Exhibit 1.1
10,000,000
Units
Nocturne
Acquisition Corporation
UNDERWRITING
AGREEMENT
March
30, 2021
Chardan
Capital Markets, LLC
17
State Street, 21st Floor
New
York, New York 10004
As
Representative of the Underwriters named on Schedule A hereto
Ladies
and Gentlemen:
The
undersigned, Nocturne Acquisition Corporation, a Cayman Islands exempted company (“Company”), hereby confirms its agreement
with Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Chardan”, or as the “Representative”)
and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative
and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”),
as follows:
1. Purchase
and Sale of Securities.
1.1. Firm
Securities.
1.1.1. Purchase
of Firm Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions
herein set forth, the Company agrees to issue and sell, severally and not jointly, to the several Underwriters, an aggregate of 10,000,000
units (the “Firm Units”) of the Company at a purchase price (net of discounts and commissions, including the Deferred Underwriting
Commission described in Section 1.3.1 below) of $9.45 per Firm Unit. The Underwriters, severally and not jointly, agree
to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A attached
hereto and made a part hereof at a purchase price (net of discounts and commissions, including the Deferred Underwriting Commission described
in Section 1.3.1 below) of $9.45 per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any)
are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit
consists of one (1) ordinary share of the Company (“Common Stock”) and one (1) right (the “Right(s)”) to receive
one-tenth (1/10) of one share of Common Stock upon the consummation of a Business Combination (as defined below). The Common Stock and
the Rights included in the Firm Units will not be separately transferable until the earlier of the 90th day after the date that the Registration
Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s
decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with
the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of
the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate
trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the
Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company
which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Right
entitles the holder to receive one-tenth (1/10) of one share of Common Stock upon the closing of a Business Combination (as defined herein).
As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation
with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar
business combination with one or more businesses or entities by the Company. As used herein, the term “Business Day”
shall mean any day other than a Saturday, Sunday or any other day on which national banks or The New York Stock Exchange in New York,
New York are authorized or required by law to remain closed; provided, however, for clarification, national banks shall not be deemed
to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential
employee”, or other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental
authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally
open for use by customers on such day.
1.1.2. Payment
and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York time, on the second (2nd) Business
Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the
Registration Statement is declared effective on or after 4:00 p.m.) or at such earlier time as shall be agreed upon by the Representative
and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company.
The closing of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and
date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units shall
be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank
cashier’s check(s) in New York Clearing House funds. $101,000,000 ($116,150,000 if the Over-allotment Option (as defined in Section
1.2) is exercised in full), or $10.10 per Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement
(as defined in Section 1.5) shall be deposited in the trust account established by the Company for the benefit of the public
stockholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment Management
Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company. Such
amount includes an aggregate of up to $3,500,000 (or up to $4,025,000 if the Over-allotment Option is exercised in full), or $0.35 per
Unit, payable to Chardan as a Deferred Underwriting Commission in accordance with, and subject to adjustment pursuant to, Section
1.3.1 hereof, to be placed by the Underwriters in the Trust Account. Payment of two percent (2.0%) of the underwriting discount
to Chardan shall be paid at the Offering. The proceeds (less commissions, expense allowance and actual expense payments or other fees
payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representative of certificates (in
form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company
(“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized
denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company will
permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing
Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all
the Firm Units.
1.2. Over-Allotment
Option.
1.2.1. Option
Units. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Units, the Underwriters
are hereby granted, severally and not jointly, an option to purchase up to an additional 1,500,000 units from the Company (the “Over-allotment
Option”). Such additional 1,500,000 units shall be identical in all respects to the Firm Units and are hereinafter referred to
as “Option Units.” The Firm Units and the Option Units are hereinafter collectively referred to as the “Units,”
and the Units, the Common Stock and the Rights included in the Units and the shares of Common Stock issuable upon conversion of the Rights
are hereinafter referred to collectively as the “Public Securities.” The purchase price to be paid for the Option Units (net
of discounts and commissions, including the Deferred Underwriting Commission described in Section 1.3.1 below) will
be $9.45 per Option Unit. The Option Units are to be offered initially to the public at the offering price of $10.00 per Option Unit.
1.2.2. Exercise
of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative
as to all (at any time) or any part (from time to time) of the Option Units within forty-five (45) days after the Effective Date. The
Underwriters will not be under any obligation to purchase any Option Units prior to the exercise of the Over-allotment Option. The Over-allotment
Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in
writing by overnight mail, facsimile transmission or e-mail transmission setting forth the number of Option Units to be purchased and
the date and time for delivery of and payment for the Option Units, which will not be later than five (5) Business Days after the date
of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative
or at such other place or in such other manner as shall be agreed upon by the Company and the Representative. If such delivery and payment
for the Option Units does not occur on the Closing Date, the date and time of the closing for such Option Units will be as set forth
in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become
obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated
to purchase, the number of Option Units specified in such notice.
1.2.3. Payment
and Delivery. Delivery and payment for the Option Units shall be made at 10:00 a.m., New York time, on the Option Closing Date or
at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other
place as shall be agreed upon by the Representative and the Company. Payment for the Option Units shall be made at the Representative’s
election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds,
by deposit of the sum of $9.45 per Option Unit in the Trust Account pursuant to the Trust Agreement upon delivery to the Representative
of certificates (in form and substance satisfactory to the Underwriters) representing the Option Units (or through the facilities of
DTC) for the account of the Underwriters. The Underwriters shall also place an aggregate of $0.35 per Option Unit (up to $525,000), payable
to the Representative, as Deferred Underwriting Commission, in accordance with Section 1.3.1 hereof, in the Trust Account.
The Option Units shall be registered in such name or names and in such authorized denominations as the Representative may request not
less than two (2) Business Days prior to the Closing Date or the Option Closing Date, as the case may be, and will be made available
to the Representative for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent
not less than one (1) full Business Day prior to such Closing Date or Option Closing Date.
1.3. Deferred
Compensation.
1.3.1
Deferred Commission. The Underwriters agree that 3.5% of the gross proceeds from the sale of the Firm Units ($3,500,000) and 3.5%
of the gross proceeds from the sale of the Option Units (up to $525,000) (the “Deferred Underwriting Commission”) will be
deposited in and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to Chardan for its
own account upon consummation of the Business Combination. The Deferred Underwriting Commission is due and payable only to Chardan. In
the event that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company, as the
trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in
the Trust Agreement, the Underwriters agree that: (i) the Underwriters hereby forfeit any rights or claims to the Deferred Underwriting
Commission any Underwriter may have; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the
Trust Account, shall be distributed on a pro-rata basis among the public stockholders.
1.4. Representative’s
Membership Interests.
1.4.1. Issuance.
Nocturne Sponsor, LLC, the Company’s sponsor (the “Sponsor”) issued the Representative membership interests representing
20,000 shares of Common Stock (the “Representative’s Interests”). Pursuant to Rule 5110(g)(1) of FINRA’s Rules,
the Representative’s Interests and the underlying Common Stock is subject to a lock-up for a period of one hundred eighty (180)
days immediately following the Effective Date of the Registration Statement or the commencement of sales in the offering, and, for a
one year period (including the foregoing one hundred eighty (180) day period) following the Effective Date, may not be sold, transferred,
assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result
in the economic disposition of the securities.
1.5. Private
Placement.
1.5.1. Placement
Units. Simultaneously with the Closing, the Sponsor shall purchase from the Company, pursuant to a written purchase agreement an
aggregate of 450,000 placement units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private
placement (the “Private Placement”). The Placement Units, the shares of Common Stock and the Rights included in the Placement
Units (the “Placement Rights”), and the shares of Common Stock underlying the Placement Rights are hereinafter referred to
collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units sold in the Offering. There
will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale
of the Placement Securities. The Representative shall not have any right to receive Placement Units or the underlying securities.
1.5.2. Additional
Placement Units. Simultaneously with the Option Closing, the Sponsor shall purchase from the Company pursuant to the Subscription
Agreement (as defined in Section 2.23.2 hereof) an additional number of units (up to a maximum of 45,000 units), so that at least
$10.10 per Unit sold to the public in the Offering is held in trust regardless of whether the Over-allotment Option is exercised in full
or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement
(the “Additional Private Placement”). The Additional Placement Units, the shares of Common Stock and the Rights included
in the Additional Placement Units (the “Additional Placement Rights”) and the shares of Common Stock issuable upon conversion
of the Additional Placement Rights are hereinafter referred to collectively as the “Additional Placement Securities.” Each
Additional Placement Unit shall be identical to the Units sold in the Offering. There will be no placement agent in the Additional Private
Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Private Securities.
The Representative shall not have any right to receive Additional Placement Units or the underlying securities.
2. Representations
and Warranties of the Company. The Company represents and warrants to the Underwriters as follows:
2.1. Filing
of Registration Statement.
2.1.1. Pursuant
to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement
and, if applicable, an amendment or amendments thereto, on Form S-1 (File No. 333-251557), including any related preliminary prospectus
(the “Preliminary Prospectus”, including any prospectus that is included in the Registration Statement immediately prior
to the effectiveness of the Registration Statement), for the registration of the Public Securities under the Securities Act of 1933,
as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity
in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission
under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to
such Form, have been satisfied in all material respects. Except as the context may otherwise require, such registration statement, as
amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements,
schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof
as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form
of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus
containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission
pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time
of Sale”, as used in the Act, means 5:00 p.m., New York City time, on the date of this Agreement. If the Company has filed, or
is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Act registering additional
Public Securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the
term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b)
Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement
has heretofore been filed with the Commission. All of the Public Securities have been registered under the Act pursuant to the Registration
Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Act with the filing of such Rule
462(b) Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent
to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Prospectus included an untrue
statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, and have agreed to provide an opportunity to purchasers of the Units to terminate their old
purchase contracts and enter into new purchase contracts, the Prospectus will be deemed to include any additional information available
to purchasers at the time of entry into the first such new purchase contract.
2.1.2.
Pursuant to the Exchange Act, the Company has filed with the Commission a Form 8-A (File Number 001-40259, providing for the registration
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Units, the Common Stock and the Rights.
The registration of the Units, Common Stock and Rights under the Exchange Act will be declared effective by the Commission on or prior
to the Effective Date.
2.2. No
Stop Orders, Etc. Neither the Commission nor, to the best of the Company’s knowledge, any state regulatory authority has issued
any order or threatened to issue any order preventing or suspending the use of any Preliminary Prospectus or has instituted or, to the
best of the Company’s knowledge, threatened to institute any proceedings with respect to such an order.
2.3. Disclosures
in Registration Statement.
2.3.1. 10b-5
Representation. At the time the Registration Statement became effective, upon the filing or first use (within the meaning of the
Regulations) of the Prospectus and at the Closing Date and the Option Closing Date, if any, the Registration Statement and the Prospectus
contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations,
and did or will in all material respects conform to the requirements of the Act and the Regulations. Neither the Registration Statement
nor any Preliminary Prospectus or the Prospectus, nor any amendment or supplement thereto, on their respective dates, did or will contain
any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein (in the case of the Preliminary Prospectus and the Prospectus, in light of the circumstances under which they were made), not
misleading. When any Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement
for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) or first used (within
the meaning of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission or first used
(within the meaning of the Regulations), such Preliminary Prospectus and any amendments thereof and supplements thereto complied or will
have been corrected in the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations
and did not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation
and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and
in conformity with written information furnished to the Company with respect to the Underwriters by the Representative expressly for
use in the Registration Statement or Prospectus or any amendment thereof or supplement thereto. It is understood the following identified
statements set forth in the Prospectus under the heading “Underwriting” constitute, for the purposes of this Agreement, information
furnished by the Representative with respect to the Underwriters: (i) the table of underwriters in the first paragraph of “Underwriting”,
(ii) the first paragraph of the Underwriting subsection “Commissions and Discounts,” (iii) the Underwriting subsections “Regulatory
Restrictions on Purchase of Securities-Stabilizing Transactions” and “Regulatory Restrictions on Purchase of Securities-Penalty
Bids.”
2.3.2. Disclosure
of Agreements. The agreements and documents described in the Registration Statement, the Preliminary Prospectus and the Prospectus
conform to the descriptions thereof contained therein and there are no agreements or other documents required to be described in the
Registration Statement, the Preliminary Prospectus or the Prospectus or to be filed with the Commission as exhibits to the Registration
Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which
the Company is a party or by which its property or business is or may be bound or affected and (i) that is referred to in the Registration
Statement, Preliminary Prospectus or the Prospectus or attached as an exhibit thereto, or (ii) is material to the Company’s business,
has been duly and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the
Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability
may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability
of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy
of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion
of the court before which any proceeding therefor may be brought, and none of such agreements or instruments has been assigned by the
Company, and neither the Company nor, to the Company’s knowledge, any other party is in breach or default thereunder and, to the
Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a breach
or default thereunder. To the Company’s knowledge, performance by the Company of the material provisions of such agreements or
instruments will not result in a material violation of any existing applicable law, rule, regulation, judgment, order or decree of any
governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including,
without limitation, those relating to environmental laws and regulations.
2.3.3. Prior
Securities Transactions. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of,
any person or persons controlling, controlled by, or under common control with the Company since the date of the Company’s formation,
except as disclosed in the Registration Statement.
2.3.4. Regulations.
The disclosures in the Registration Statement, the Preliminary Prospectus and the Prospectus concerning the effects of Federal, state
and local regulation on the Company’s business as currently contemplated fairly summarize, to the best of the Company’s knowledge,
such effects and do not omit to state a material fact necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading.
2.4. Changes
After Dates in Registration Statement.
2.4.1. No
Material Adverse Change. Except as contemplated in the Prospectus or specifically stated therein, since the respective dates as of
which information is given in the Registration Statement, any Preliminary Prospectus and/or the Prospectus: (i) there has been no material
adverse change in the condition, financial or otherwise, or business prospects of the Company; (ii) there have been no material transactions
entered into by the Company, other than as contemplated pursuant to this Agreement; (iii) no member of the Company’s board of directors
or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs,
or would likely materially impair, with the passage of time, the ability of the members of the Company’s board of directors or
management to act in their capacities with the Company as described in the Registration Statement and the Prospectus.
2.4.2. Recent
Securities Transactions, Etc. Except as contemplated in the Prospectus, subsequent to the respective dates as of which information
is given in the Registration Statement and the Prospectus, and except as may otherwise be indicated or contemplated herein or therein,
the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or
(ii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.
2.5. Independent
Accountants. To the best of the Company’s knowledge, Marcum LLP (“Marcum”), whose report is filed with the Commission
as part of the Registration Statement and included in the Registration Statement, the Preliminary Prospectus and the Prospectus, are
independent accountants as required by the Act and the Regulations and the Public Company Accounting Oversight Board (including the rules
and regulations promulgated by such entity, the “PCAOB”). To the best of the Company’s knowledge, Marcum is duly registered
and in good standing with the PCAOB. Marcum has not, during the periods covered by the financial statements included in the Registration
Statement and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange
Act.
2.6. Financial
Statements; Statistical Data.
2.6.1. Financial
Statements. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement,
the Preliminary Prospectus and the Prospectus fairly present the financial position and the results of operations of the Company at the
dates and for the periods to which they apply; and such financial statements have been prepared in conformity with generally accepted
accounting principles, consistently applied throughout the periods involved; and the supporting schedules included in the Registration
Statement present fairly the information required to be stated therein. To the best of the Company’s knowledge, no other financial
statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Preliminary
Prospectus or the Prospectus. The Registration Statement, the Preliminary Prospectus and the Prospectus disclose all material off-balance
sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated
entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial
condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses.
To the best of the Company’s knowledge, there are no pro forma or as adjusted financial statements which are required to be included
in the Registration Statement and the Prospectus in accordance with Regulation S-X which have not been included as so required.
2.6.2. Statistical
Data. The statistical, industry-related and market-related data included in the Registration Statement, the Preliminary Prospectus
and the Prospectus, if any, are based on or derived from sources which the Company reasonably and in good faith believes are reliable
and accurate, and such data agree with the sources from which they are derived.
2.7. Authorized
Capital; Options, Etc. The Company had at the date or dates indicated in the Registration Statement, the Preliminary Prospectus and
the Prospectus, as the case may be, duly authorized, issued and outstanding capitalization as set forth in the Registration Statement,
the Preliminary Prospectus and the Prospectus. Based on the assumptions stated in the Registration Statement, the Preliminary Prospectus
and the Prospectus, the Company will have on the Closing Date the adjusted stock capitalization set forth therein. Except as set forth
in, or contemplated by, the Registration Statement, the Preliminary Prospectus and the Prospectus, on the Effective Date of the Prospectus
and on the Closing Date and the Option Closing Date, if any, there will be no options, warrants, or other rights to purchase or otherwise
acquire any authorized, but unissued shares of Common Stock of the Company or any security convertible into shares of Common Stock of
the Company, or any contracts or commitments to issue or sell shares of Common Stock or any such options, warrants, rights or convertible
securities.
2.8. Valid
Issuance of Securities, Etc.
2.8.1. Outstanding
Securities. All issued and outstanding Securities of the Company have been duly authorized and validly issued and are fully paid
and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability
by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any holders of any
security of the Company or similar contractual rights granted by the Company. The Public Securities conform in all material respects
to all statements relating thereto contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. Subject to
the disclosure contained in the Registration Statement, the Preliminary Prospectus and the Prospectus with respect to the Placement Securities
and the Additional Placement Securities, the offers and sales of the outstanding shares of Common Stock were at all relevant times either
registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties
of the purchasers of such shares of Common Stock, exempt from such registration requirements.
2.8.2. Securities
Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for, will be validly issued,
fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders;
the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar
contractual rights granted by the Company; and all corporate actions required to be taken for the authorization, issuance and sale of
the Public Securities have been duly and validly taken. The Public Securities conform in all material respects to all statements with
respect thereto contained in the Registration Statement, the Preliminary Prospectus and the Prospectus, as the case may be.
2.8.3. Placement
Securities. The Placement Securities and the Additional Placement Securities have been duly authorized and reserved for issuance
and when issued and paid for, will be validly issued, fully paid and non-assessable; the Placement Securities and the Additional Placement
Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual
rights granted by the Company; and all corporate actions required to be taken for the authorization, issuance and sale of the Placement
Securities and the Additional Placement Securities have been duly and validly taken. When issued, the Placement Rights and the Additional
Placement Rights will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of
the exercise price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof,
and such Placement Rights and the Additional Placement Rights are enforceable against the Company in accordance with their respective
terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities
laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable
defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock underlying
the Placement Rights and the Additional Placement Rights have been reserved for issuance upon the conversion of the Placement Rights
and the Additional Placement Rights, when issued in accordance with the terms of the Placement Rights and the Additional Placement Rights,
will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject
to personal liability by reason of being such holders.
2.8.4
Representative’s Interests. The Representative’s Interests have been duly authorized by the Sponsor and are validly
issued, fully paid and non-assessable; the Representative’s Interests are not and will not be subject to the preemptive rights
of any holders of any security of the Sponsor or similar contractual rights granted by the Sponsor; and all corporate actions required
to be taken for the authorization, issuance and sale of the Representative’s Interests Stock has been duly and validly taken. In
no event will the Representative receive less than 20,000 shares of Common Stock pursuant to the Representative’s Interests.
2.8.5
No Integration. Subject to the disclosure contained in the Registration Statement, the Preliminary Prospectus and/or the Prospectus
with respect to the Placement Securities, neither the Company nor any of its affiliates has, prior to the date hereof, made any offer
or sale of any securities which are required to be “integrated” pursuant to the Act or the Regulations with the offer and
sale of the Public Securities pursuant to the Registration Statement.
2.9. Registration
Rights of Third Parties. Except as set forth in the Registration Statement, the Preliminary Prospectus or the Prospectus, no holders
of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have the
right to require the Company to register any such securities of the Company under the Act or to include any such securities in a registration
statement to be filed by the Company.
2.10. Validity
and Binding Effect of Agreements. This Agreement, the Trust Agreement, the Services Agreement (as defined in Section 3.5.2 hereof),
the Insider Letter (as defined in Section 2.23.1), the Subscription Agreement (as defined in Section 2.23.2 hereof),
the Rights Agreement (as defined in Section 2.22), and the Registration Rights Agreement (as defined in Section 2.23.3 hereof)
have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against
the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization
or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision
may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor
may be brought.
2.11. No
Conflicts, Etc. The execution, delivery, and performance by the Company of this Agreement, the Rights Agreement, the Trust Agreement,
the Services Agreement, the Insider Letter, the Subscription Agreement, and the Registration Rights Agreement, the consummation by the
Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not
and will not, with or without the giving of notice or the lapse of time or both: (i) result in a material breach of, or conflict with
any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition
of any material lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument
to which the Company is a party; (ii) result in any violation of the provisions of the amended and restated articles of association and
memorandum of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental
agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.
2.12. No
Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any
material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument
evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which
the Company may be bound or to which any of the properties or assets of the Company is subject. The Company is not in violation of any
material agreement, license, permit, applicable law, rule, regulation, judgment or decree of any governmental agency or court, domestic
or foreign, having jurisdiction over the Company or any of its properties or businesses, except for such violations which would not reasonably
be expected to have a material adverse effect on the Company. The Company is not in violation of any term or provision of its amended
and restated articles of association and memorandum.
2.13. Corporate
Power; Licenses; Consents.
2.13.1. Conduct
of Business. The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders,
licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to
conduct its business for the purposes described in the Registration Statement, the Preliminary Prospectus and the Prospectus. To the
Company’s knowledge, the disclosures in the Registration Statement and the Prospectus concerning the effects of federal, state
and local regulation on the Offering and the Company’s business purpose as currently contemplated are correct in all material respects
and do not omit to state a material fact required to be stated therein or necessary in order to make the statements therein (with respect
to the Prospectus, in light of the circumstances under which they were made), not misleading. Since its formation, the Company has conducted
no business and has incurred no liabilities other than in connection with and in furtherance of the Offering.
2.13.2. Transactions
Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions
and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No
consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance,
sale and delivery of the Public Securities, the Placement Securities or the Additional Placement Securities and the consummation of the
transactions and agreements contemplated by this Agreement, the Trust Agreement, the Services Agreement, the Insider Letter, the Subscription
Agreement, and the Registration Rights Agreement and as contemplated by the Prospectus, except with respect to applicable federal and
state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority (“FINRA”).
2.14. D&O
Questionnaires. To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”)
completed by the Company’s stockholders immediately prior to the Offering (the “Initial Stockholders”) and each of
the Company’s officers and directors and provided to the Underwriters is true and correct and the Company has not become aware
of any information which would cause the information disclosed in the questionnaires completed by the Initial Stockholders and each officer
or director, to become inaccurate and incorrect.
2.15. Litigation;
Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding
pending or, to the best of the Company’s knowledge, threatened against, or involving the Company or, to the best of the Company’s
knowledge, the Initial Stockholders, which has not been disclosed in the Registration Statement, the Questionnaires, the Preliminary
Prospectus and the Prospectus.
2.16. Good
Standing. The Company has been duly organized, is validly existing and is in good standing under the laws of the Cayman Islands and
is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease
of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse
effect on the Company.
2.17. No
Contemplation of a Business Combination. Prior to the date hereof, neither the Company, its officers and directors nor the Initial
Stockholders had, and as of the Closing, the Company and such officers and directors and Initial Stockholders will not have had: (i)
any specific Business Combination under consideration or contemplation; or (ii) any substantive interactions or discussions with any
target business regarding a possible Business Combination.
2.18. Transactions
Affecting Disclosure to FINRA.
2.18.1.
Except as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, agreements or understandings
relating to the payment of a finder’s, consulting or origination fee by the Company or the Initial Stockholders with respect to
the sale of the Public Securities, the Placement Securities or the Additional Placement Securities hereunder or any other arrangements,
agreements or understandings of the Company or, to the Company’s knowledge, the Initial Stockholders that may affect the Underwriters’
compensation, as determined by FINRA.
2.18.2.
The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee,
consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who
raised or provided capital to the Company; (ii) to any FINRA member; or (iii) to any person or entity that has any direct or indirect
affiliation or association with any FINRA member, within the twelve (12) months prior to the Effective Date, other than payments to the
Representative.
2.18.3.
No officer, director, or beneficial owner of any class of the Company’s securities (whether debt or equity, registered or unregistered,
regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”)
is a member, a person associated, or affiliated with a member of FINRA.
2.18.4.
No Company Affiliate is an owner of stock or other securities of any member of FINRA (other than securities purchased on the open market).
2.18.5.
No Company Affiliate has made a subordinated loan to any member of FINRA.
2.18.6.
No proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Securities or Additional Placement
Securities will be paid to any FINRA member, or any persons associated or affiliated with a member of FINRA, except as specifically authorized
herein and in the Subscription Agreement.
2.18.7.
The Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a potential
underwriter in the Offering or a related person (as defined by FINRA rules) of such an underwriter within the one hundred eighty (180)-day
period prior to the initial filing date of the Registration Statement.
2.18.8.
No person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of
the Registration Statement has any relationship or affiliation or association with any member of FINRA.
2.18.9.
No FINRA member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a “conflict
of interest” exists when a member of FINRA and its associated persons, parent or affiliates in the aggregate beneficially own ten
percent (10%) or more of the Company’s outstanding subordinated debt or common equity, or ten percent (10%) or more of the Company’s
preferred equity. “Members participating in the Offering” include managing agents, syndicate group members and all dealers
which are members of FINRA.
2.18.10.
Except with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement
(including, without limitation, any consulting agreement or any other type of agreement) during the one hundred eighty (180)-day period
prior to the initial filing date of the Registration Statement, which arrangement or agreement provides for the receipt of any item of
value and/or the transfer of any warrants, options, or other securities from the Company to a FINRA member, any person associated with
a member (as defined by FINRA rules), any potential underwriters in the Offering and any related persons.
2.19. Foreign
Corrupt Practices Act. Neither the Company nor the Initial Stockholders or any other person acting on behalf of the Company has,
directly or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price concessions to customers in
the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official or employee of any
governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate for office (domestic
or foreign) or any political party or candidate for office (domestic or foreign) or other person who was, is, or may be in a position
to help or hinder the business of the Company (or assist it in connection with any actual or proposed transaction) that: (i) might subject
the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding; (ii) if not given in the past,
might have had a material adverse effect on the assets, business or operations of the Company as reflected in any of the financial statements
contained in the Registration Statement, the Preliminary Prospectus and/or the Prospectus; or (iii) if not continued in the future, might
adversely affect the assets, business, operations or prospects of the Company. The Company’s internal accounting controls and procedures
are sufficient to cause the Company to comply with the Foreign Corrupt Practices Act of 1977, as amended.
2.20. Patriot
Act. Neither the Company nor, to the Company’s knowledge, any officer, director or Initial Shareholder has violated: (i) the
Bank Secrecy Act, as amended; (ii) the Money Laundering Control Act of 1986, as amended; or (iii) the Uniting and Strengthening of America
by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, and/or the rules and regulations
promulgated under any such law, or any successor law.
2.21. Officers’
Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to the Representative or to the Representative’s
counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.
2.22. Rights
Agreement. The Company has entered into a rights agreement with respect to the Rights, the Representative’s Rights, the Placement
Rights and the Additional Placement Rights with Continental Stock Transfer & Trust Company, substantially in the form filed as an
exhibit to the Registration Statement (the “Rights Agreement”).
2.23. Agreements
With Officers, Directors and Initial Stockholders.
2.23.1. Insider
Letters. The Company has caused to be duly executed legally binding and enforceable agreements (except: (i) as such enforceability
may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability
of any indemnification, contribution or non-compete provision may be limited under the federal and state securities laws; and (iii) that
the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to
the discretion of the court before which any proceeding therefor may be brought) annexed as exhibits to the Registration Statement (the
“Insider Letter”), pursuant to which each of the officers, directors and Initial Stockholders of the Company agree to certain
matters.
2.23.2. Subscription
Agreement. The Sponsor has executed and delivered an agreement, the form of which is attached as an exhibit to the Registration
Statement (the “Subscription Agreement”), pursuant to which the Sponsor, among other things, will purchase an aggregate of
450,000 Placement Units (or 495,000 Placement Units if the Underwriters exercise the Over-allotment Option in full) in the Private Placement.
Pursuant to the Subscription Agreement, all of the proceeds from the sale of the Placement Units will be deposited by the Company in
the Trust Account in accordance with the terms of the Trust Agreement prior to the Closing.
2.23.3. Registration
Rights Agreement. The Company and the Initial Stockholders have entered into a registration rights agreement (the “Registration
Rights Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, whereby the parties will be entitled
to certain registration rights with respect to their securities, as set forth in such Registration Rights Agreement and described more
fully in the Registration Statement.
2.24. Investment
Management Trust Agreement. The Company has entered into the Trust Agreement with respect to certain proceeds of the Offering and
the Private Placement substantially in the form filed as an exhibit to the Registration Statement.
2.25. Covenants
Not to Compete. To the Company’s knowledge, the officers and directors of the Company are not subject to any non-competition
agreement or non-solicitation agreement with any employer or prior employer which could materially affect its ability to be an employee,
officer or director of the Company.
2.26. Investments.
No more than forty-five (45%) of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940, as amended
(the “Investment Company Act”)) of the Company’s total assets consist of, and no more than forty-five (45%) of the
Company’s net income after taxes is derived from, securities other than “Government Securities” (as defined in Section
2(a)(16) of the Investment Company Act).
2.27. Subsidiaries.
The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other business
entity.
2.28. Related
Party Transactions. No relationship, direct or indirect, exists between or among any of the Company or any Company Affiliate, on
the one hand, and any director, officer, shareholder, customer or supplier of the Company or any Company Affiliate, on the other hand,
which is required by the Act, the Exchange Act or the Regulations to be described in the Registration Statement, the Preliminary Prospectus
and/or the Prospectus which is not so described and described as required. There are no outstanding loans, advances (except normal advances
for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company to or for the benefit of any of
the officers or directors of the Company or any of their respective family members, except as disclosed in the Registration Statement,
the Preliminary Prospectus and/or the Prospectus. The Company has not extended or maintained credit, arranged for the extension of credit,
or renewed an extension of credit, in the form of a personal loan to or for any director or officer of the Company.
2.29. No
Influence. The Company has not offered, or caused the Underwriters to offer, the Firm Units to any person or entity with the intention
of unlawfully influencing: (i) a customer or supplier of the Company or any Company Affiliate to alter the customer’s or supplier’s
level or type of business with the Company or such affiliate; or (ii) a journalist or publication to write or publish favorable information
about the Company or any such affiliate.
2.30. Trading
of the Public Securities on the Nasdaq Capital Market. As of the Effective Date and the Closing Date, the Public Securities will
have been authorized for listing on the Nasdaq Capital Market and no proceedings have been instituted or threatened which would effect,
and no event or circumstance has occurred as of the Effective Date which is reasonably likely to effect, the listing of the Public Securities
on the Nasdaq Capital Market.
2.31. Definition
of “Knowledge”. As used in this Agreement, the term “knowledge of the Company” (or similar language) shall
mean the knowledge of the officers and directors of the Company who are named in the Prospectus, with the assumption that such officers
and directors shall have made reasonable and diligent inquiry of the matters presented.
3. Covenants
of the Company. The Company covenants and agrees as follows:
3.1. Amendments
to Registration Statement. The Company will deliver to the Representative, prior to filing, any amendment or supplement to the Registration
Statement or Prospectus proposed to be filed after the Effective Date and will not file any such amendment or supplement to which the
Representative shall reasonably object in writing.
3.2. Federal
Securities Laws.
3.2.1. Compliance.
During the time when a Prospectus is required to be delivered under the Act, the Company will use all reasonable efforts to comply with
all requirements imposed upon it by the Act, the Regulations and the Exchange Act and by the regulations under the Exchange Act, as from
time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Public Securities in accordance with
the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Public Securities is required to be delivered
under the Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters,
the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made,
not misleading, or if it is necessary during such period to amend the Registration Statement or amend or supplement the Prospectus to
comply with the Act, the Company will notify the Representative promptly and prepare and file with the Commission, subject to Section
3.1 hereof, an appropriate amendment to the Registration Statement or amendment or supplement to the Prospectus (at the expense of
the Company) so as to correct such statement or omission or effect such compliance.
3.2.2. Filing
of Final Prospectus. The Company will file the Prospectus (in form and substance satisfactory to the Representative) with the Commission
pursuant to the requirements of Rule 424 of the Regulations.
3.2.3. Exchange
Act Registration. For a period of five (5) years from the Effective Date, or until such earlier time upon which the Company is required
to be liquidated, the Company will use its best efforts to maintain the registration of the Units, Common Stock and Rights (until the
Business Combination) under the provisions of the Exchange Act. The Company will not deregister the Units, Common Stock and Rights prior
to the Business Combination without the prior written consent of the Representative.
3.2.4. Sarbanes-Oxley
Compliance. As soon as it is legally required to do so, the Company shall take all actions necessary to obtain and thereafter maintain
material compliance with each applicable provision of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated
thereunder and related or similar rules and regulations promulgated by any other governmental or self-regulatory entity or agency with
jurisdiction over the Company.
3.2.5. Blue
Sky Filing. Unless the Public Securities are listed on the Nasdaq Capital Market or another national securities exchange, the Company,
at its expense, will endeavor in good faith, in cooperation with the Representative, at or prior to the time the Registration Statement
becomes effective, to qualify the Public Securities for offering and sale under the securities laws of such jurisdictions as the Representative
may reasonably designate, provided that no such qualification shall be required in any jurisdiction where, as a result thereof,
the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction.
In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative agrees that such action
is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are
or may be required by the laws of such jurisdiction.
3.2.6. Delivery
to Underwriters of Prospectuses. The Company will deliver to each of the several Underwriters, without charge, from time to time
during the period when the Prospectus is required to be delivered under the Act or the Exchange Act such number of copies of each Preliminary
Prospectus and Prospectus and all amendments and supplements to such documents as such Underwriters may reasonably request and, as soon
as the Registration Statement or any amendment or supplement thereto becomes effective, deliver to the Representative two original executed
Registration Statements, including exhibits, and all post-effective amendments thereto and copies of all exhibits filed therewith or
incorporated therein by reference and all original executed consents of certified experts.
3.3. Effectiveness
and Events Requiring Notice to the Representative. The Company will use all reasonable efforts to cause the Registration Statement
to remain effective and will notify the Representative immediately and confirm the notice in writing: (i) of the effectiveness of the
Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement, or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus
or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities
commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction
or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for
filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for
any additional information from the Commission; and (vi) of the happening of any event during the period described in Section
3.4 hereof that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement,
the Preliminary Prospectus and/or the Prospectus untrue or that requires the making of any changes in the Registration Statement, the
Preliminary Prospectus and/or the Prospectus in order to make the statements therein, (with respect to the Prospectus, in light of the
circumstances under which they were made), not misleading. If the Commission or any state securities commission shall enter a stop order
or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.
3.4. Review
of Financial Statements. Until the earlier of five (5) years from the Effective Date, or until such earlier date upon which the Company
is required to be liquidated, the Company, at its expense, shall cause its regularly engaged independent certified public accountants
to review (but not audit) the Company’s financial statements for each of the first three fiscal quarters prior to the announcement
or filing of quarterly financial information, if any.
3.5. Affiliated
Transactions.
3.5.1. Business
Combinations. The Company will not consummate a Business Combination with any entity which is affiliated with the Initial Stockholders
or an officer or director of the Company unless the Company obtains an opinion from an independent investment banking firm regulated
by FINRA or independent accounting firm stating the Business Combination is fair to the Company’s stockholders from a financial
perspective.
3.5.2. Administrative
Services. The Company has entered into an administrative services agreement (the “Services Agreement”) with the Sponsor
in the form filed as an exhibit to the Registration Statement pursuant to which the Sponsor has made and will continue to make available
to the Company general and administrative services including office space and utilities for the Company’s use for $10,000 per month.
3.5.3. Compensation.
Except as set forth in this Section 3.5, the Company shall not pay any officer, director or Initial Shareholder, or any of
their affiliates, any fees or compensation from the Company, for services rendered to the Company prior to, or in connection with, the
Offering or the consummation of a Business Combination; provided that upon consummation of a Business Combination, they
shall be entitled to reimbursement from the Company for out-of-pocket expenses in connection with activities on behalf of the Company
as described in the Prospectus.
3.6. Secondary
Market Trading. In the event the Public Securities are not listed on the Nasdaq Capital Market or another national securities exchange,
the Company will (i) apply to be included in Mergent, Inc. Manual for a period of five (5) years from the consummation of a Business
Combination, (ii) take such commercially reasonable steps as may be necessary to obtain a secondary market trading exemption for the
Company’s securities in such jurisdictions and (iii) take such other action as may be reasonably requested by the Representative
to obtain a secondary market trading exemption in such other states as may be requested by the Representative; provided that
no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general
process or to taxation as a foreign entity doing business in such jurisdiction.
3.7. Financial
Public Relations Firm. Promptly after the execution of a definitive agreement for a Business Combination, the Company shall retain
a financial public relations firm reasonably acceptable to the Representative for a term to be agreed upon by the Company and the Representative.
3.8. Reports
to the Representative.
3.8.1. Periodic
Reports, Etc. For a period of five (5) years from the Effective Date or until such earlier time upon which the Company is dissolved,
the Company will furnish to the Representative and its counsel copies of such financial statements and other periodic and special reports
as the Company from time to time furnishes generally to holders of any class of its securities, and promptly furnish to the Representative:
(i) a copy of each periodic report the Company shall be required to file with the Commission; (ii) a copy of every press release and
every news item and article with respect to the Company or its affairs which was released by the Company; (iii) a copy of each Form 8-K
or Schedules 13D, 13G, 14D-1 or 13E-4 received or prepared by the Company; (iv) five (5) copies of each Registration Statement; and (v)
such additional documents and information with respect to the Company and the affairs of any future subsidiaries of the Company as the
Representative may from time to time reasonably request; provided that the Representative shall sign, if requested by
the Company, a Regulation FD compliant confidentiality agreement which is reasonably acceptable to the Representative and its counsel
in connection with the Representative’s receipt of such information. Documents filed with the Commission pursuant to its Electronic
Data Gathering, Analysis and Retrieval System (“EDGAR”) shall be deemed to have been delivered to the Representative pursuant
to this section.
3.8.2. Transfer
Sheets. For a period of five (5) years following the Effective Date or until such earlier time upon which the Company is dissolved,
the Company shall retain a transfer agent acceptable to the Representative (the “Transfer Agent”). In the event the Public
Securities are not listed on the Nasdaq Capital Market or another national securities exchange, the Company will furnish to the Underwriters
at the Company’s sole cost and expense such transfer sheets of the Company’s securities as the Representative may request,
including the daily and monthly consolidated transfer sheets of the Transfer Agent and DTC. Continental Stock Transfer & Trust Company
is an acceptable Transfer Agent to the Representative.
3.8.3. Trading
Reports. If the Public Securities are quoted on the OTC Bulletin Board (or any successor trading market) or a market operated by
the OTC Market Group Inc. (or similar publisher of quotations), then during such time the Company shall provide to the Representative,
at its expense, such reports published by the OTC Bulletin Board or the OTC Market Group Inc. relating to price trading of the Public
Securities, as the Representative shall reasonably request. In addition to the requirements of the preceding sentence, if the Public
Securities are not listed on the Nasdaq Capital Market or such other national securities exchange for a period of two (2) years from
the Closing Date, the Company, at its expense, shall provide Chardan a subscription to the Company’s weekly Depository Transfer
Company Security Position Reports.
3.9. Disqualification
of Form S-1. For a period equal to seven (7) years from the date hereof, the Company will not take any action or actions which may
prevent or disqualify the Company’s use of Form S-1 (or other appropriate form) for the registration of the securities underlying
the Representative’s Interests under the Act.
3.10. Payment
of Expenses.
3.10.1. General
Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any,
to the extent not paid at the Closing Date, expenses incident to the performance of the obligations of the Company under this Agreement,
including, but not limited to: (i) the Company’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing,
mailing (including the payment of postage with respect to such mailing) and delivering the Registration Statement, the Preliminary Prospectus
and final Prospectus contained therein and amendments thereto, post-effective amendments and supplements thereto, this Agreement and
related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters
in quantities as may be required by the Underwriters; (iii) the printing, engraving, issuance and delivery of the Units, the shares of
Common Stock and Rights included in the Units, including any transfer or other taxes payable thereon; (iv) if the Public Securities are
not listed on the Nasdaq Capital Market or such other national securities exchange, the qualification of the Public Securities under
state or foreign securities or Blue Sky laws specified by Representative, including the costs of printing and mailing the “Preliminary
Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of Representative’s
choice retained for such purpose; (v) filing fees (including SEC filing fees), costs and expenses (including third party expenses and
disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA; (vii) fees and
disbursements of the registrar and transfer and rights agent; (viii) the Company’s expenses associated with “due diligence”
meetings arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person”
as such term is defined in Rule 5110 of FINRA’s Rules); and (ix) all costs and expenses of the Company associated with “road
show” marketing and “due diligence” trips for the Company’s management to meet with prospective investors, including
without limitation, all travel, food and lodging expenses associated with such trips.
3.10.2. Fee
on Termination of Offering. Notwithstanding anything contained herein to the contrary, upon termination of the Offering the Company
shall pay and bear the expenses and fees to be paid and borne by the Company as provided for in Section 3.10.1 above,
as applicable.
3.11. Application
of Net Proceeds. The Company will apply the net proceeds from the Offering received by it in a manner consistent with the application
described under the caption “Use of Proceeds” in the Prospectus.
3.12. Delivery
of Earnings Statements to Security Holders. The Company will make generally available to its security holders as soon as practicable,
but not later than the first day of the fifteenth (15th) full calendar month following the Effective Date, an earnings statement (which
need not be certified by independent public or independent certified public accountants unless required by the Act or the Regulations,
but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Act) covering a period of at least twelve (12) consecutive
months beginning after the Effective Date.
3.13. Notice
to FINRA.
3.13.1. Business
Combination. In the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company
in its search for a merger candidate or to provide any other merger and acquisition services, the Company will provide the following
to FINRA and the Representative prior to the consummation of the Business Combination: (i) complete details of all services and copies
of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition services
should not be considered an “underwriter and related person” (as such term is defined in Rule 5110 of FINRA’s Rules)
with respect to the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made
in any proxy or tender offer statement which the Company files in connection with the Business Combination.
3.13.2. Broker/Dealer.
In the event the Company intends to register as a broker/dealer, merge with or acquire a registered broker/dealer, or otherwise become
a member of FINRA, it shall promptly notify FINRA.
3.14. Stabilization.
Neither the Company, nor, to its knowledge, any of its employees, directors or stockholders (without the consent of the Representative)
has taken or will take, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected to
cause or result in, under the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Units.
3.15. Internal
Controls. The Company will maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i)
transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as
necessary in order to permit preparation of financial statements in accordance with generally accepted accounting principles and to maintain
accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization;
and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken
with respect to any differences.
3.16. Accountants.
For a period of five (5) years from the Effective Date or until such earlier time upon which the Company is required to be liquidated,
the Company shall retain Marcum or other independent public accountants reasonably acceptable to the Representative.
3.17. Form
8-K. The Company shall, on the date hereof, retain its independent public accountants to audit the financial statements of the Company
as of the Closing Date (the “Audited Financial Statements”) reflecting the receipt by the Company of the proceeds of the
Offering and the Private Placement, as well as the proceeds from the exercise of the Over-Allotment if such exercise has occurred on
the date of the Prospectus. Within four (4) Business Days of the Closing Date, the Company will file a Current Report on Form 8-K with
the Commission, which Report shall contain the Audited Financial Statements.
3.18. FINRA.
The Company shall advise FINRA if it is aware that any 5% or greater shareholder of the Company becomes an affiliate or associated person
of a FINRA member participating in the distribution of the Company’s Public Securities.
3.19. Corporate
Proceedings. All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement and the transactions
contemplated hereby shall have been done to the reasonable satisfaction to counsel for the Underwriters.
3.20. Investment
Company. The Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested only in “government
securities” with specific maturity dates or in money market funds meeting certain conditions under Rule 2a-7 promulgated under
the Investment Company Act as set forth in the Trust Agreement and disclosed in the Prospectus. The Company will otherwise conduct its
business in a manner so that it will not become subject to the Investment Company Act. Furthermore, once the Company consummates a Business
Combination, it will be engaged in a business other than that of investing, reinvesting, owning, holding or trading securities.
3.21. Business
Combination Announcement. Within four (4) Business Days following the consummation by the Company of a Business Combination, the
Company shall cause an announcement (“Business Combination Announcement”) to be issued by a press release service announcing
the consummation of the Business Combination and indicating that the Representative was one of the co-managing underwriters in the Offering
and also indicating the name and location of any other financial advisors engaged by the Company as a merger and acquisitions advisor.
The Company shall supply the Representative with a draft of the Business Combination Announcement and provide the Representative with
a reasonable advance opportunity to comment thereon. The Company will not issue the Business Combination Announcement without the final
approval of the Representative, which approval will not be unreasonably withheld.
3.22. Press
Releases. The Company agrees that it will not issue press releases or engage in any other publicity, without Chardan’s prior
written consent (not to be unreasonably withheld), for a period of twenty-five (25) days after the Effective Date.
3.23. Electronic
Prospectus. The Company shall cause to be prepared and delivered to the Representative, at its expense, within one (1) Business Day
from the Effective Date, an Electronic Prospectus to be used by the Underwriters in connection with the Offering. As used herein, the
term “Electronic Prospectus” means a form of prospectus, and any amendment or supplement thereto, that meets each of the
following conditions: (i) it shall be encoded in an electronic format, satisfactory to the Representative, that may be transmitted electronically
by the other Underwriters to offerees and purchasers of the Units for at least the period during which a Prospectus relating to the Units
is required to be delivered under the Act; (ii) it shall disclose the same information as the paper prospectus and prospectus filed pursuant
to EDGAR, except to the extent that graphic and image material cannot be disseminated electronically, in which case such graphic and
image material shall be replaced in the electronic prospectus with a fair and accurate narrative description or tabular representation
of such material, as appropriate; and (iii) it shall be in or convertible into a paper format or an electronic format, satisfactory to
the Representative, that will allow recipients thereof to store and have continuously ready access to the prospectus at any future time,
without charge to such recipients (other than any fee charged for subscription to the Internet as a whole and for on-line time). The
Company hereby confirms that it has included or will include in the Prospectus filed pursuant to EDGAR or otherwise with the Commission
and in the Registration Statement at the time it was declared effective an undertaking that, upon receipt of a request by an investor
or his or her representative within the period when a prospectus relating to the Units is required to be delivered under the Act, the
Company shall transmit or cause to be transmitted promptly, without charge, a paper copy of the Prospectus.
3.24. Reservation
of Shares. The Company will reserve and keep available that maximum number of its authorized but unissued securities which are issuable
upon conversion of Rights, the Placement Rights and the Additional Placement Rights outstanding from time to time.
3.25. Private
Placement Proceeds. Immediately upon establishment of the Trust Account and prior to the Closing, the Company shall deposit all of
the proceeds from the sale of the Placement Units in the Private Placement in the Trust Account and shall provide the Representative
with evidence of the same.
3.26. No
Amendment to Charter.
3.26.1. Prior to the closing of a Business Combination, the Company covenants and agrees it will not seek to amend or modify its amended and
restated articles of association and memorandum without the prior approval of its Board of Directors and the affirmative vote of at least
65% of the voting power of the Common Stock.
3.26.2. The Company acknowledges that the purchasers of the Firm Units and Option Units in this Offering shall be deemed to be third party beneficiaries
of this Section 3.26.
3.26.3. The Representative and the Company specifically agree that this Section 3.26 shall not be modified or amended in any
way without the approval of at least 65% of the voting power of the Common Stock.
3.27. Financial
Printer. The Company shall retain a financial printer, reasonably acceptable to the Representative, for the purpose of facilitating
the Company’s EDGAR filings and the printing of the Preliminary Prospectus and Prospectus.
3.28. Listing
on the Nasdaq Capital Market. The Company will use commercially reasonable efforts to maintain the listing of the Public Securities
on the Nasdaq Capital Market or another national securities exchange until the earlier of five (5) years from the Effective Date or until
the Public Securities are no longer registered under the Exchange Act.
3.29. Payment
of Deferred Underwriting Commission on Business Combination. Upon the consummation of a Business Combination, the Company agrees
that it will cause the Trustee to pay the Deferred Underwriting Commission directly from the Trust Account to Chardan, in accordance
with Section 1.3.1.
3.30.
Right of First Refusal. The Company agrees that if the Firm Units are sold in accordance with the terms of this Underwriting Agreement,
the Company shall grant Representative the right to act as a book-running manager or placement agent with at least 30% of the economics,
for any and all future public and private equity, equity linked and debt offerings of the Company, or any successor to or any subsidiary
or merger partner of the Company. The right of participation shall terminate on the earlier of the twelve (12) month anniversary of the
closing of a Business Combination or the three year anniversary of the Effective Date. The Company and any such subsidiary or successor
will use its best efforts to offer the Representative the opportunity to purchase or sell any securities in such a proposed financing
on terms not more favorable to the Company or any such subsidiary or successor, as the case may be, than it or they can secure elsewhere.
If the Representative fails to accept such offer within ten (10) Business Days after the mailing of a notice containing the material
terms of the proposed financing by registered mail or overnight courier service addressed to the Representative, then the Representative
shall have no further claim or right with respect to the financing proposal contained in such notice. If, however, the terms of such
financing proposal are subsequently modified in any material respect, the preferential right referred to herein shall apply to such modified
proposal as if the original proposal had not been made. The Representative’s failure to exercise its preferential right with respect
to any particular proposal shall not affect its preferential rights relative to future proposals.
4. Conditions
of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units, as provided herein,
shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each
of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to
the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:
4.1. Regulatory
Matters.
4.1.1. Effectiveness
of Registration Statement. The Registration Statement shall have become effective not later than 5:00 p.m., New York time, on the
date of this Agreement or such later date and time as shall be consented to in writing by the Representative, and, at each of the Closing
Date and the Option Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and
no proceedings for the purpose shall have been instituted or shall be pending or contemplated by the Commission and any request on the
part of the Commission for additional information shall have been complied with to the reasonable satisfaction of Loeb & Loeb LLP.
4.1.2. FINRA
Clearance. By the Effective Date, the Representative shall have received clearance from FINRA as to the amount of compensation allowable
or payable to the Underwriters as described in the Registration Statement.
4.1.3. No
Commission Stop Order. At each of the Closing Date and the Option Closing Date, the Commission has not issued any order or threatened
to issue any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or any part thereof, and has not
instituted or threatened to institute any proceedings with respect to such an order.
4.1.4. No
Blue Sky Stop Orders. No order suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to
Section 3.3 hereof, if any, shall have been issued on either the Closing Date or the Option Closing Date, and no proceedings for
that purpose shall have been instituted or shall be contemplated.
4.1.5. The
Nasdaq Capital Market. By the Effective Date, the Public Securities, the Placement Securities and the Additional Placement Securities,
shall have been approved for trading on the Nasdaq Capital Market.
4.2. Company
Counsel Matters.
4.2.1. Closing
Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Ellenoff Grossman &
Schole LLP (“EGS”), counsel to the Company, and Maples and Calder, Cayman Islands counsel to the Company (“Maples”)
each dated the Closing Date, addressed to the Representative and the other Underwriters and in form and substance reasonably satisfactory
to the Representative. The opinion of counsel shall further include a statement to the effect that such counsel has participated in conferences
with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representatives
of the Underwriters at which the contents of the Registration Statement, final Preliminary Prospectus, the Prospectus and related matters
were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or
fairness of the statements contained in the Registration Statement, final Preliminary Prospectus and the Prospectus (except as otherwise
set forth in such opinion), no facts have come to the attention of such counsel which lead them to believe that either the Registration
Statement, final Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, as of the date of such opinion contained
any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express
no opinion with respect to the financial statements and related notes and schedules and other financial and statistical data included
in the Registration Statement, final Preliminary Prospectus or the Prospectus or matters relating to the sale of securities in any jurisdiction
outside the U.S.). The opinion of counsel shall state that such counsel is not opining as to the Placement Securities with respect to
any rights to rescind or the effect any exercise of such rights will have on any other securities of the Company or on the Offering.
4.2.2. Option
Closing Date Opinion of Counsel. On each Option Closing Date, if any, the Representative shall have received the favorable opinion
of EGS and Maples, dated each Option Closing Date, addressed to the Representative and in form and substance reasonably satisfactory
to counsel to the Representative, confirming as of each Option Closing Date, the statements made by EGS and Maples in its opinion delivered
on the Closing Date.
4.2.3. Reliance.
In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United
States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion,
if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably
acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper,
on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody
of documents respecting the good standing of the Company, provided that copies of any such statements or certificates
shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company and any opinion relied upon
by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in
its opinion delivered to the Underwriters.
4.3. Cold
Comfort Letter. At the time this Agreement is executed, and at each of the Closing Date and the Option Closing Date, if any, the
Representative shall have received a letter, addressed to the Representative and in form and substance satisfactory in all respects (including
the nature of the changes or decreases, if any, referred to in Section 4.3.3 below) to the Representative and its counsel
from Marcum dated, respectively, as of the date of this Agreement and as of the Closing Date and the Option Closing Date, if any.
4.4. Officers’
Certificates.
4.4.1. Officers’
Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate
of the Company signed by the Chief Executive Officer or the President and the Secretary or Assistant Secretary of the Company, dated
the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants
and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing
Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been
satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties
of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received
such other and further certificates of officers of the Company as the Representative may reasonably request.
4.4.2. Secretary’s
Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate
of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the
case may be, certifying: (i) that the amended and restated articles of association and memorandum of the Company are true and complete,
have not been modified and are in full force and effect; (ii) that the resolutions relating to the Offering are in full force and effect
and have not been modified; (iii) all correspondence between the Company or its counsel and the Commission; (iv) all correspondence between
the Company or its counsel and the Nasdaq Stock Market; and (v) as to the incumbency of the officers of the Company. The documents referred
to in such certificate shall be attached to such certificate.
4.5. No
Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material
adverse change or development that is likely to result in a material adverse change in the condition or prospects or the business activities,
financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and
Prospectus; (ii) no action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or the
Initial Stockholders before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable
decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the
Company, except as set forth in the Registration Statement, the Preliminary Prospectus and Prospectus; (iii) no stop order shall have
been issued under the Act and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration
Statement, the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements
which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to
the requirements of the Act and the Regulations, and neither the Registration Statement, the Preliminary Prospectus nor the Prospectus
nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under
which they were made), not misleading.
4.6. Delivery
of Agreements.
4.6.1. Effective
Date Deliveries. On the Effective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement,
the Rights Agreement, the Services Agreement, all of the Insider Letters, the Subscription Agreement, and the Registration Rights Agreement.
5. Indemnification.
5.1. Indemnification
of Underwriters.
5.1.1. General.
Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless each of the Underwriters and each dealer
selected by the Representative that participates in the offer and sale of the Units (each a “Selected Dealer”) and each of
their respective directors, officers and employees and each person, if any, who controls any such Underwriter (“Controlling Person”)
within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against any and all loss, liability, claim, damage
and expense whatsoever (including but not limited to any and all legal or other expenses reasonably incurred in investigating, preparing
or defending against any litigation, commenced or threatened, or any claim whatsoever, whether arising out of any action between any
of the Underwriters and the Company or between any of the Underwriters and any third party or otherwise) to which they or any of them
may become subject under the Act, the Exchange Act or any other federal, state or local statute, law, rule, regulation or ordinance or
at common law or otherwise or under the laws, rules and regulation of foreign countries, arising out of or based upon any untrue statement
or alleged untrue statement of a material fact contained in: (i) any Preliminary Prospectus, the Registration Statement, or the Prospectus
(as from time to time each may be amended and supplemented); (ii) in any post-effective amendment or amendments or any new registration
statement and prospectus in which is included the securities underlying the Representative’s Interests; or (iii) any application
or other document or written communication (in this Section 5, collectively called “Application”) executed by the
Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Units under the securities
laws thereof or filed with the Commission, any state securities commission or agency, the Nasdaq Stock Market or any securities exchange;
or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance
upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter
expressly for use in any Preliminary Prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereof.
With respect to any untrue statement or omission or alleged untrue statement or omission made in the Preliminary Prospectus, the indemnity
agreement contained in this paragraph shall not inure to the benefit of any Underwriter to the extent that any loss, liability, claim,
damage or expense of such Underwriter results from the fact that a copy of the Prospectus was not given or sent to the person asserting
any such loss, liability, claim or damage at or prior to the written confirmation of sale of the Public Securities to such person as
required by the Act and the Regulations, and if the untrue statement or omission has been corrected in the Prospectus, unless such failure
to deliver the Prospectus was a result of non-compliance by the Company with its obligations under Section 3.2 hereof.
The Company agrees to promptly notify the Representative of the commencement of any litigation or proceedings against the Company or
any of its officers, directors or Controlling Persons in connection with the issue and sale of the Public Securities or in connection
with the Preliminary Prospectus, the Registration Statement, or the Prospectus.
5.1.2. Procedure.
If any action is brought against an Underwriter or Controlling Person in respect of which indemnity may be sought against the Company
pursuant to Section 5.1.1, such Underwriter shall promptly notify the Company in writing of the institution of such action
and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the reasonable approval
of such Underwriter) and payment of actual expenses. Such Underwriter or Controlling Person shall have the right to employ its or their
own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or such Controlling
Person unless: (i) the employment of such counsel at the expense of the Company shall have been authorized in writing by the Company
in connection with the defense of such action within reasonable time under the circumstances; (ii) the Company shall not have employed
counsel to have charge of the defense of such action; or (iii) such indemnified party or parties shall have reasonably concluded that
there may be defenses available to it or them which are different from or additional to those available to the Company, or another conflict
of interest or conflict as to legal representation exists (in which case the Company shall not have the right to direct the defense of
such action on behalf of the indemnified party or parties), in any of which events the reasonable fees and expenses of not more than
one additional firm of attorneys selected by the Underwriter and/or Controlling Person shall be borne by the Company. Notwithstanding
anything to the contrary contained herein, if the Underwriter or Controlling Person shall assume the defense of such action as provided
above, the Company shall have the right to approve the terms of any settlement of such action which approval shall not be unreasonably
withheld.
5.2. Indemnification
of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, officers
and employees and agents who control the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against
any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to the several Underwriters,
as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary
Prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereto, or in any Application, in reliance
upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of
the Underwriter expressly for use in such Preliminary Prospectus, the Registration Statement, or the Prospectus, or any amendment or
supplement thereto or in any such Application, which furnished written information, it is expressly agreed, consists solely of the information
described in the last sentence of Section 2.3.1. In case any action shall be brought against the Company or any other person
so indemnified based on any Preliminary Prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereto
or any Application, and in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and
duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the several
Underwriters by the provisions of Section 5.1.2.
5.3. Contribution.
5.3.1. Contribution
Rights. In order to provide for just and equitable contribution under the Act in any case in which: (i) any person entitled to indemnification
under this Section 5 makes a claim for indemnification pursuant hereto but it is judicially determined (by the entry
of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right
of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 5 provides
for indemnification in such case; or (ii) contribution under the Act, the Exchange Act or otherwise may be required on the part of any
such person in circumstances for which indemnification is provided under this Section 5, then, and in each such case, the
Company and the Underwriters shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated
by said indemnity agreement incurred by the Company and the Underwriters, as incurred, in such proportions that the Underwriters are
responsible for that portion represented by the percentage that the underwriting discount appearing on the cover page of the Prospectus
bears to the initial offering price appearing thereon and the Company is responsible for the balance; provided, that, no
person guilty of a fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. Notwithstanding the provisions of this Section 5.3.1,
no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Public Securities
underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has
otherwise been required to pay in respect of such losses, liabilities, claims, damages and expenses. For purposes of this Section
5.3.1, each director, officer and employee of an Underwriter or the Company, as applicable, and each person, if any, who controls
an Underwriter or the Company, as applicable, within the meaning of Section 15 of the Act shall have the same rights to contribution
as the Underwriters or the Company, as applicable.
5.3.2. Contribution
Procedure. Within fifteen (15) days after receipt by any party to this Agreement (or its representative) of notice of the commencement
of any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made against another party
(“Contributing Party”), notify the Contributing Party of the commencement thereof, but the omission to so notify the Contributing
Party will not relieve it from any liability which it may have to any other party other than for contribution hereunder. In case any
such action, suit or proceeding is brought against any party, and such party notifies a Contributing Party or its representative of the
commencement thereof within the aforesaid fifteen (15) days, the Contributing Party will be entitled to participate therein with the
notifying party and any other Contributing Party similarly notified. Any such Contributing Party shall not be liable to any party seeking
contribution on account of any settlement of any claim, action or proceeding effected by such party seeking contribution on account of
any settlement of any claim, action or proceeding effected by such party seeking contribution without the written consent of such Contributing
Party. The contribution provisions contained in this Section 5.3 are intended to supersede, to the extent permitted by law, any
right to contribution under the Act, the Exchange Act or otherwise available. The Underwriters’ obligations to contribute pursuant
to this Section 5.3 are several and not joint.
6. Default
by an Underwriter.
6.1. Default
Not Exceeding 10% of Firm Units or Option Units. If any Underwriter or Underwriters shall default in its or their obligations to
purchase the Firm Units or the Option Units, if the Over-allotment Option is exercised, hereunder, and if the number of the Firm Units
or Option Units with respect to which such default relates does not exceed in the aggregate ten percent (10%) of the number of Firm Units
or Option Units that all Underwriters have agreed to purchase hereunder, then such Firm Units or Option Units to which the default relates
shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.
6.2. Default
Exceeding 10% of Firm Units or Option Units. In the event that the default addressed in Section 6.1 above relates
to more than ten percent (10%) of the Firm Units or Option Units, the Representative may in its discretion arrange for itself or for
another party or parties to purchase such Firm Units or Option Units to which such default relates on the terms contained herein. If,
within one (1) Business Day after such default relating to more than ten percent (10%) of the Firm Units or Option Units, the Representative
does not arrange for the purchase of such Firm Units or Option Units, then the Company shall be entitled to a further period of one (1)
Business Day within which to procure another party or parties satisfactory to the Company and the Representative to purchase said Firm
Units or Option Units on such terms. In the event neither the Company nor the Representative arranges for the purchase of the Firm Units
or Option Units to which a default relates as provided in this Section 6, this Agreement may be terminated by the Company
without liability on the part of the Company (except as provided in Sections 3.10 and 5 hereof) or
the several Underwriters (except as provided in Section 5 hereof); provided, however, that if
such default occurs with respect to the Option Units, this Agreement will not terminate as to the Firm Units; and provided further that
nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company
for damages occasioned by its default hereunder.
6.3. Postponement
of Closing Date. In the event the Firm Units or Option Units to which the default relates are to be purchased by the non-defaulting
Underwriters, or are to be purchased by another party or parties as aforesaid, the Representative or the Company shall have the right
to postpone the Closing Date or Option Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days, in
order to effect whatever changes may thereby be made necessary in the Registration Statement, the Preliminary Prospectus and/or the Prospectus,
as the case may be, or in any other documents and arrangements, and the Company agrees to file promptly any amendment to, or to supplement,
the Registration Statement, the Preliminary Prospectus and/or the Prospectus, as the case may be, that in the opinion of counsel for
the Underwriters may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any party
substituted under this Section 6 with like effect as if it had originally been a party to this Agreement with respect
to such Securities.
7. Additional
Covenants.
7.1. Additional
Shares or Options. The Company hereby agrees that until the Company consummates a Business Combination, it shall not issue any shares
of Common Stock or any options or other securities convertible into shares of Common Stock, or any class of shares which participate
in any manner in the Trust Account or which vote as a class with the Common Stock on a Business Combination.
7.2. Trust
Account Waiver Acknowledgments. The Company hereby agrees that it will not commence its due diligence investigation of any operating
business or businesses which the Company seeks to acquire (each, a “Target Business”) unless and until such Target Business
acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently
acknowledges the same in any definitive document replacing any of the foregoing), that: (i) it has read the Prospectus and understands
that the Company has established the Trust Account, initially in an amount of $101,000,000 for the benefit of the public stockholders,
and that (ii) for and in consideration of the Company agreeing to evaluate such Target Business for purposes of consummating a Business
Combination with it, such Target Business agrees that it does not have any right, title, interest or claim of any kind in or to any monies
of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations,
contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The Company
further agrees that it will use all reasonable efforts, prior to obtaining the services of any vendor, to obtain a written acknowledgment
from such vendor, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges
the same in any definitive document replacing any of the foregoing), that: (i) such vendor has read the Prospectus and understands that
the Company has established the Trust Account, initially in an amount of $101,000,000 for the benefit of the public stockholders, and
that (ii) for and in consideration of the Company agreeing to engage the services of the vendor, such vendor agrees that it does not
have any Claim and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements
with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially
be in the form attached hereto as Exhibit A and B, respectively. Furthermore, each officer and director
of the Company shall execute a waiver letter in the form attached hereto as Exhibit C.
7.3. Insider
Letters. The Company shall not take any action or omit to take any action which would cause a breach of any of the Insider Letters
executed among the Initial Stockholders, the officers and directors of the Company, and the Company or the Subscription Agreement and
will not allow any amendments to, or waivers of, such Insider Letters or the Subscription Agreement without the prior written consent
of the Representative.
7.4. Articles
of association and memorandum. The Company shall not take any action or omit to take any action that would cause the Company to be
in material breach or violation of its amended and restated articles of association and memorandum. Except as provided in Section
3.26, prior to the consummation of a Business Combination, the Company will not amend its amended and restated articles of association
and memorandum, without the prior written consent of the Representative.
7.5. Tender
Offer Documents, Proxy Materials and Other Information. The Company shall provide counsel to the Representative with copies of all
tender offer documents or proxy information and all related material filed with the Commission in connection with a Business Combination
concurrently with such filing with the Commission. In addition, the Company shall furnish any other State in which the Offering was registered,
such information as may be required by such State.
7.6. Acquisition/Liquidation
Procedure. The Company agrees that it will comply with its amended and restated articles of association and memorandum in connection
with the consummation of a Business Combination or the failure to consummate a Business Combination within 12 months from the Effective
Date (subject to extension for two additional three month periods, as described in the Prospectus).
7.7. Rule
419. The Company agrees that it will use its best efforts to prevent the Company from becoming subject to Rule 419 under the Act
prior to the consummation of any Business Combination, including, but not limited to, using its best efforts to prevent any of the Company’s
outstanding securities from being deemed to be a “penny stock” as defined in Rule 3a-51-1 under the Exchange Act during such
period.
7.8. Presentation
of Potential Target Businesses. The Company shall cause the Company’s officers, directors and Initial Stockholders to agree
that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Company’s officers,
directors and Initial Stockholders will present to the Company for its consideration, prior to presentation to any other person or company,
any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination
or the liquidation of the Company, subject to any pre-existing fiduciary obligations the Initial Stockholders might have.
8. Representations
and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties and agreements contained
in this Agreement shall be deemed to be representations, warranties and agreements at the Closing Date or the Option Closing Date, if
any, and such representations, warranties and agreements of the Underwriters and the Company, including the indemnity agreements contained
in Section 5 hereof, shall remain operative and in full force and effect regardless of any investigation made by or
on behalf of any Underwriter, the Company or any Controlling Person, and shall survive termination of this Agreement or the issuance
and delivery of the Units to the several Underwriters until the earlier of the expiration of any applicable statute of limitations and
the seventh anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties
and agreements shall terminate and be of no further force and effect.
9. Effective
Date of This Agreement and Termination Thereof.
9.1. Effective
Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by
the Commission.
9.2. Termination.
The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date: (i) if any domestic or international
event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially
disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange, the NYSE American, the Nasdaq
Stock Market or on the OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading
shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities
shall have been required on the OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction;
or (iii) if the United States shall have become involved in a war or an initiation or increase in major hostilities, or (iv) if a banking
moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared
which materially adversely impacts the United States securities markets; or (vi) if the Company shall have sustained a material loss
by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity (including, without limitation, a calamity relating
to a public health matter or natural disaster) or malicious act which, whether or not such loss shall have been insured, will, in the
Representative’s opinion, make it inadvisable to proceed with the delivery of the Units; or (vii) if any of the Company’s
representations, warranties or covenants hereunder are breached; or (viii) if the Representative shall have become aware after the date
hereof of such a material adverse change in the conditions or prospects of the Company, or such material adverse change in general market
conditions, including, without limitation, as a result of terrorist activities or any other calamity (including, without limitation,
a calamity relating to a public health matter or natural disaster) after the date hereof, as in the Representative’s judgment would
make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters
for the sale of the Units.
9.3. Expenses.
In the event this Agreement shall not be carried out for any reason whatsoever, except as a result of the Representative’s or any
Underwriters’ breach or default with respect to any of its material obligations pursuant to this Agreement, within the time specified
herein or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out-of-pocket expenses actually
incurred by the Representative related to the transactions contemplated herein shall be governed by Section 3.10 hereof.
9.4. Indemnification.
Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and
whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election
or termination or failure to carry out the terms of this Agreement or any part hereof.
10. Miscellaneous.
10.1. Notices.
All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed, delivered by
hand or reputable overnight courier or delivered by facsimile transmission (with printed confirmation of receipt) and confirmed, or by
electronic transmission via PDF, and shall be deemed given when so mailed, delivered, or faxed or transmitted (or if mailed, three days
after such mailing):
If
to the Representative:
Chardan
Capital Markets, LLC
17
State Street, 21st Floor
New
York, New York 10004
Attn.:
George Kaufman
Email:
gkaufman@chardancm.com
Fax:
(646) 465-9039
Copy
to (which copy shall not be deemed to constitute notice to the Representative):
Loeb
& Loeb LLP
345
Park Avenue
New
York, New York 10154
Attn:
Mitchell S. Nussbaum, Esq. and Giovanni Caruso, Esq.
Email:
gcaruso@loeb.com
Fax:
(212) 407-4000
If
to the Company:
Nocturne
Acquisition Corporation
7244
Carrizo Drive,
La
Jolla, CA 92037
Telephone:
858-228-7142
Attn:
Henry Monzon
Email:
henry@nocturnecorp.com
Copy
to (which copy shall not be deemed to constitute notice to the Company):
Ellenoff
Grossman & Schole LLP
1345
Avenue of the Americas
New York,
NY 10105
Tel:
(212) 370-1300
Attn:
Douglas S. Ellenoff
Email:
10.2. Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Agreement.
10.3. Amendment.
This Agreement may only be amended by a written instrument executed by each of the parties hereto.
10.4. Entire
Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this
Agreement) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede
all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.
10.5. Binding
Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters, the Company
and the Controlling Persons, directors and officers referred to in Section 5 hereof, and their respective successors,
legal representatives and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim
under or in respect of or by virtue of this Agreement or any provisions herein contained.
10.6. Governing
Law, Venue, etc.
10.6.1.
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees
that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall
be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District
of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding;
and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United
States District Court for the Southern District of New York in any such suit, action or proceeding.
10.6.2.
Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of
any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or
in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any
such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process
upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed
by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative,
in any such suit, action or proceeding.
10.6.3.
THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES
ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.
10.6.4.
The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its
reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation
therefor.
10.7. Execution
in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts,
each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall
become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties
hereto. Delivery of a signed counterpart of this Agreement by fax or email/.pdf transmission shall constitute valid and sufficient delivery
thereof.
10.8. Waiver,
Etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed
or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or
the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance
or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by
the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or
non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.
10.9. No
Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with
the Offering. The Company further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely
by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible
as a fiduciary to the Company, its management, stockholders, creditors or any other person in connection with any activity that the Underwriters
may undertake or have undertaken in furtherance of the Offering, either before or after the date hereof. The Underwriters hereby expressly
disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement
or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company
and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions,
and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to
any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations
to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have
against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with
the transactions contemplated by this Agreement or any matters leading up to such transactions.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
If
the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided
below for that purpose, whereupon this letter shall constitute a binding agreement between us.
Very
truly yours,
NOCTURNE
ACQUISITION CORPORATION
| By: |
/s/
Henry Monzon |
|
| Name: |
Henry
Monzon |
|
| Title: |
Chief
Executive Officer |
|
Agreed
to and accepted on the date first above written.
CHARDAN
CAPITAL MARKETS, LLC, as Representative of the several Underwriters
| By: |
/s/
George Kaufman |
|
| Name: |
George
Kaufman |
|
| Title: |
Partner
and Head of Investment Banking |
|
SCHEDULE
A
NOCTURNE
ACQUISITION CORPORATION
| Underwriter | |
Number of
Firm Units
to be
Purchased | |
| Chardan Capital Markets, LLC | |
| 9,950,000 | |
| B. Riley Securities, Inc. | |
| 50,000 | |
| TOTAL | |
| 10,000,000 | |
EXHIBIT
A
Form
of Target Business Letter
Nocturne
Acquisition Corporation
7244
Carrizo Drive,
La
Jolla, CA 92037
Attn:
Henry Monzon
Attn:
Henry Monzon
Gentlemen:
Reference
is made to the Final Prospectus of Nocturne Acquisition Corporation (the “Company”), dated [______], 2021 (the “Prospectus”).
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus.
We
have read the Prospectus and understand that the Company has established a “trust account”, initially in an amount of at
least $101,000,000 for the benefit of the “public stockholders” and the underwriters of the Company’s initial public
offering (the “Underwriters”) and that, except for (i) interest earned on the trust account that may be released to the Company
to pay any taxes it incurs, and (ii) interest earned by the trust account that may be released to the Company from time to time to fund
the Company’s working capital and general corporate requirements, proceeds in the trust account will not be released until (a)
the consummation of a Business Combination, or (b) the dissolution and liquidation of the Company if it is unable to consummate a Business
Combination within the allotted time.
For
and in consideration of the Company agreeing to evaluate the undersigned for purposes of consummating a business combination or other
form of acquisition with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or
to any monies in the trust account (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or
arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the trust account for any
reason whatsoever.
Print
Name of Target Business
Authorized
Signature of Target Business
EXHIBIT
B
Form
of Vendor Letter
Nocturne
Acquisition Corporation
7244
Carrizo Drive,
La
Jolla, CA 92037
Attn:
Henry Monzon
Gentlemen:
Reference
is made to the Final Prospectus of Nocturne Acquisition Corporation (the “Company”), dated [______], 2021 (the “Prospectus”).
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus.
We
have read the Prospectus and understand that the Company has established a “trust account”, initially in an amount of at
least $101,000,000 for the benefit of the “public stockholders” and the underwriters of the Company’s initial public
offering (the “Underwriters”) and that, except for (i) interest earned on the trust account that may be released to the Company
to pay any taxes it incurs, and (ii) interest earned by the trust account that may be released to the Company from time to time to fund
the Company’s working capital and general corporate requirements, proceeds in the trust account will not be released until (a)
the consummation of a Business Combination, or (b) the dissolution and liquidation of the Company if it is unable to consummate a Business
Combination within the allotted time.
For
and in consideration of the Company agreeing to use the products or services of the undersigned, the undersigned hereby agrees that it
does not have any right, title, interest or claim of any kind in or to any monies in the trust account (the “Claim”) and
hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the
Company and will not seek recourse against the trust account for any reason whatsoever.
Print
Name of Vendor
Authorized
Signature of Vendor
EXHIBIT
C
Form
of Director/Officer Letter
Nocturne
Acquisition Corporation
7244
Carrizo Drive,
La
Jolla, CA 92037
Attn:
Henry Monzon
Gentlemen:
The
undersigned officer or director of Nocturne Acquisition Corporation (the “Company”) hereby acknowledges that the Company
has established the “trust account”, initially in an amount of at least $101,000,000 for the benefit of the “public
stockholders” and the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except
for (i) interest earned on the trust account that may be released to the Company to pay any taxes it incurs, and (ii) interest earned
by the trust account that may be released to the Company from time to time to fund the Company’s working capital and general corporate
requirements, proceeds in the trust account will not be released until (a) the consummation of a Business Combination, or (b) the dissolution
and liquidation of the Company if it is unable to consummate a Business Combination within the allotted time.
The
undersigned hereby agrees that, except for its liquidation rights with respect to any Units and/or shares of Common Stock acquired in
the Offering or in the aftermarket, it does not have any right, title, interest or claim of any kind in or to any monies in the trust
account (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any contracts
or agreements with the Company and will not seek recourse against the trust account for any reason whatsoever.
Notwithstanding
the foregoing, such waiver shall not apply to any shares acquired by the undersigned in the public market.
Print
Name of Officer/Director
Signature
of Officer/Director
C-1
