (the “Trust Account”) established by the Company for the benefit of the Public ShareholdersStockholders (as defined below) and the Underwriters, as described in the Registration Statement (as defined in Section 2.1.1 below“Trust Account”) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee Company (“CST&TCST”), substantially . The amount deposited in the form annexed as Trust Account shall include an exhibit aggregate of $3,000,000 ($0.30 per Firm Unit), payable to the Registration StatementRepresentative as a Deferred Underwriting Commission, in accordance with Section 1.3 hereof. The remaining proceeds (less commissions and actual expense payments or other fees payable pursuant to this Agreement) ), if any, shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of DTC the Depository Trust Company (“DTC”)) for the account of the Representative)Underwriters. The Firm Units shall be registered in such name or names and in such authorizedauthorized denominations as the Representative may request in writing at least two (2) full 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 any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Stockholders” means the holders of Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including any Company stockholder prior to the Offering to the extent they acquire such Common Stock in the aftermarket (and solely with respect to such Common Stock). “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.

Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first second (1st2nd) Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing of the Offering 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 through the facilities of the Depository Trust Company (“DTC”) by wire transfer in Federal (same day) funds. Of the proceeds received by the Company from the sale of the Firm Units and the Private UnitsUnits (as defined in section 1.3.3), an aggregate of $75,000,000 100,500,000 shall be deposited on the Closing Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders, as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee (“CST&T”), substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of DTC for the account of the Representative). The Firm Units shall be registered in such name or names and in such authorizedin