Exhibit 1.1
Spring
Valley ACQUISITION Corp.
20,000,000 Units
Underwriting Agreement
[•], 2020
Cowen and Company, LLC
Wells Fargo Securities, LLC
As Representatives of the
several Underwriters listed
in Schedule 1 hereto
c/o Cowen and Company, LLC
599 Lexington Avenue
New York, New York 10022
c/o Wells Fargo Securities, LLC
500 West 33rd Street
14th Floor
New York, New York 10001
Ladies and Gentlemen:
Spring Valley Acquisition Corp., a Cayman
Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule
1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”),
an aggregate of 20,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters,
up to an additional 3,000,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units
are herein referred to as the “Units.”
Each Unit consists of one Class A
ordinary share of the Company, par value $0.0001 per share (collectively, the “Ordinary Shares”), and one-half of
one redeemable warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the
“Warrant(s)”). The Ordinary Shares and the Warrants included in the Units will not trade separately until the
52nd day following the date of the Prospectus (as defined below) (or if such date is not a business day (as defined below),
the following business day) (unless the Representatives inform the Company of their decision to allow earlier separate
trading), subject to (a) the Company’s filing of a Current Report on Form 8-K that includes an audited balance sheet
reflecting the receipt by the Company of the proceeds of the Offering (as defined below) and the sale of the Private
Placement Warrants (as defined below) with the Securities and Exchange Commission (the “Commission”) and (b) the
Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued
upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to
purchase one Ordinary Share at a price of $11.50 per share, subject to certain adjustments as described in the Warrant
Agreement (as defined below), during the period commencing on the later of thirty days after the completion of the
Company’s initial Business Combination (as defined below) and twelve months from the date of the consummation of the
Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or
earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant
Agreement, a fractional Warrant may not be exercised, so that only a whole Warrant may be exercised at any given time by a
holder thereof. As used herein, the term “Business Combination” (as described more fully in the Prospectus) shall
mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or
more businesses or entities involving the Company.
The Company has entered into an Investment
Management Trust Agreement, effective as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer
& Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1
to the Registration Statement (as defined below), pursuant to which proceeds from the sale of the Private Placement Warrants and
proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the
Company, the Underwriters and the Public Shareholders (as defined below).
The Company has entered into a Warrant Agreement,
effective as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants
with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST
will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants
and the Private Placement Warrants.
The Company has entered into a
Securities Subscription Agreement, dated as of August 21, 2020 (the “Securities Subscription Agreement”), with
Spring Valley Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which
the Sponsor purchased an aggregate of 7,187,500 shares of the Company’s Class B ordinary shares, par value $0.0001 per
share, for an aggregate purchase price of $25,000 (the “Founder Shares”), in substantially the form filed as
Exhibit 10.7 to the Registration Statement. On October 22, 2020, the Sponsor effected a surrender of 1,437,500 Founder Shares
to the Company for no consideration, resulting in a decrease in the number of Founder Shares outstanding from
7,187,500 to 5,750,000. Up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the
Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares
included in the Units, except as described in the Registration Statement, the Pricing Disclosure Package (as defined below)
and the Prospectus.
The Company has entered into a Private
Placement Warrants Purchase Agreement, effective as of the date hereof (the “Private Placement Warrants Purchase Agreement”),
with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor
agreed to purchase an aggregate of 6,000,000 warrants (or up to 6,600,000 warrants if the over-allotment option is exercised in
full), each Warrant entitling its holder, upon exercise, to purchase one Ordinary Share (the “Private Placement Warrants”),
for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in
the Units, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
The Company has entered into a Registration
and Shareholder Rights Agreement, dated as of the date hereof (the “Registration and Shareholder Rights Agreement”),
with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement,
pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary
Shares underlying the Private Placement Warrants, the Founder Shares and certain warrants (which will be substantially similar
to the Private Placement Warrants), if any, that may be issued upon conversion of working capital loans.
The Company has entered into a letter agreement,
dated as of the date hereof, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Insider
Letter”), with the Sponsor and each of the Company’s officers, directors and director nominees .
The Company has entered into an Administrative
Services Agreement, dated as of the date hereof (the “Administrative Services Agreement” and, collectively with this
Agreement (as defined below), the Trust Agreement, the Warrant Agreement, the Securities Subscription Agreement, the Private Placement
Warrants Purchase Agreement, the Registration and Shareholder Rights Agreement and the Insider Letter, the “Transaction Documents”),
with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company
will, subject to the terms of the Administrative Services Agreement, pay to an affiliate of the Sponsor, an aggregate monthly fee
of $10,000 for office space, utilities, administrative and support services from the date that the Units are first listed on The
Nasdaq Capital Market (“Nasdaq”) until the earlier of (x) the consummation of an initial Business Combination and (y)
the Liquidation.
The Company hereby confirms its agreement
with the several Underwriters concerning the purchase and sale of the Units, as follows:
1. Registration Statement. The Company has prepared and filed with the Commission under the Securities Act of 1933,
as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration
statement (File No. 333-249067), including a prospectus, relating to the Units and the Warrants and Ordinary Shares included
therein. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant
to Rule 430A under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430
Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary
Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness,
any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration
Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus
in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection
with confirmation of sales of the Units. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b)
under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration
Statement” shall be deemed to include such Rule 462 Registration Statement.
At or prior to the Applicable Time (as defined
below), the Company had prepared the following information (collectively with the pricing information set forth on Annex A, the
“Pricing Disclosure Package”): a Preliminary Prospectus dated [•], 2020.
“Applicable Time” means [•]
P.M., New York City time, on [•], 2020.
2. Purchase
of the Units.
(a)
The Company agrees to issue and sell the Underwritten Units to the several Underwriters as provided in this underwriting
agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements
set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per
Unit of $9.80 (the “Purchase Price”) from the Company the respective number of Underwritten Units set forth opposite
such Underwriter’s name in Schedule 1 hereto.
(b)
In addition, the Company agrees to issue and sell the Option Units to the several Underwriters as provided in this Agreement,
and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions
set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Units at a price per
Unit of $9.80 less an amount per unit equal to any dividends or distributions declared by the Company and payable on the Underwritten
Units but not payable on the Option Units.
If any Option Units are to be purchased,
the number of Option Units to be purchased by each Underwriter shall be the number of Option Units which bears the same ratio to
the aggregate number of Option Units being purchased as the number of Underwritten Units set forth opposite the name of such Underwriter
in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten
Units being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional
Units as the Representatives in their sole discretion shall make.
The Underwriters may exercise the option
to purchase Option Units at any time in whole, or from time to time in part, on or before the 45th day following the
date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number
of Option Units as to which the option is being exercised and the date and time when the Option Units are to be delivered and paid
for, which may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date
nor later than the 10th full business day after the date of such notice (unless such time and date are postponed in
accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date
and time of delivery specified therein.
(c)
In addition to the discount from the public offering price represented by the Purchase Price, the Company hereby agrees
to pay to the Underwriters a deferred discount of $0.350 per Unit (including both Underwritten Units and Option Units) purchased
hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representatives, on behalf
of the Underwriters, by the Trustee from amounts on deposit in the Trust Account (without accrued interest) by wire transfer payable
in same-day funds if and when the Company consummates an initial Business Combination. The Underwriters hereby agree that if no
Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of
Incorporation, as such time period may be extended, and the funds held under the Trust Agreement are distributed to the holders
of the Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters
will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount
to the Public Shareholders on a pro rata basis.
(d)
The Company understands that the Underwriters intend to make a public offering of the Units (the “Offering”),
and initially to offer the Units on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees
that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter.
(e) Payment
for the Units shall be made by wire transfer in immediately available funds to the account specified by the Company to the
Representatives in the case of the Underwritten Units, at the offices of Shearman & Sterling LLP, 599 Lexington Avenue,
New York, New York 10022 at [•] A.M. New York City time on [•], 2020, or at such other time or place on the same
or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon
in writing or, in the case of the Option Units, on the date and at the time and place specified by the Representatives in the
written notice of the Underwriters’ election to purchase such Option Units. The Company shall not be obligated to sell
or deliver any of the Underwritten Units, except upon tender of payment by the Representatives for all Underwritten Units.
The time and date of such payment for the Underwritten Units is referred to herein as the “Closing Date,” and the
time and date for such payment for the Option Units, if other than the Closing Date, is herein referred to as the
“Additional Closing Date.”
Payment for the Units to be purchased on
the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for
the respective accounts of the several Underwriters of the Units to be purchased on such date in definitive or book-entry form
registered in such names and in such denominations as the Representatives shall request in writing not later than two full business
days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection
with the sale of such Units duly paid by the Company. Delivery of the Units shall be made through the facilities of The Depository
Trust Company unless the Representatives shall otherwise instruct.
(f)
The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity
of an arm’s length contractual counterparty to the Company with respect to the Offering contemplated hereby (including in
connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company
or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person
as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own
advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions
contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the
Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated
hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not
be on behalf of the Company.
3.
Representations and Warranties of the Company. The Company represents and warrants to each Underwriter that:
(a) Preliminary
Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission,
and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all
material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue
statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; provided that the Company makes no
representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with
information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives
expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by
any Underwriter consists of the information described as such in Section 7(b) hereof.
(b)
Pricing Disclosure Package. The Pricing Disclosure Package as of the Applicable Time did not, and as of the Closing
Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements
or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing
by such Underwriter through the Representatives expressly for use in such Pricing Disclosure Package, it being understood and agreed
that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.
No statement of material fact included in the Prospectus has been omitted from the Pricing Disclosure Package and no statement
of material fact included in the Pricing Disclosure Package that is required to be included in the Prospectus has been omitted
therefrom.
(c)
Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus,
the Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared,
made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written
communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an
offer to buy the Units other than any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities
Act or Rule 134 under the Securities Act.
(d)
Form 8-A. The Company has filed with the Commission a Form 8-A (File No. [•]), including an amendment
thereto, providing for the registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
of the Units, the Ordinary Shares and the Warrants, which registration is currently effective on the date hereof. The Units and
the Ordinary Shares and the Warrants included as part of the Units have been authorized for listing, subject to official notice
of issuance and evidence of satisfactory distribution, on Nasdaq, and the Company knows of no reason or set of facts that is likely
to adversely affect such authorization.
(e)
Emerging Growth Company. From the time of the initial confidential submission of the Registration Statement to the
Commission (or, if earlier, the first date on which the Company engaged directly or through any person authorized to act on its
behalf in any Testing-the-Waters Communication) through the date hereof, the Company has been and is an “emerging growth
company,” as defined in Section 2(a) of the Securities Act (an “Emerging Growth Company”). “Testing-the-Waters
Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of
the Securities Act or Rule 163B under the Securities Act.
(f)
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications other
than Testing-the-Waters Communications with the consent of the Representatives with entities that are qualified institutional buyers
within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule
501 under the Securities Act and (ii) has not authorized anyone other than the Underwriters to engage in Testing-the-Waters Communications.
The Company reconfirms that the Underwriters have been authorized to act on its behalf in undertaking Testing-the-Waters Communications.
The Company has not distributed or approved for distribution any Written Testing-the-Waters Communications other than those listed
on Annex B hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a
written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication
does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all
material respects with the Securities Act, and when taken together with the Pricing Disclosure Package as of the Applicable Time,
did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading.
(g) Registration
Statement and Prospectus. The Registration Statement has been declared effective by the Commission. No order suspending
the effectiveness of the Registration Statement has been issued by the Commission, and no proceeding for that purpose or
pursuant to Section 8A of the Securities Act against the Company or related to the Offering has been initiated or threatened
by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment
thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects
with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of
the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as
the case may be, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue
statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided that the Company makes no representation or
warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any
Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the
Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the
only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.
(h)
Financial Statements. The financial statements (including the related notes thereto) of the Company included in the
Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements
of the Securities Act and present fairly the financial position of the Company as of the dates indicated and the results of their
operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity
with generally accepted accounting principles (“GAAP”) in the United States applied on a consistent basis throughout
the periods covered thereby, and any supporting schedules included in the Registration Statement present fairly the information
required to be stated therein;.
(i)
No Material Adverse Change. Since the date of the most recent financial statements of the Company included in the
Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there has not been any change in the capital stock,
short-term debt or long-term debt of the Company, or any dividend or distribution of any kind declared, set aside for payment,
paid or made by the Company on any class of capital stock, or any material adverse change, or any development involving a prospective
material adverse change, in or affecting the business, properties, management, financial position, shareholders’ equity,
results of operations or prospects of the Company; (ii) the Company has not entered into any transaction or agreement (whether
or not in the ordinary course of business) that is material to the Company or incurred any liability or obligation, direct or contingent,
that is material to the Company; and (iii) the Company has not sustained any loss or interference with its business that is material
to the Company and that is either from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any
labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority,
except in each case as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(j) Organization
and Good Standing. The Company has been duly organized and is validly existing and in good standing under the laws of its
jurisdiction of organization, is duly qualified to do business and is in good standing in each jurisdiction in which its
ownership or lease of property or the conduct of its business requires such qualification, and has all power and authority
necessary to own or hold its properties and to conduct the business in which it is engaged, except where the failure to be so
qualified or in good standing or have such power or authority would not, individually or in the aggregate, have a material
adverse effect on the business, properties, management, financial position, shareholders’ equity, results of operations
or prospects of the Company or on the performance by the Company of its obligations under the Transaction Documents (a
“Material Adverse Effect”).
(k)
Capitalization. The Company has an authorized capitalization as set forth in the Registration Statement, the Pricing
Disclosure Package and the Prospectus under the heading “Capitalization”; all the outstanding shares of capital stock
of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any
pre-emptive or similar rights; except as described in or expressly contemplated by the Registration Statement, the Pricing Disclosure
Package and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options
to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company
or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock
of the Company, any such convertible or exchangeable securities or any such rights, warrants or options; the capital stock of the
Company conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure
Package and the Prospectus. The offers and sales of the outstanding securities of the Company were at all relevant times either
registered under the Securities Act, the applicable state securities and blue sky laws or, based in part on the representations
and warranties of the purchasers of such securities, exempt from such registration requirements.
(l)
Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement and the
other Transaction Documents and to perform its obligations hereunder and thereunder; and all action required to be taken for the
due and proper authorization, execution and delivery by it of this Agreement and each of the other Transaction Documents and the
consummation by it of the transactions contemplated hereby and thereby has been duly and validly taken.
(m)
Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Company.
(n) The
Units. The Units to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued
and delivered and paid for as provided herein, will be duly and validly issued, will constitute valid and legally binding
obligations of the Company enforceable against the Company in accordance with their terms, except as enforceability may be
limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally
or by equitable principles relating to enforceability (“Enforceability Exceptions”), and will conform to the
descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of
the Units is not subject to any preemptive or similar rights.
(o)
The Unit Shares. The Ordinary Shares included in the Units have been duly authorized by the Company and, when issued
and delivered against payment for the Units by the Underwriters pursuant to this Agreement and the Amended and Restated Memorandum
and Articles of Association of the Company, will be duly and validly issued and delivered, will be fully paid and nonassessable,
and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(p)
The Founder Shares. The Founder Shares have been duly authorized, validly issued and fully paid by the Company and
are nonassessable.
(q)
The Units Warrants. The Warrants included in the Units to be issued and sold by the Company hereunder have been duly
authorized by the Company and, when issued and delivered in the manner set forth in the Warrant Agreement against payment for the
Units by the Underwriters pursuant to this Agreement, will be duly and validly issued and delivered, will constitute valid and
legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject to Enforceability
Exceptions, and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the
Prospectus.
(r)
The Warrant Shares. The Ordinary Shares issuable upon exercise of the Warrants included in the Units and the Private
Placement Warrants (the “Warrant Shares”) have been duly authorized by the Company and, when issued and delivered against
payment therefor pursuant to the Warrants and the Private Placement Warrants, as applicable, the Warrant Agreement and the Amended
and Restated Memorandum and Articles of Association of the Company, will be duly and validly issued and delivered, will be fully
paid and nonassessable; and such Warrant Shares have been duly authorized by the Company and validly reserved for issuance. The
holders of such Warrant Shares will not be subject to personal liability by reason of being such holders; such Warrant Shares are
not, and at the time such shares are issued, will not be subject to any preemptive or other similar contractual rights granted
by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such Warrant Shares (other
than such delivery at the time of issuance) has been duly and validly taken.
(s)
The Private Placement Warrants. The Private Placement Warrants to be issued and sold by the Company under the Private
Placement Warrants Purchase Agreement have been duly authorized by the Company and, when issued and delivered in the manner set
forth in the Warrant Agreement against payment therefor by the Sponsor pursuant to the Private Placement Warrants Purchase Agreement,
will be duly and validly issued and delivered, will constitute valid and legally binding obligations of the Company enforceable
against the Company in accordance with their terms, subject to Enforceability Exceptions, and will conform to the descriptions
thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(t)
The Trust Agreement. The Trust Agreement has been duly authorized, executed and delivered by the Company and constitutes
a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, subject to
Enforceability Exceptions.
(u)
The Warrant Agreement. The Warrant Agreement has been duly authorized, executed and delivered by the Company and
constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms,
subject to Enforceability Exceptions.
(v)
The Securities Subscription Agreement. The Securities Subscription Agreement has been duly authorized, executed and
delivered by the Company and the Sponsor and constitutes a valid and legally binding obligation of the Company and the Sponsor
enforceable against the Company and the Sponsor in accordance with its terms, subject to Enforceability Exceptions.
(w)
The Private Placement Warrants Purchase Agreement. The Private Placement Warrants Purchase Agreement has been duly
authorized, executed and delivered by the Company and the Sponsor and constitutes a valid and legally binding obligation of the
Company and the Sponsor enforceable against the Company and the Sponsor in accordance with its terms, subject to Enforceability
Exceptions.
(x)
The Registration and Shareholder Rights Agreement. The Registration and Shareholder Rights Agreement has been duly
authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable
against the Company in accordance with its terms, subject to Enforceability Exceptions.
(y) The
Insider Letter. The Insider Letter has been duly authorized, executed and delivered by the Company, the Sponsor and, to
the Company’s knowledge, each officer, director and director nominee of the Company and constitutes a valid and legally
binding obligation of the Company, the Sponsor and, to the Company’s knowledge, each officer, director and director
nominee of the Company enforceable against the Company, the Sponsor and, to the Company’s knowledge, each officer,
director and director nominee of the Company in accordance with its terms, subject to Enforceability Exceptions.
(z)
The Administrative Services Agreement. The Administrative Services Agreement has been duly authorized, executed and
delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company
in accordance with its terms, subject to Enforceability Exceptions.
(aa)
Descriptions of the Transaction Documents. Each Transaction Document conforms in all material respects to the description
thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(bb)
No Violation or Default. The Company is not (i) in violation of any provision in its charter or by-laws or similar
organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute
such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed
of trust, loan agreement or other agreement or instrument to which the Company is a party or by which the Company is bound or to
which any property or asset of the Company is subject; or (iii) in violation of any law or statute or any judgment, order, rule
or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii)
above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.
(cc)
No Conflicts. The execution, delivery and performance by the Company of each of the Transaction Documents, the issuance
and sale of the Units and the consummation of the transactions contemplated by the Transaction Documents or the Pricing Disclosure
Package and the Prospectus will not (i) conflict with or result in a breach or violation of any of the terms or provisions of,
or constitute a default under, result in the termination, modification or acceleration of, or result in the creation or imposition
of any lien, charge or encumbrance upon any property, right or asset of the Company pursuant to, any indenture, mortgage, deed
of trust, loan agreement or other agreement or instrument to which the Company is a party or by which the Company is bound or to
which any property, right or asset of the Company is subject, (ii) result in any violation of the provisions of the charter or
by-laws or similar organizational documents of the Company or (iii) result in the violation of any law or statute or any judgment,
order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (i)
and (iii) above, for any such conflict, breach, violation, default, lien, charge or encumbrance that would not, individually or
in the aggregate, have a Material Adverse Effect.
(dd)
No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court
or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of
each of the Transaction Documents, the issuance and sale of the Units and the consummation of the transactions contemplated by
the Transaction Documents, except for the registration of the Units and the Ordinary Shares and the Warrants included in the Units
under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required
by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection
with the purchase and distribution of the Units by the Underwriters.
(ee)
Legal Proceedings. There are no legal, governmental or regulatory investigations, actions, demands, claims, suits,
arbitrations, inquiries or proceedings (“Actions”) pending to which the Company is or may be a party or to which any
property of the Company is or may be the subject that, individually or in the aggregate, if determined adversely to the Company,
could reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company, no such Actions are threatened
or contemplated by any governmental or regulatory authority or threatened by others.
(ff)
Independent Accountants. WithumSmith+Brown, PC, who has certified certain financial statements of the Company, is
an independent registered public accounting firm with respect to the Company within the applicable rules and regulations adopted
by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act.
(gg)
Disclosure. There is no franchise, contract or other document of a character required to be described in the Registration
Statement or Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required (and the Pricing Disclosure
Package contains in all material respects the same description of the foregoing matters contained in the Prospectus); and the statements
in the Pricing Disclosure Package and the Prospectus under the headings “Principal Shareholders,” “Certain Relationships
and Related Party Transactions,” “Description of Securities,” “Underwriting” and “Taxation”
insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are in all material
respects accurate and fair summaries of such legal matters, agreements, documents or proceedings. There are no business relationships
or related party transactions involving the Company or any other person required by the Securities Act to be described in the Registration
Statement or Prospectus that have not been described as required.
(hh) Investment
Company Act. The Company is not and, after giving effect to the offering and sale of the Units and the application of the
proceeds thereof as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, will not be
required to register as an “investment company” or an entity “controlled” by an “investment
company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the
Commission thereunder (collectively, the “Investment Company Act”).
(ii)
Taxes. The Company has paid all federal, state, local and foreign taxes and filed all tax returns required to be
paid or filed through the date hereof; and except as otherwise disclosed in each of the Registration Statement, the Pricing Disclosure
Package and the Prospectus, there is no tax deficiency that has been, or could reasonably be expected to be, asserted against the
Company or any of its properties or assets.
(jj)
Licenses and Permits. The Company possesses all licenses, sub-licenses, certificates, permits and other authorizations
issued by, and has made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory
authorities that are necessary for the ownership or lease of its properties or the conduct of its business as described in each
of the Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to possess or make the
same would not, individually or in the aggregate, have a Material Adverse Effect.
(kk)
Disclosure Controls. The Company maintains an effective system of “disclosure controls and procedures”
(as defined in Rule 13a-15(e) of the Exchange Act) that complies with the requirements of the Exchange Act to the extent required
by Rule 13a-15(e) of the Exchange Act.
(ll) Cybersecurity;
Data Protection. The Company’s information technology assets and equipment, computers, systems, networks, hardware,
software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and
perform in all material respects as required in connection with the operation of the business of the Company as currently
conducted. The Company has implemented and maintained commercially reasonable controls, policies, procedures, and safeguards
(including backup and disaster recovery technology) to maintain and protect its material confidential information and the
integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally
identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with its business,
and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have
been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal
review or investigations relating to the same. The Company is presently in material compliance with all applicable laws or
statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority,
internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the
protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except where
the failure to be in compliance would not, individually or in the aggregate, have a Material Adverse Effect.
(mm)
No Unlawful Payments. Neither the Company nor any of its directors, director nominees, officers or employees, nor,
to the knowledge of the Company, any agent, affiliate, representative or other person associated with or acting on behalf of the
Company has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating
to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect
unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled
entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing,
or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision
of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention
on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery
Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested
or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff,
influence payment, kickback or other unlawful or improper payment or benefit. The Company has instituted, maintains and enforces,
and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable
anti-bribery and anti-corruption laws.
(nn)
Compliance with Anti-Money Laundering Laws. The operations of the Company are and have been conducted at all times
in compliance with applicable financial recordkeeping and reporting requirements, including those of the U.S. Bank Secrecy Act,
as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001 (USA PATRIOT Act) and the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable
money laundering statutes of all jurisdictions where the Company conducts business, the rules and regulations thereunder and any
related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively,
the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator involving the Company with respect to the Anti-Money Laundering Laws is pending or, to the
knowledge of the Company, threatened.
(oo) No
Conflicts with Sanctions Laws. Neither the Company nor any of its directors, director nominees, officers or employees,
nor, to the knowledge of the Company, any agent, affiliate, representative or other person associated with or acting on
behalf of the Company is (i) currently the subject or the target of any sanctions administered or enforced by the U.S.
government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or
the U.S. Department of State and including, without limitation, the designation as a “specially designated
national” or “blocked person”), the United Nations Security Council, the European Union, Her
Majesty’s Treasury or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located,
organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation,
Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”). The Company will
not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such
proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or
business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to
fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a
violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or
otherwise) of Sanctions. For the past five years, the Company has not knowingly engaged in and are not now knowingly engaged
in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the
target of Sanctions or with any Sanctioned Country.
(pp)
No Registration Rights. No person has the right to require the Company to register any securities for sale under
the Securities Act by reason of the filing of the Registration Statement with the Commission or the issuance and sale of the Units.
(qq)
Compliance with Nasdaq Rules. There is and has been no failure on the part of the Company or, to the knowledge of
the Company, any of the Company’s officers, directors or director nominees, in their capacities as such, to comply with (as
and when applicable), and immediately following the initial effective date of the Registration Statement the Company will be in
compliance with, the applicable requirements of Nasdaq Marketplace Rules. Further, there is and has been no failure on the part
of the Company or, to the knowledge of the Company, any of the Company’s officers, directors or director nominees, in their
capacities as such, to comply with (as and when applicable), and immediately following the initial effective date of the Registration
Statement the Company will be in compliance with, the phase-in requirements and all other applicable provisions of Nasdaq corporate
governance requirements set forth in the Nasdaq Marketplace Rules.
(rr) Taxes. There
are no transfer, stamp, issue, registration, documentary or other similar taxes, duties, fees or charges under U.S. federal
law or the laws of any state, or any political subdivision thereof, or under the laws of any non-U.S. jurisdiction, required
to be paid in connection with the execution and delivery of this Agreement or the issuance or sale by the Company of the
Units.
(ss)
Questionnaires. All information contained in the questionnaires
(the “Questionnaires”) completed by the Company and the Sponsor and, to the knowledge of the Company, the Company’s
officers, directors and director nominees and provided to the Underwriters, is true and correct and the Company has not become
aware of any information that would cause the information disclosed in the Questionnaires completed by the Company, the Sponsor
or the Company’s officers, directors and director nominees to become inaccurate and incorrect.
(tt)
Acquisition Target Not Selected. Prior to the date hereof, the Company has not selected any potential Business Combination
target and has not, nor, to its knowledge, has anyone on its behalf, had any substantive discussions, directly or indirectly, with
any potential Business Combination target with respect to a Business Combination with the Company.
(uu)
No Broker’s Fees. Except as described in the Registration Statement, the Pricing Disclosure Package and the
Prospectus, there are no claims, payments, arrangements, contracts, agreements or understandings relating to the payment of a brokerage
commission or finder’s, consulting, origination or similar fee by the Company, the Sponsor or any officer, director or director
nominee of the Company with respect to the sale of the Units hereunder or any other arrangements, agreements or understandings
of the Company, the Sponsor or any such officer, director or director nominee of the Company, or their respective affiliates, that
may affect the Underwriters’ compensation, as determined by the FINRA.
(vv)
No Direct or Indirect Payments. Except as described in the Registration Statement, the Pricing Disclosure Package
and the Prospectus, the Company has not made any direct or indirect payments (in cash, securities or any other type of “underwriting
compensation” as defined in Rule 5110(j)(22 of FINRA’s Conduct Rules): (i) to any person, as a finder’s
fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company
persons who raised or provided capital to the Company; (ii) to any person that, to the Company’s knowledge, has been
accepted by FINRA as a member of FINRA (a “Member”); or (iii) to any person or entity that, to the Company’s
knowledge, has any direct or indirect affiliation or association with any Member, within the twelve months prior to the initial
effective date of the Registration Statement, other than payments to the Underwriters pursuant to this Agreement.
(ww)
No Underwriting Compensation. No Member and/or any person associated or affiliated with a Member has received any
underwriting compensation in connection with a public offering that has not been completed according to the
terms of an agreement entered into by the Company and a participating member.
(xx)
Affiliation with FINRA. Except as disclosed in the Questionnaires provided to the Representatives, to the Company’s
knowledge, no officer, director, director nominee or beneficial owner of 5% or more of any class of the Company’s securities
(whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such
individual or entity, a “Company Affiliate”) is a Member or a person associated or affiliated with a Member.
(yy)
Ownership of FINRA Member Securities. Except as disclosed in the Questionnaires provided to the Representatives,
to the Company’s knowledge, no Company Affiliate is an owner of stock or other securities of any Member (other than securities
purchased on the open market).
(zz)
Subordinated Loans to FINRA Members. To the Company’s knowledge, no Company Affiliate has made a subordinated
loan to any Member.
(aaa)
Non-Compete/Non-Solicitation. Except as described in the Pricing Disclosure Package and the
Prospectus, to the Company’s knowledge, none of the Sponsor, officers, directors or director nominees of the Company is subject
to a non-competition agreement or non-solicitation agreement with any employer, prior employer or other entity that could materially
affect its, his or her ability to be and act in the capacity of shareholder, officer or director of the Company, as applicable.
(bbb)
Related Party Transactions. No relationship, direct or indirect, exists between or among any of the Company or any
affiliate of the Company, on the one hand, and any director, director nominee, officer, shareholder, special advisor, customer
or supplier of the Company or any affiliate of the Company, on the other hand, which is required by the Securities Act or the Exchange
Act to be described in the Registration Statement, Pricing Disclosure Package or the Prospectus that is not described as required.
There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees
of indebtedness by the Company to or for the benefit of any of the officers, directors or director nominees of the Company or any
of their respective family members. The Company has not extended or maintained credit, arranged for the extension of credit, or
renewed an extension of credit, in the form of a personal loan to or for any officer, director or director nominee of the Company.
(ccc)
No Unlawful Influence. The Company has not offered, or caused the Underwriters to offer, the Units to any person
or entity with the intention of unlawfully influencing: (a) a customer or supplier of the Company or any affiliate of the Company
to alter the customer’s or supplier’s level or type of business with the Company or such affiliate or (b) a journalist or publication to write
or publish favorable information about the Company or any such affiliate.
(ddd)
Applicability of Rule 419. Upon delivery and payment for the Units on the Closing Date and each Additional Closing
Date, the Company will not be subject to Rule 419 under the Securities Act and none of the Company’s outstanding securities
will be deemed to be a “penny stock” as defined in Rule 3a51-1 under the Exchange Act.
(eee)
Absence of Manipulation. The Company has not taken, directly or indirectly, any action designed to or that would
constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation
of the price of any security of the Company to facilitate the sale or resale of the Units.
(fff)
Margin Rules. Neither the issuance, sale and delivery of the Units nor the application of the proceeds thereof by
the Company as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus will violate
Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.
(ggg)
Statistical and Market Data. Nothing has come to the attention of the Company that has caused the Company to believe
that the statistical and market-related data included in each of the Registration Statement, the Pricing Disclosure Package and
the Prospectus, if any, is not based on or derived from sources that are reliable and accurate in all material respects.
(hhh)
Sarbanes-Oxley Act. Solely to the extent that the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations
promulgated by the Commission thereunder (the “Sarbanes-Oxley Act”) have been applicable to the Company, there is and
has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such,
to comply with any provision of the Sarbanes-Oxley Act, including Section 402 related to loans and Sections 302 and 906 related
to certifications.
(iii)
Status under the Securities Act. At the time of filing the Registration Statement and any post-effective amendment
thereto the Company was an “ineligible issuer,” as defined in Rule 405 under the Securities Act solely because of subclause
(B) of clause (ii) of the definition thereof. The Company has paid the registration fee for the Offering pursuant to Rule 456 under
the Securities Act.
(jjj)
No Ratings. There are (and prior to the Closing Date, will be) no debt securities, convertible securities or preferred
stock issued or guaranteed by the Company that are rated by a “nationally recognized statistical
rating organization,” as such term is defined in Section 3(a)(62) under the Exchange Act.
(kkk)
Company Ownership of Other Entities. The Company does not own, and since its incorporation has not owned, an interest
in any corporation, partnership, limited liability company, joint venture, trust or other entity.
(lll)
Payments in Foreign Currency. Except as described in the Registration Statement, the Pricing Disclosure Package,
under current laws and regulations of the Cayman Islands, all dividends and other distributions declared and payable on the Units
may be paid by the Company to the holder thereof in United States dollars or Cayman Islands dollars that may be converted into
foreign currency and freely transferred out of the Cayman Islands and all such payments made to holders thereof or therein who
are non-residents of the Cayman Islands will not be subject to income, withholding or other taxes under laws and regulations of
the Cayman Islands or any taxing authority thereof or therein and will otherwise be free and clear of any other tax, duty, withholding
or deduction in the Cayman Islands or any taxing authority thereof or therein and without the necessity of obtaining any governmental
authorization in the Cayman Islands or any political subdivision thereof or therein.
4.
Further Agreements of the Company. The Company covenants and agrees with each Underwriter that:
(a)
Required Filings. The Company will file the final Prospectus with the Commission within the time periods specified
by Rule 424(b) and Rule 430A under the Securities Act; and the Company will furnish copies of the Prospectus (to the extent not
previously delivered) to the Underwriters in New York City prior to 10:00 A.M., New York City time, on the business day next succeeding
the date of this Agreement in such quantities as the Representatives may reasonably request, unless the Underwriters otherwise
consent to a later date.
(b)
Delivery of Copies. The Company will deliver, upon request, without charge, (i) to the Representatives, signed copies
of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents
filed therewith; and (ii) to each Underwriter (A) a conformed copy of the Registration Statement as originally filed and each amendment
thereto (without exhibits) and (B) during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including
all amendments and supplements thereto) as the Representatives may reasonably request. As used herein, the term “Prospectus
Delivery Period” means such period of time after the first date of the public offering of the Units as in the opinion of
counsel for the Underwriters a prospectus relating to the Units is required by law to be delivered (or required to be delivered but for Rule
172 under the Securities Act) in connection with sales of the Units by any Underwriter or dealer.
(c)
Amendments or Supplements. Before making, preparing, using, authorizing, approving, referring to or filing any amendment
or supplement to the Registration Statement, the Pricing Disclosure Package or the Prospectus, the Company will furnish to the
Representatives and counsel for the Underwriters a copy of the proposed amendment or supplement for review and will not make, prepare,
use, authorize, approve, refer to or file any such proposed amendment or supplement to which the Representatives reasonably object.
(d)
Notice to the Representatives. The Company will advise the Representatives promptly, and confirm such advice in writing,
(i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed
or becomes effective; (iii) when any supplement to the Pricing Disclosure Package, the Prospectus or any Written Testing-the-Waters
Communication or any amendment to the Prospectus has been filed or distributed; (iv) of any request by the Commission for any amendment
to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission
relating to the Registration Statement or any other request by the Commission for any additional information, including, but not
limited to, any request for information concerning any Testing-the-Waters Communication; (v) of the issuance by the Commission
or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing
or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, the Prospectus or any Written Testing-the-Waters
Communication or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act;
(vi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any
of the Pricing Disclosure Package or any Written Testing-the-Waters Communication as then amended or supplemented would include
any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in
the light of the circumstances existing when the Prospectus, the Pricing Disclosure Package or any Written Testing-the-Waters Communication
is delivered to a purchaser, not misleading; and (vii) of the receipt by the Company of any notice with respect to any suspension
of the qualification of the Units for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for
such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness
of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package
or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Units and, if any
such order is issued, will obtain as soon as possible the withdrawal thereof.
(e)
Ongoing Compliance. (1) If during the Prospectus Delivery Period (i) any event or development shall occur or condition
shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing
when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to
comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c)
above, file with the Commission and furnish to the Underwriters and to such dealers as the Representatives may designate such amendments
or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will
not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus
will comply with law and (2) if at any time prior to the Closing Date (i) any event or development shall occur or condition shall
exist as a result of which the Pricing Disclosure Package as then amended or supplemented would include any untrue statement of
a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances
existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement
the Pricing Disclosure Package to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare
and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such
dealers as the Representatives may designate such amendments or supplements to the Pricing Disclosure Package as may be necessary
so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances
existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package
will comply with law.
(f)
Blue Sky Compliance. The Company will qualify the Units for offer and sale under the securities or Blue Sky laws
of such jurisdictions as the Representatives shall reasonably request and will continue such qualifications in effect so long as
required for distribution of the Units; provided that the Company shall not be required to (i) qualify as a foreign corporation
or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii)
file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction
if it is not otherwise so subject.
(g)
Earning Statement. The Company will make generally available to its security holders and the Representatives as soon
as practicable an earning statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission
promulgated thereunder covering a period of at least twelve months beginning with the first fiscal quarter of the Company
occurring after the “effective date” (as defined in Rule 158) of the Registration Statement.
(h)
Clear Market. For a period of 180 days after the date of the Prospectus, the Company
will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit
to, or file with, the Commission a registration statement under the Securities Act relating to, any Units, Ordinary Shares, Founder
Shares, Warrants or any securities convertible into or exercisable or exchangeable for any Units, Ordinary Shares, Founder Shares
or Warrants, (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences
of ownership of any Units, Ordinary Shares, Founder Shares or Warrants or any such other securities, whether any such transaction
described in clause (i) or (ii) above is to be settled by delivery of Units or such other securities, in cash or otherwise or (iii)
publicly disclose the intention to undertake any of the foregoing, without the prior written consent of Cowen and Company, LLC,
except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the
Option Units upon exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant
to the Registration and Shareholder Rights Agreement, in accordance with the terms of the Registration and Shareholder Rights Agreement,
the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital
loans (and any Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon
conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection
with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder
Shares pursuant to their terms or any transfer of Founder Shares to any current or future independent director of the Company (as
long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder
Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered
as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer).
The Company agrees not to amend Section 5 (Lock-up: Transfer Restrictions) of the Insider Letter without written consent of the Representatives.
(i)
Use of Proceeds. The Company will apply the net proceeds from the sale of the Private Placement Warrants received
by it in a manner materially consistent with the applications described under the caption “Use of Proceeds” in the
Pricing Disclosure Package and the Prospectus.
(j)
No Stabilization. Neither the Company nor its affiliates will take, directly or indirectly, any action designed
to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Units.
(k)
Exchange Listing. The Company will use its reasonable best efforts to list, subject to notice of issuance, the Units,
the Ordinary Shares and the Warrants on the Nasdaq.
(l)
Reports. For a period commencing on the initial effective date of the Registration Statement and ending five years
from the date of the consummation of the Business Combination or until such earlier time at which the Liquidation occurs, the Company
shall, to the extent such information or documents are not otherwise publicly available, upon written request from the Representatives,
furnish to the Representatives copies of such financial statements and other periodic and special reports as the Company from time
to time furnishes generally to holders of any class of securities, and, to the extent such information or documents are not otherwise
publicly available, upon written request from the Representatives, promptly furnish to the Representatives: (i) a copy of
such registration statements, financial statements and periodic and special reports as the Company shall be required to file with
the Commission and from time to time furnishes generally to holders of any such class of its securities in their capacities as
such; and (ii) such additional documents and information with respect to the Company and the affairs of any future subsidiaries
of the Company as the Representatives may from time to time reasonably request, all subject to the execution of a satisfactory
confidentiality agreement. Any registration statements, financial statements, periodic and special reports or other additional
documents referred to in the preceding sentence filed or furnished on the Commission’s EDGAR website and publicly available
will be considered furnished for the purposes of this Section 4(l).
(m)
Filings. The Company will file with the Commission such reports as may be required by Rule 463 under the Securities
Act.
(n)
Emerging Growth Company. The Company will promptly notify the Representatives if the Company ceases to be an Emerging
Growth Company at any time prior to the later of (i) completion of the distribution of Units within the meaning of the Securities
Act and (ii) completion of the 180-day restricted period referred to in Section 4(h) hereof.
(o)
Exchange Act Registration. For a period commencing on the initial effective date of the Registration Statement and
ending five years from the date of the consummation of the Business Combination or until such earlier time at which the Liquidation
occurs, the Company will use commercially reasonable efforts to maintain the registration of the Ordinary Shares (or such other
security into which such Ordinary Share may be exchanged in connection with a Business Combination) under the provisions of the
Exchange Act, except after giving effect to a going private transaction after the completion of an initial Business Combination.
For a period commencing on the initial effective date of the Registration Statement and ending upon the consummation of the Business Combination or until such earlier time
at which the Liquidation occurs, the Company will use commercially reasonable efforts to maintain the registration of the Units
and Warrants under the provisions of the Exchange Act. During such applicable period, the Company will not deregister the
Units, Ordinary Shares or Warrants under the Exchange Act (except in connection with an exchange pursuant to a Business Combination
or a going private transaction after the completion of an initial Business Combination) without the prior written consent of the
Representatives.
(p)
Current Report on Form 8-K. The Company shall, on or before the date hereof, retain its independent registered public
accounting firm to audit the balance sheet of the Company as of the Closing Date (the “Audited Balance Sheet”)
reflecting the receipt by the Company of the proceeds of the Offering on the Closing Date. As soon as the Audited Balance Sheet
becomes available, the Company shall promptly, but not later than four business days after the Closing Date, file a Current Report
on Form 8-K with the Commission, which Current Report shall contain the Company’s Audited Balance Sheet. Additionally,
upon the Company’s receipt of the proceeds from the exercise of all or any portion of the option provided for in Section
2(b) hereof, the Company shall promptly, but not later than four business days after the receipt of such proceeds, file a Current
Report on Form 8-K with the Commission, which report shall disclose the Company’s sale of the Option Units and its receipt
of the proceeds therefrom, unless the receipt of such proceeds are reflected in the Current Report on Form 8-K referenced
in the immediately prior sentence.
(q)
Quarterly Review. For a period commencing on the initial effective date of the Registration Statement and ending
five years from the date of the consummation of the Business Combination or until such earlier time at which the Liquidation occurs
or the Ordinary Shares and Warrants cease to be publicly traded, the Company, at its expense, shall cause its regularly engaged
independent registered public accounting firm to review (but not audit) the Company’s financial statements for each of the
first three fiscal quarters prior to the announcement of quarterly financial information, the filing of the Company’s Form 10-Q
quarterly report and the mailing, if any, of quarterly financial information to shareholders.
(r)
Rule 462(b) Registration Statement. If the Company elects to rely upon Rule 462(b) under the Securities
Act, the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by
10:00 P.M., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the
Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment
of such fee pursuant to Rule 111 under the Securities Act.
(s)
Transfer and Warrant Agent. For a period commencing on the initial effective date of the Registration Statement
and ending five years from the date of the consummation of the Business Combination or until such earlier time at which the Liquidation
occurs or the Ordinary Shares and Warrants cease to be publicly traded, the Company shall retain a transfer and warrant agent.
(t)
Initial Business Combination. The Company will not consummate an initial Business Combination with any entity that
is affiliated with the Sponsor or any of the Company’s officers or directors unless it or a committee of independent and
disinterested members of its board of directors obtains an opinion from an independent investment banking firm or from an independent
accounting firm that commonly renders valuation opinions that such initial Business Combination is fair to the Company from a financial
point of view. The Company shall not pay the Sponsor or its affiliates or any of the Company’s officers, directors or any
of their respective affiliates any fees or compensation of any kind for services rendered to the Company prior to, or in connection
with, the consummation of an initial Business Combination; provided, however, that (x) such officers, directors
and affiliates (i) may receive reimbursement for out-of-pocket expenses incurred by them in connection with activities
on the Company’s behalf related to identifying, investigating, negotiating and completing an initial Business Combination
to the extent that such expenses do not exceed the amount of available proceeds not deposited in the Trust Account, and (ii) may
be repaid loans as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (y) an affiliate
of the Sponsor may receive up to $10,000 per month pursuant to the Administrative Services Agreement for office space, utilities,
administrative and support services provided to the Company, none of which payments described in (x) or (y) will be made from the
proceeds held in the Trust Account prior to completion of the initial Business Combination.
(u)
FINRA Submissions. For a period of 90 days following the effective date of the Registration Statement, in the event
any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a
merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking,
financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via
a FINRA submission), the Representatives and their counsel a notification prior to entering into the agreement or transaction relating
to a potential Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete
details of all such services and copies of all agreements governing such services prior to entering into the agreement or transaction;
and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation
for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the
tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Business Combination for
purposes of offering redemption of shares held by its shareholders or for soliciting shareholder approval, as applicable.
(v)
Affiliates or Associated Persons of Members. The Company shall advise FINRA, the Representatives and their counsel
if it is aware that any 10% or greater shareholder of the Company becomes an affiliate or associated person of a Member participating
in the distribution of the Units.
(w)
Trust Account Investments. The Company shall cause the proceeds of the Offering and the sale of the Private Placement
Warrants to be held in the Trust Account to be invested only in United States government treasury bills with a maturity of 185
days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act as set forth
in the Trust Agreement and disclosed in the Pricing Disclosure Package and the Prospectus. The Company will otherwise conduct its
business in a manner so that it will not become subject to the Investment Company Act. Furthermore, once the Company consummates
an initial Business Combination, it will not be required to register as an investment company under the Investment Company Act.
(x)
Use of Funds in Trust Account. During the period prior to the Company’s initial Business Combination or Liquidation,
the Company may instruct the Trustee to release from the Trust Account, (i) solely from interest or other income earned on
the funds held in the Trust Account, the amounts necessary to pay income taxes, if any, and (ii) to pay Public Shareholders
who properly redeem their Public Shares (as defined below) in connection with a shareholder vote to approve an amendment to the
Company’s Amended and Restated Certificate of Incorporation (x) to modify the substance or timing of the Company’s
obligation to provide its Public Shareholders the right to have their Public Shares redeemed in connection with its initial Business
Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business
Combination within 24 months from the closing of the Offering or (y) with respect to any other provision relating to the rights
of its Public Shareholders. Otherwise, all funds held in the Trust Account (including any interest income earned on the amounts
held in the Trust Account (net of taxes payable thereon in accordance with the preceding sentence)) will remain in the Trust Account
until the earlier of the consummation of the Company’s initial Business Combination and the Liquidation; provided, however,
that in the event of the Liquidation, up to $100,000 of interest income may be released to the Company if the proceeds of the Offering
held by the Company outside of the Trust Account are not sufficient to cover the costs and expenses associated with implementing
the Company’s plan of dissolution.
(y)
Availability of Authorized but Unissued Securities. The Company will reserve and keep available that maximum number
of its authorized but unissued securities that are issuable upon the exercise of any of the
Warrants and the Private Placement Warrants outstanding from time to time and upon the conversion of the Founder Shares.
(z)
No Additional Issuances prior to the Business Combination. Prior to the earlier of the consummation of an initial
Business Combination and the Liquidation, the Company shall not issue (other than in replacement for lost, stolen or mutilated
certificates) any Ordinary Shares, Warrants or any options or other securities convertible into Ordinary Shares, or any preferred
stock, in each case, that (1) receive funds from the Trust Account or (2) vote as a class with the Public Shares (a)
on any initial Business Combination or (b) to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation
to (i) extend the time the Company has to consummate a Business Combination beyond 24 months from the Closing Date or (ii) amend
the foregoing provisions.
(aa)
Audit Committee Review. Prior to the earlier of the consummation of an initial Business Combination and the Liquidation,
the Company’s audit committee will review on a quarterly basis all payments made by the Company to the Sponsor, to the Company’s
officers or directors, or to the Company’s or any of such other persons’ respective affiliates.
(bb)
Penny Stock. The Company agrees that it will use commercially reasonable efforts to prevent the Company from becoming
subject to Rule 419 under the Securities Act prior to the consummation of any Business Combination, including, but not limited
to, using its best efforts to prevent any of the Company’s outstanding securities from being deemed to be a “penny
stock” as defined in Rule 3a51-1 under the Exchange Act during such period.
(cc)
Internal Controls. To the extent required by Rule 13a-15(e) under the Exchange Act, the Company will maintain
“disclosure controls and procedures” (as defined under Rule 13a-15(e) under the Exchange Act) and a system
of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance
with management’s general or specific authorization, (ii) transactions are recorded as necessary in order to permit
preparation of financial statements in accordance with GAAP and to maintain accountability for assets, (iii) access to assets
is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability
for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(dd) Maintenance
of Listing. The Company will use commercially reasonable efforts to effect and maintain the listing of (x) the Units and
Warrants on the Nasdaq (or another national securities exchange) until the consummation of the Business Combination or until such earlier time at which the
Liquidation occurs, and (y) the Ordinary Shares on the Nasdaq (or another national securities exchange) until five years from the
date of the consummation of the Business Combination or until such earlier time at which Liquidation occurs.
(ee)
Sarbanes Oxley. As soon as legally required to do so, the Company and its directors and officers, in their capacities
as such, shall take all actions necessary to comply with any applicable provisions of the Sarbanes-Oxley Act, including Section 402
related to loans and Sections 302 and 906 related to certifications, and to comply with the rules of the Nasdaq.
(ff)
Certificate of Incorporation. The Company shall not take any action or omit to take any action that would cause the
Company to be in breach or violation of its Amended and Restated Certificate of Incorporation.
(gg) Consummate
the Initial Business Combination. The Company, subject to any applicable provision of the Company’s Amended and
Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public
Shares for cash upon consummation of such Business Combination without a shareholder vote pursuant to Rule 13e-4 and
Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender
offer documents will contain substantially the same financial and other information about the initial Business Combination
and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder of the
Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares held
by such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account,
calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the
proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interest
income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the
total number of Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then
outstanding. If, however, a shareholder vote is required by applicable law or stock exchange listing requirement in
connection with the initial Business Combination, or the Company decides to hold a shareholder vote for business or other
reasons, the Company will submit such Business Combination to the Company’s shareholders for their approval
(“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the
Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then
holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of the
initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares redeemed in
conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the
“Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account,
calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the
proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) interest income
earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the
total number of Public Shares then outstanding. If the Company seeks shareholder approval of the initial Business
Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the
shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and
receiving such shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from
those Public Shareholders who validly and affirmatively requested such redemption. Only Public Shareholders who properly
exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business
Combination and the Amended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the
Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to
any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not
effect a Business Combination by 24 months from the closing of the Offering (or such later date as has been approved pursuant
to a valid amendment to the Company’s Amended and Restated Certificate of Incorporation), the Company will
(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more
than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall
be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of
then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders
(including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s
board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law
to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders holding Ordinary
Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such
redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The
Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the
Company’s Amended and Restated Certificate of Incorporation (A) that would modify the substance or timing of the
Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed in connection
with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has
not consummated an initial Business Combination within 24 months from the closing of the Offering or (B) with respect to any
other provision relating to the rights of its Public Shareholders, unless the Company offers to the Public Shareholders the
right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and
Prospectus.
(hh)
Business Combination Announcement. In the event that the Company desires or is required by an applicable law or regulation
to cause an announcement (a “Business Combination Announcement”) to be placed in The Wall Street Journal, The
New York Times or any other news or media publication or outlet or to be made via a public filing or submission with the Commission
announcing the consummation of an initial Business Combination that indicates that the Underwriters were the underwriters in the
Offering, the Company shall supply the Representatives with a draft of the Business Combination Announcement and provide the Representatives
with a reasonable advance opportunity to comment thereon, subject to the agreement of the Underwriters to keep confidential such
draft announcement in accordance with the Representatives’ standard policies regarding confidential information.
(ii)
Deferred Discount Payment. Upon the consummation of the initial Business Combination, the Company will direct the
Trustee to pay the Representatives, on behalf of the Underwriters, the Deferred Discount out of the proceeds of the Offering held
in the Trust Account. The Underwriters shall have no claim to payment of any interest earned on the portion of the proceeds held
in the Trust Account
representing the Deferred Discount. If the Company fails to consummate its initial Business Combination within the time
period required by its Amended and Restated Certificate of Incorporation, the Deferred Discount will not be paid to the Representatives
and will, instead, be included in the Liquidation distribution of the proceeds held in the Trust Account made to the Public Shareholders.
In connection with any such Liquidation, the Underwriters forfeit any rights or claims to the Deferred Discount.
(jj)
Forfeiture. Upon the earlier to occur of the expiration and termination of the Underwriters’ over-allotment
option, the Company shall cancel or otherwise effect the forfeiture of Founder Shares from the Sponsor, in an aggregate amount
equal to the number of Founder Shares determined by multiplying (a) 750,000 by (b) a fraction, (i) the numerator of
which is 3,000,000 minus the number of Option Units purchased by the Underwriters upon the exercise of their over-allotment option,
and (ii) the denominator of which is 3,000,000. For the avoidance of doubt, if the Underwriters exercise their over-allotment
option in full, the Company shall not cancel or otherwise effect the forfeiture of the Founder Shares pursuant to this Section 4(jj).
(kk) Written
Testing-the-Waters Communication. If at any time following the distribution of any Written Testing-the-Waters
Communication, there occurred or occurs an event or development as a result of which such Written Testing-the-Waters
Communication included or would include any untrue statement of a material fact or omitted or would omit to state any
material fact necessary to make the statements therein in the light of the circumstances existing at that subsequent time,
not misleading, the Company will promptly (i) notify the Representatives so that use of the Written Testing-the-Waters
Communication may cease until it is amended or supplemented; (ii) amend or supplement, at its own expense, such Written
Testing-the-Waters Communication to eliminate or correct such untrue statement or omission; and (iii) supply any
amendment or supplement to the Representatives in such quantities as may be reasonably requested.
(ll) Delivery of Agreements. The Company will deliver to the Representative executed copies of the Trust Agreement, the
Warrant Agreement, the Securities Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration and
Shareholder Rights Agreement, the Insider Letter and the Administrative Services Agreement.
(mm) Trust Account Waiver. The Company will seek to have all vendors, service providers (other than its independent registered
public accounting firm), prospective target businesses and other entities with which it does business enter into an agreement waiving
any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Shareholders.
The Company may forego obtaining such waivers only if the Company’s management shall have determined that such third party’s
engagement would be significantly more beneficial to the Company than any alternative.
(nn) Certification
of Beneficial Ownership. The Company will deliver to each Underwriter (or its agent), on the date of execution of this Agreement,
a properly completed and executed Certification Regarding Beneficial Owners and Key Controllers of Legal Entity Customers, together
with copies of identifying documentation, and the Company undertakes to provide such additional supporting documentation as each
Underwriter may reasonably request in connection with the verification of the foregoing Certification.
5. Certain Agreements of the Underwriters. Each Underwriter hereby represents and agrees, severally and not jointly,
that it is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the Offering (and will
promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).
6. Conditions
of Underwriters’ Obligations. The obligation of each Underwriter to purchase the Underwritten Units on the Closing
Date or the Option Units on the Additional Closing Date, as the case may be, as provided herein is subject to the performance
by the Company of its covenants and other obligations hereunder and to the following additional conditions:
(a) Registration
Compliance; No Stop Order. No order suspending the effectiveness of the Registration Statement shall be in effect, and no
proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission;
the Prospectus shall have been timely filed with the Commission under the Securities Act and in accordance with Section 4(a) hereof;
and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of
the Representatives.
(b) Representations and Warranties. The representations and warranties of the Company contained herein shall be true
and correct on the date hereof and on and as of the Closing Date or the Additional Closing Date, as the case may be; and the statements
of the Company and its officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and
as of the Closing Date or the Additional Closing Date, as the case may be.
(c) No Material Adverse Change. No event or condition of a type described in Section 3(i) hereof shall have occurred
or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement
thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives
makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Units on the Closing Date or the Additional
Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package
and the Prospectus.
(d) Officers’ Certificate. The Representatives shall have received on and as of the Closing Date or the Additional
Closing Date, as the case may be, a certificate of the chief financial officer or chief accounting officer of the Company and one
additional senior executive officer of the Company who is satisfactory to the Representatives (i) confirming that such officers
have carefully reviewed the Registration Statement, the Pricing Disclosure Package and the Prospectus and, to the knowledge of
such officers, the representations set forth in Sections 3(b) and 3(c) hereof are true and correct, (ii) confirming that the other
representations and warranties of the Company in this Agreement are true and correct and that the Company has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date or the
Additional Closing Date, as the case may be, and (iii) to the effect set forth in paragraphs (a) and (c) above.
(e) Comfort
Letters. On the date of this Agreement and on the Closing Date or the Additional Closing Date, as the case may be,
WithumSmith+Brown, PC shall have furnished to the Representatives, at the request of the Company, letters, dated the
respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the
Representatives, containing statements and information of the type customarily included in accountants’ “comfort
letters” to underwriters with respect to the financial statements and certain financial information contained in each
of the Registration Statement, the Pricing Disclosure Package and the Prospectus; provided, that the letter delivered
on the Closing Date or the Additional Closing Date, as the case may be, shall use a “cut-off” date no more than
two business days prior to such Closing Date or such Additional Closing Date, as the case may be.
(f) Opinions
and 10b-5 Letter of Counsel for the Company. (i) Kirkland & Ellis LLP, counsel for the Company, shall have furnished to
the Representatives, at the request of the Company, their written opinion and 10b-5 letter, dated the Closing Date or the Additional
Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives,
and (ii) Maples and Calder, Cayman Islands counsel for the Company, shall have furnished to the Representatives, at the request
of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed
to the Underwriters, in form and substance reasonably satisfactory to the Representatives.
(g) Opinion and 10b-5 Letter of Counsel for the Underwriters. The Representatives shall have received on and as of the
Closing Date or the Additional Closing Date, as the case may be, an opinion and 10b-5 letter, addressed to the Underwriters, of
Shearman & Sterling LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request,
and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon
such matters.
(h) No Legal Impediment to Issuance and Sale. No action shall have been taken and no statute, rule, regulation or order
shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as
of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Units; and no injunction
or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date or the Additional Closing
Date, as the case may be, prevent the issuance or sale of the Units.
(i) Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date,
as the case may be, satisfactory evidence of the good standing of the Company in its jurisdiction of organization and its good
standing in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form
of telecommunication from the appropriate governmental authorities of such jurisdictions.
(j) Exchange Listing. The Units to be delivered on the Closing Date or the Additional Closing Date, as the case may
be, shall have been approved for listing on the Nasdaq.
(k) Delivery of Transaction Documents. On or prior to the Closing Date, the Company shall have delivered to the Representatives
executed copies of the Trust Agreement, the Warrant Agreement, the Securities Subscription Agreement, the Private Placement Warrants
Purchase Agreement, the Registration and Shareholder Rights Agreement, the Insider Letter and the Administrative Services Agreement,
and each of the Transaction Documents shall be in full force and effect on the Closing Date or the Additional Closing Date, as
the case may be.
(l) Funding of Private Placement Warrants. At least one business day prior to the Closing Date or the Additional Closing
Date, as applicable, the Company shall have caused proceeds from the sale of the Private Placement Warrants to be deposited into
the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or Additional Closing
Date, as applicable, shall equal the product of the number of Units sold in the public offering as of such Closing Date or Additional
Closing Date, as applicable, and the public offering price per Unit as set forth on the cover of the Prospectus.
(m)
FINRA. FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting
or other arrangements of the transactions contemplated hereby.
(n) Additional Documents. On or prior to the Closing Date or the Additional Closing Date, as the case may be, the Company
shall have furnished to the Representatives such further certificates and documents as the Representatives may reasonably request.
All opinions, letters, certificates and
evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if
they are in form and substance reasonably satisfactory to counsel for the Underwriters.
7. Indemnification
and Contribution.
(a) Indemnification
of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors,
managers, members, employees, agents, representatives and officers and each person, if any, who controls such Underwriter
within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all
losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection
with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that
arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated
therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue
statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary
Prospectus, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a
“road show”) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently
been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as
such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter
furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being
understood and agreed that the only such information furnished by any Underwriter consists of the information described as
such in paragraph (b) below.
(b) Indemnification
of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors,
its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above,
but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement
or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such
Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration
Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Written Testing-the-Waters
Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently
been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the
following information in the Prospectus furnished on behalf of each Underwriter: (y) the concession figure appearing in the fourth
paragraph under the caption “Underwriting” and (z) the sixteenth and seventeenth paragraphs related to stabilization,
over-allotment, syndicate covering transactions and penalty bids under the caption “Underwriting.”
(c) Notice
and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand
shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to the preceding
paragraphs of this Section 7, such person (the “Indemnified Person”) shall promptly notify the person against
whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure
to notify the Indemnifying Person shall not relieve it from any liability that it may have under the preceding paragraphs of
this Section 7 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or
defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not
relieve it from any liability that it may have to an Indemnified Person otherwise than under the preceding paragraphs of this
Section 7. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the
Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person
(who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the
Indemnified Person and any others entitled to indemnification pursuant to this Section that the Indemnifying Person may
designate in such proceeding and shall pay the fees and expenses in such proceeding and shall pay the fees and expenses of
such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to
retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such
Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary;
(ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified
Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that
are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such
proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and
representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests
between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or
related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition
to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be paid or reimbursed as they
are incurred. Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of
such Underwriter shall be designated in writing by the Representatives and any such separate firm for the Company, its
directors, its officers who signed the Registration Statement and any control persons of the Company shall be designated in
writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its
written consent, but if settled with such consent, the Indemnifying Person agrees to indemnify each Indemnified Person from
and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an
Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of
counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding
effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the
Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in
accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent
of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified
Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless
such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably
satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y)
does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any
Indemnified Person.
(d) Contribution.
If the indemnification provided for in paragraphs (a) or (b) above is unavailable to an Indemnified Person or insufficient
in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph,
in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified
Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company, on the one hand, and the Underwriters on the other, from the Offering or (ii) if the allocation
provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) but also the relative fault of the Company, on the one hand, and the Underwriters on the other,
in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriters on the
other, shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the
Company from the sale of the Units and the total underwriting discounts and commissions received by the Underwriters in connection
therewith, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate offering price of the
Units. The relative fault of the Company, on the one hand, and the Underwriters on the other, shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
(e) Limitation
on Liability. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to
paragraph (d) above were determined by pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in
paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and
liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the
provisions of paragraphs (d) and (e), in no event shall an Underwriter be required to contribute any amount in excess of the
amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the Offering
exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to paragraphs (d) and (e) are
several in proportion to their respective purchase obligations hereunder and not joint.
(f) Non-Exclusive
Remedies. The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any Indemnified Person at law or in equity.
8. Effectiveness of Agreement. This Agreement shall become effective as of the date first written above.
9. Termination. This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the
Company, if after the execution and delivery of this Agreement and on or prior to the Closing Date or, in the case of the Option
Units, prior to the Additional Closing Date (i) trading generally shall have been suspended or materially limited on or by any
of the New York Stock Exchange or the Nasdaq; (ii) trading of any securities issued or guaranteed by the Company shall have been
suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall
have been declared by federal or New York State authorities; or (iv) there shall have occurred any outbreak or escalation of hostilities
or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the sole judgment
of the Representatives, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or
delivery of the Units on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated
by this Agreement, the Pricing Disclosure Package and the Prospectus.
10. Defaulting Underwriter.
(a) If,
on the Closing Date or the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to
purchase the Units that it has agreed to purchase hereunder on such date, the non-defaulting Underwriters may in their
discretion arrange for the purchase of such Units by other persons satisfactory to the Company on the terms contained in this
Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for
the purchase of such Units, then the Company shall be entitled to a further period of 36 hours within which to procure other
persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. If other persons become
obligated or agree to purchase the Units of a defaulting Underwriter, either the non-defaulting Underwriters or the
Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days
in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be
necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to
promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes.
As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context
otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Units that a
defaulting Underwriter agreed but failed to purchase.
(b) If,
after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting
Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Units that remain unpurchased on the
Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% of the aggregate number of Units to be purchased
on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Units
that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number
of Units that such Underwriter agreed to purchase on such date) of the Units of such defaulting Underwriter or Underwriters for
which such arrangements have not been made.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by
the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Units that remain unpurchased
on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% of the aggregate amount of Units to be purchased
on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect
to any Additional Closing Date, the obligation of the Underwriters to purchase Units on the Additional Closing Date, as the case
may be, shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant
to this Section 10 shall be without liability on the part of the Company, except that the Company will continue to be liable for
the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate
and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting
Underwriter for damages caused by its default.
11. Payment of Expenses.
(a) Whether
or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay
or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without
limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units and any
taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities
Act of the Registration Statement, the Preliminary Prospectus, any Pricing Disclosure Package and the Prospectus (including
all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and
distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent
accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of
eligibility for investment of the Units under the laws of such jurisdictions as the Representatives may designate and the
preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the
Underwriters); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent,
trustee, warrant agent and registrar; (viii) all expenses and application fees incurred in connection with any filing with,
and clearance of the offering by, FINRA (including the reasonable and documented fees and expenses of counsel for the
Underwriters relating to such filings up to $25,000); (ix) transportation and other expenses incurred by the Company and its
executive officers (and not the Underwriters) in connection with any “road show” presentation to potential
investors; and (x) all expenses and application fees related to the listing of the Units on the Nasdaq.
(b) If
(i) this Agreement is terminated pursuant to Section 9 (other than clauses (iii) and (iv)), (ii) the Company for any reason fails
to tender the Units for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Units for any reason permitted
under this Agreement, the Company agrees to reimburse the Underwriters for all reasonable and documented out-of-pocket costs and
expenses (including the reasonable and documented fees and expenses of their counsel) incurred by the Underwriters in connection
with this Agreement and the Offering.
12. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective successors and the officers and directors and any controlling persons referred to herein, and the affiliates
of each Underwriter referred to in Section 7 hereof. Nothing in this Agreement is intended or shall be construed to give any other
person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No
purchaser of Units from any Underwriter shall be deemed to be a successor merely by reason of such purchase.
13. Survival. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company
and the Underwriters contained in this Agreement or made by or on behalf of the Company or the Underwriters pursuant to this Agreement
or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Units and shall remain in full force
and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company or the Underwriters
or the directors, officers, controlling persons or affiliates referred to in Section 7 hereof.
14. Certain
Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term
“affiliate” has the meaning set forth in Rule 405 under the Securities Act; and (b) the term “business
day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the
term “Liquidation” means the distributions of the Trust Account to the Public Shareholders in connection with the
redemption of the Ordinary Shares held by the Public Shareholders pursuant to the terms of the Company’s Amended and
Restated Certificate of Incorporation, as amended, if the Company fails to consummate a Business Combination with the time
period provided therein.
15. Compliance
with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective
clients, including the Company, which information may include the name and address of their respective clients, as well as other
information that will allow the Underwriters to properly identify their respective clients.
16. Miscellaneous.
(a) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly
given if mailed or transmitted and confirmed by any standard form of telecommunication.
Notices to the Underwriters shall be given
to the Representatives:
Cowen and Company, LLC
599 Lexington Avenue
New York, New York 10022
Attention: Head of Equity Capital
Markets, with a copy to the General Counsel Investment Banking
Wells Fargo Securities, LLC
500 West 33rd Street
New York, New York 10001
Attention: Equity Syndicate Department (fax no: (212) 214-5918)
with a copy to:
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
Attention: Ilir Mujalovic and William B. Nelson
Notices to the Company shall be
given to it at
Spring Valley Acquisition Corp.
2100 McKinney Ave, Suite 1675
Dallas, Texas 75201
Attention: Christopher Sorrells
with a copy to:
Kirkland & Ellis LLP
609 Main Street
Houston, Texas 77002
Attention: Matthew R. Pacey, P.C. and Christian O. Nagler
(b) Governing
Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by
and construed in accordance with the laws of the State of New York.
(c) Submission to Jurisdiction. The Company hereby submits to the exclusive jurisdiction of the U.S. federal and New
York state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this
Agreement or the transactions contemplated hereby. The Company waives any objection which it may now or hereafter have to the laying
of venue of any such suit or proceeding in such courts. The Company agrees that final judgment in any such suit, action or proceeding
brought in such court shall be conclusive and binding upon the Company and may be enforced in any court to the jurisdiction of
which Company is subject by a suit upon such judgment.
(d) Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY SUIT OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT.
(e) Recognition of the U.S. Special Resolution Regimes.
(i) In the event that any Underwriter
that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined
below), the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will
be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement,
and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
(ii) In the event that any
Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a
proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be
exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be
exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a
state of the United States.
As used in this Section 16(e):
“BHC Act Affiliate” has
the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
“Covered Entity” means
any of the following:
(i) a “covered entity”
as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(ii) a “covered bank”
as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii) a “covered FSI”
as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Default Right” has the
meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as
applicable.
“U.S. Special Resolution Regime”
means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank
Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
(f) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard
form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.
Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN
Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com)
or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid
and effective for all purposes.
(g) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to
any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.
(h) Headings. The headings herein are included for convenience of reference only and are not intended to be part of,
or to affect the meaning or interpretation of, this Agreement.
(i) Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between
the Company and the Underwriters, or any of them, with respect to the subject matter hereof.
[Signature Pages Follow]
If the foregoing is in accordance with your
understanding, please indicate your acceptance of this Agreement by signing in the space provided below.
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Very truly
yours, |
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SPRING VALLEY
ACQUISITION CORP. |
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By: |
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Name: |
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|
Title: |
[Signature Page to Underwriting Agreement]
Accepted: As of the date first written above
COWEN AND COMPANY, LLC
WELLS FARGO SECURITIES, LLC
For itself and on behalf of the
several Underwriters listed
in Schedule 1 hereto.
| COWEN AND COMPANY, LLC |
|
| |
|
| By: |
|
|
| |
Authorized Signatory |
|
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| WELLS FARGO SECURITIES, LLC |
|
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| By: |
|
|
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Authorized Signatory |
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Schedule 1
| Underwriter | |
Number of Units |
| Cowen and Company, LLC | |
[·] |
| Wells Fargo Securities, LLC | |
[·] |
| Drexel Hamilton, LLC | |
[·] |
| Siebert Williams Shank & Co., LLC | |
[·] |
| Total | |
20,000,000 |
Annex A
Pricing Information Provided by Underwriters
The initial public offering price per Unit
for the Units is $10.00.
The number of Units purchased by the
Underwriters is 20,000,000. The Underwriters have an option to purchase an additional 3,000,000 Units to cover over-allotments,
if any.
Annex B
Written Testing-the-Waters Communications
Reference is made to the materials used in the testing the waters
presentation made to potential investors by the Company, to the extent such materials are deemed to be a “written communication”
within the meaning of Rule 405 under the Securities Act.
