Exhibit 1.1
TCV Acquisition Corp.
35,000,000 Class A Ordinary Shares1
UNDERWRITING AGREEMENT
New York, New York
[●], 2021
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282-2198
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
As Representatives of the several underwriters
listed
in Schedule I hereto (the “Underwriters”)
Ladies and Gentlemen:
TCV Acquisition Corp.,
a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters named
in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”),
an aggregate of 35,000,000 Class A Ordinary Shares (the “Firm Shares”), par value $0.0001 per share (the “Offering”).
The Company also proposes to grant to the Underwriters an option to purchase up to 5,000,000 additional Ordinary Shares to cover
over-allotments (the “Option Shares”; the Option Shares, together with the Firm Shares, being hereinafter called
the “Shares”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term
Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural
as the context requires. Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 22 hereof.
As used herein, the term “Initial Business Combination” (as described more fully in the Registration Statement)
shall mean any merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination
with one or more businesses or entities (collectively, a “Target Business”)
Pursuant to the Securities
Subscription Agreement, dated January 29, 2021 (the “Securities Subscription Agreement”), the Company issued
to TCV Acquisition Holdings, L.P., (the “Sponsor”) an aggregate of 10,000,000 Class B Ordinary Shares, par value $0.0001
per share (such shares, as well as the Ordinary Shares issuable upon conversion thereof, where applicable, the “Founder
Shares”) in a private placement for an aggregate purchase price of $25,000 in cash. Up to 1,250,000 of the Founder Shares
held by the Sponsor are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option.
The Company has entered
into a Private Placement Shares Purchase Agreement, dated as of the date hereof (the “Private Placement Shares Purchase
Agreement”) with the Sponsor, a form of which is filed as an exhibit to the Registration Statement, pursuant to which
the Sponsor has agreed to purchase from the Company an aggregate of 1,000,000 Ordinary Shares (or up to 1,100,000 Ordinary Shares
depending on the extent to which the Underwriters exercise their right to purchase Option Shares), each entitling the holder to
purchase one Share (the “Private Placement Shares”) at a price of $10.00 per share ($10,000,000 in the aggregate,
or $11,000,000 in the aggregate if the Underwriters exercise their right to purchase Option Shares in full) in a private placement
that will occur simultaneously with the consummation of the Offering. The Private Placement Shares are substantially similar to
the Firm Shares, except as described in the Prospectus.
| 1 |
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Plus an option to purchase from the Company up to 5,000,000 additional Ordinary Shares
to cover over-allotments, if any. |
The Company has issued
a non-interest bearing, unsecured promissory note for an aggregate amount of $300,000 to the Sponsor in substantially the form
filed as an exhibit to the Registration Statement (the “Promissory Note”), in exchange for the payment of the
equivalent amount by the Sponsor to the Company. These monies have been used to cover expenses relating to the Offering. The Promissory
Note will be payable on the earlier to occur of December 31, 2021 or the date of the consummation of the Offering.
The Company will
enter into a Registration and Shareholder Rights Agreement, dated as of the Closing Date, in substantially the form filed as an
exhibit to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has
granted certain registration rights in respect of the Founder Shares and the Private Placement Shares.
The Company will
cause the Sponsor and each of the Company’s directors, director nominees, and executive officers to enter into a letter agreement,
dated as of the Closing Date, in substantially the form filed as an exhibit to the Registration Statement (the “Insider
Letter”).
1. Representations
and Warranties.
(a) The
Company represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1(a).
(1) Effectiveness
of Registration Statement. The Company has prepared and filed with the Commission the Registration Statement (file number 333-
) on Form S-1 (the “Registration Statement”), including the related Preliminary Prospectus, for registration
under the Act of the offering and sale of the Shares. Such Registration Statement, including any amendments thereto filed prior
to the Execution Time, has become effective. The Company may have filed one or more amendments thereto, including the related Preliminary
Prospectus, each of which has previously been furnished to the Representatives. The Company will file with the Commission the Prospectus
in accordance with Rule 424(b). As filed, such Prospectus shall contain all information required by the Act and, except to the
extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished
to the Representatives prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such
specific additional information and other changes (beyond that contained in the Statutory Prospectus) as the Company has advised
the Representatives, prior to the Execution Time, will be included or made therein. The Company has complied to the Commission’s
satisfaction with all requests of the Commission for additional or supplemental information.
(2) Effective
Date. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule
424(b) and on the Closing Date and on any date on which Option Shares are purchased, if such date is not the Closing Date (a “settlement
date”), the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements
of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any 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 not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and any settlement
date, the Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that the Company makes no representations or warranties as to the information
contained in or omitted from the Registration Statement, or the Prospectus (or any supplement thereto) in reliance upon and in
conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives
specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and
agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b)
hereof.
(3) Execution
Time. At the Execution Time, the Statutory Prospectus, each road show when taken together as a whole with the Statutory Prospectus,
and any individual Written Testing-the-Waters Communication (as defined below), when taken together as a whole with the Statutory
Prospectus, does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however,
that the Company makes no representations or warranties as to the information contained in or omitted from the Statutory Prospectus
in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through
the Representatives specifically for inclusion in the Statutory Prospectus, it being understood and agreed that the only such information
furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.
(4) Compliance
with Exchange Act. The Company has filed with the Commission a Form 8-A (file number 001-[ ]) providing for the registration
under the Exchange Act of the Shares. The registration of such securities under the Exchange Act has been declared effective by
the Commission on or prior to the date of this Agreement. The Shares have been authorized for listing, subject to official notice
of issuance and evidence of satisfactory distribution, on the Nasdaq Capital Market, and the Company knows of no reason or set
of facts that is likely to adversely affect such authorization.
(5) No
Stop Orders, Etc. Neither the Commission nor, to the Company’s knowledge, any state regulatory authority has issued any
order or threatened to issue any order preventing or suspending the effectiveness of the Registration Statement or the use of any
Preliminary Prospectus, the Prospectus or any part thereof, or has instituted or, to the Company’s knowledge, threatened
to institute any proceedings with respect to such an order including, without limitation, pursuant to Section 8A of the Act.
(6) Disclosure
of Agreements. The agreements and documents described in the Statutory Prospectus, the Registration Statement and the Prospectus
conform in all material respects to the descriptions thereof contained therein. There is no franchise, contract or other document
of a character required to be described in the Registration Statement, the Statutory Prospectus or the Prospectus, or to be filed
as an exhibit to the Registration Statement, which is not described or filed as required (and the Statutory Prospectus contains
in all material respects the same description of the foregoing matters contained in the Prospectus); and the statements in the
Statutory Prospectus and the Prospectus under the headings “Principal Shareholders,” “Certain Relationships and
Related Party Transactions,” and “Description of Securities,” insofar as such statements summarize legal matters,
agreements, documents or proceedings discussed therein, are in all material respects accurate and fair summaries of such legal
matters, agreements, documents or proceedings. There are no business relationships or related party transactions involving the
Company or any other person required by the Act to be described in the Registration Statement or Prospectus that have not been
described as required.
(7) Capitalization.
The Company’s authorized equity capitalization is as set forth in the Statutory Prospectus, the Registration Statement and
the Prospectus. The share capital of the Company conforms in all material respects to the description thereof contained in the
Statutory Prospectus, the Registration Statement and the Prospectus.
(8) Outstanding
Securities. All issued and outstanding securities of the Company have been duly and validly authorized and issued and are fully
paid and non-assessable; 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 offers and sales of the outstanding Ordinary Shares were
at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the
representations and warranties of the purchasers of such Ordinary Shares, exempt from such registration requirements. The holders
of outstanding securities of the Company are not entitled to preemptive or other rights to subscribe for the Shares arising by
operation of law or under the Company’s Amended and Restated Memorandum and Articles of Association (as amended from time
to time, the “Amended and Restated Memorandum and Articles of Association”); and, except as set forth in the
Registration Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements
or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares or other ownership
interests in the Company are outstanding.
(9) Shares
Sold Pursuant to this Agreement.
(i) The
Shares have been duly authorized and when issued and delivered against payment therefor by the Underwriters pursuant to this Agreement
and the Amended and Restated Memorandum and Articles of Association, will be validly issued as fully paid and non-assessable. The
holders of such Shares are not and will not be subject to personal liability by reason of being such holders; such Shares are not
and will not be subject to any preemptive or other similar contractual rights granted by the Company.
(10) Registration
Rights of Third Parties. Except as set forth in the Registration Statement, Statutory Prospectus and the Prospectus, no holders
of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have
the right to require the Company to register any such securities of the Company under the Act or to include any such securities
in a registration statement to be filed by the Company.
(11) Prior
Securities Transactions.
(i) 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 from its inception through and including the date hereof, except as disclosed
in the Registration Statement, the Statutory Prospectus or the Prospectus.
(ii) Neither
the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities that are required
to be “integrated” pursuant to the Act with the offer and sale of the Shares pursuant to the Registration Statement.
(12) Shares
Sold to Founders, Sponsor and Insiders. The Founder Shares have been duly authorized and are validly issued, fully paid and,
except with respect to the forfeiture of certain Founder Shares as described in the Registration Statement upon the failure by
the Underwriters to purchase any or all of the Option Shares, non-assessable. The Private Placement Shares have been duly authorized
and, when delivered, will be duly issued and delivered, and will constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency,
or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general
applicability.
Each of the
Sponsor and the Company’s executive officers and directors have agreed to: (a) waive their redemption rights with respect
to any Founder Shares, Private Placement Shares and Ordinary Shares sold a in the Offering (the “Public Shares”)
held by them in connection with the completion of an Initial Business Combination; (b) waive their redemption rights with respect
to any Founder Shares, Private Placement Shares and Public Shares held by them in connection with a shareholder vote to approve
an amendment to the Amended and Restated Memorandum and Articles of Association to modify the substance or timing of the Company’s
obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100%
of its Public Shares if the Company has not consummated an Initial Business Combination within the time period set forth in the
Amended and Restated Memorandum and Articles of Association; (c) waive their rights to liquidating distributions from the Trust
Account with respect to any Founder Shares and Private Placement Shares held by them if the Company fails to complete an Initial
Business Combination within the time period set forth in the Amended and Restated Memorandum and Articles of Association (although
they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares held by them if the
Company fails to complete an Initial Business Combination within the time period set forth in the Amended and Restated Memorandum
and Articles of Association); and (d) vote any Founder Shares, Private Placement Shares and any Public Shares held by them in favor
of an initial Business Combination if the Company submits an Initial Business Combination to its public shareholders for a vote.
(13) Due
Incorporation; Power and Authority. The Company has been duly incorporated and is validly existing as an exempted company in
good standing under the laws of the Cayman Islands with full corporate power and authority to own or lease, as the case may be,
and to operate its properties and conduct its business as described in the Statutory Prospectus and the Prospectus.
(14) Validity
and Binding Effect of Agreements.
(i) This
Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy,
insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles
of general applicability.
(ii) On
the Closing Date, the Trust Agreement will be duly authorized, executed and delivered by the Company and will be a valid and binding
agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may
be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and
by equitable principles of general applicability.
(iii) [Reserved]
(iv) The
Private Placement Shares Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s
knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor,
enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability
thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time
in effect and by equitable principles of general applicability.
(v) On
the Closing Date, the Registration Rights Agreement will be duly authorized, executed and delivered by the Company and will be
a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability
thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time
in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions
of the Registration Rights Agreement may be unenforceable.
(vi) On
the Closing Date, the Insider Letter, to the knowledge of the Company, will be duly authorized, executed and delivered by the Sponsor
and each of the Company’s directors and executive officers, respectively, and will be a valid and binding agreement of the
Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each
of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability
thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time
in effect and by equitable principles of general applicability.
(vii) The
Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement
of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited
by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable
principles of general applicability.
(15) Consents,
Approvals, Etc. No consent, approval, authorization, filing with or order of any court or governmental agency or body is required
in connection with the transactions contemplated herein or in the Trust Agreement, the Securities Subscription Agreement, the Private
Placement Shares Purchase Agreement, the Registration Rights Agreement, or the Insider Letter, except for the registration under
the Act and the Exchange Act of the Shares, and such as may be required under the state securities or blue sky laws of any jurisdiction
in connection with the purchase and distribution of the Shares by the Underwriters in the manner contemplated herein and in the
Registration Statement, Statutory Prospectus and the Prospectus.
(16) No
Breach or Violation. Neither the issue and sale of the Shares nor the consummation of any other of the transactions herein
contemplated nor the fulfillment of the terms hereof or of the Trust Agreement, the Securities Subscription Agreement, the Private
Placement Shares Purchase Agreement, the Registration Rights Agreement, or the Insider Letter will conflict with, result in a breach
or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to (i) the
Amended and Restated Memorandum and Articles of Association, (ii) the terms of any indenture, contract, lease, mortgage, deed of
trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is
a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable
to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction
over the Company or any of its properties; except in the case of clauses (ii) and (iii) above for any such conflict, breach or
violation that would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the condition
(financial or otherwise), prospects, earnings, business or properties of the Company, taken as a whole, whether or not arising
from transactions in the ordinary course of business (a “Material Adverse Effect”) and that would not, individually
or in the aggregate, have a Material Adverse Effect on the ability of the Underwriters to consummate the transactions contemplated
by this Agreement.
(17) No
Conflicts, Etc. The Company is not in violation or default of (i) any provision of its Amended and Restated Memorandum and
Articles of Association, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement
or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject,
or (iii) any statute, law, rule, regulation, or judgment, order or decree of any court, regulatory body, administrative agency,
governmental body, arbitrator or other authority having jurisdiction over the Company; except in the case of clauses (ii) and (iii)
above for any such conflict, breach or violation that would not, individually or in the aggregate, be reasonably expected to have
a Material Adverse Effect.
(18) Investment
Company Act. The Company is not and, after giving effect to the Offering and the application of the proceeds thereof as described
in the Statutory Prospectus and the Prospectus, will not be required to register as an “investment company” as defined
in the Investment Company Act of 1940, as amended (the “Investment Company Act”) and the rules and regulations
of the Commission thereunder.
(19) Financial
Statements. The financial statements, including the notes thereto and the supporting schedules, if any, of the Company included
in the Statutory Prospectus, the Prospectus and the Registration Statement present fairly the financial condition, results of operations
and cash flows of the Company as of the dates and for the periods indicated, comply as to form with the applicable accounting requirements
of the Act and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout
the periods involved (except as otherwise noted therein). There are no pro forma or as adjusted financial statements that are required
to be included in the Statutory Prospectus, the Prospectus and the Registration Statement in accordance with Regulation S-X that
have not been included as so required.
(20) Off-Balance
Sheet Arrangements. The Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent
obligations), or other relationships 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.
(21) Other
Data. The statistical, industry-related and market-related data included in the Registration Statement, the Statutory Prospectus
and the Prospectus, if any, are based on or derived from sources that the Company reasonably and in good faith believes are reliable
and accurate, and such data agree with the sources from which they are derived.
(22) Independent
Accountants. Marcum LLP (“Marcum”) are independent public accountants with respect to the Company within
the meaning of the Act and the applicable published rules and regulations thereunder and the Public Company Accounting Oversight
Board (including the rules and regulations promulgated by such entity). Marcum has not, during the periods covered by the financial
statements included in the Statutory Prospectus, the Prospectus and the Registration Statement, provided to the Company any non-audit
services, as such term is used in Section 10A(g) of the Exchange Act.
(23) Disclosure
Controls and Procedures. The Company maintains effective “disclosure controls and procedures” (as defined in Rule
13a-15(e) of the Exchange Act) to the extent required by such rule.
(24) Sarbanes-Oxley.
Solely to the extent that the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated by the Commission
thereunder (the “Sarbanes-Oxley Act”) have been applicable to the Company, there is and has been no failure
on the part of the Company to comply with any applicable provision of the Sarbanes-Oxley Act. The Company has taken all necessary
actions to ensure that it is in compliance with all provisions of the Sarbanes-Oxley Act that are in effect and with which the
Company is required to comply and is making commercially reasonable efforts to ensure that it will be in compliance with other
provisions of the Sarbanes-Oxley Act not currently in effect or which will become applicable to the Company.
(25) Transfer
Taxes. There are no transfer, stamp, issue, registration, documentary or other similar taxes, duties, fees or charges under
U.S. federal law or the laws of any state, or any political subdivision thereof, or under the laws of any non-U.S. jurisdiction,
required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale by the Company of the
Shares.
(26) Ownership.
The Company owns or leases all such properties as are necessary to the conduct of its operations as presently conducted.
(27) Litigation;
Government Proceedings. No action, suit or proceeding by or before any court or governmental agency, authority or body or any
arbitrator involving the Company, or to the Company’s knowledge, the Sponsor, or any executive officer or director of the
Company, or its or their property is pending or, to the knowledge of the Company, threatened that (i) would reasonably be expected
to have a material adverse effect on the performance of this Agreement or the consummation of any of the transactions contemplated
hereby or (ii) would reasonably be expected to have a Material Adverse Effect, except as set forth in or contemplated in the Statutory
Prospectus and the Prospectus (exclusive of any amendment or supplement thereto).
(28) Tax
Returns. The Company has filed all U.S. federal, state, local and non-U.S. tax returns required to be filed through the date
hereof and has paid all taxes required to be paid thereon, and no tax deficiency has been determined adversely to the Company (nor
does the Company have any notice or knowledge of any tax deficiency which could reasonably be expected to be determined adversely
to the Company), except in each case as would not reasonably be expected to have a Material Adverse Effect.
(29) Licenses
and Permits. The Company possesses all licenses, certificates, permits and other authorizations issued by the appropriate U.S.
federal, state or foreign regulatory authorities necessary to conduct its business, and the Company has not received any notice
of proceedings relating to the revocation or modification of any such license, certificate, authorization or permit which, singly
or in the aggregate, would reasonably be expected to have a Material Adverse Effect, whether or not arising from transactions in
the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive
of any supplement thereto).
(30) Stabilization.
The Company has not taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be
expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security
of the Company to facilitate the sale or resale of the Shares.
(31) Certain
Regulatory Matters.
(i) Foreign
Corrupt Practices Act. Neither the Company, the Sponsor, nor, to the knowledge of the Company, any director, director nominee,
executive officer, agent, employee, affiliate or other person acting on behalf of the Company or the Sponsor is aware of or has
taken any action, directly or indirectly, that could result in a violation or a sanction for violation by such persons of the Foreign
Corrupt Practices Act of 1977 or the U.K. Bribery Act 2010, each as may be amended, or similar law of any other relevant jurisdiction,
or the rules or regulations thereunder; and the Company has instituted and maintains policies and procedures to ensure compliance
therewith. No part of the proceeds of the Offering will be used, directly or indirectly, in violation of the Foreign Corrupt Practices
Act of 1977 or the U.K. Bribery Act 2010, each as may be amended, or similar law of any other relevant jurisdiction, or the rules
or regulations thereunder.
(ii) Money
Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with applicable financial
recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related
or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money
Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body
or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company,
threatened.
(iii) OFAC.
Neither the Company, nor, to the knowledge of the Company, the Sponsor nor any director, director nominee, executive officer, agent,
employee or affiliate of the Company or any director, officer, agent, employee or affiliate of the Sponsor (i) is, or is controlled
or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the
subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of
Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security
of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union
(including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions
authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such
person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or
whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned
Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account),
directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any
subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions
by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating
in the Offering, whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed
to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Sponsor has engaged in
any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding
3 years, nor does the Company or any Sponsor have any plans to engage in dealings or transactions with or for the benefit of a
Sanctioned Person, or with or in a Sanctioned Country.
(iv) Bank
Secrecy Act; Money Laundering; Patriot Act. None of the Company, the Sponsor or any executive officer, director or director
nominee of the Company has violated: (a) the Bank Secrecy Act, as amended, (b) the Money Laundering Laws, or (c) 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.
(32) D&O
Questionnaires. To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”)
completed by each of the Company’s executive officers, director nominees and directors and provided to the Underwriters is
true and correct in all material respects and the Company has not become aware of any information which would cause the information
disclosed in the Questionnaires completed by the Company’s executive officers, director nominees or directors to become inaccurate
and incorrect in any material respect.
(33) Initial
Business Combination. Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, prior
to the date hereof, the Company has not identified any business combination target and it has not, nor has anyone on its behalf,
initiated any substantive discussions, directly or indirectly, with any business combination target.
(34) FINRA
Matters.
(i) Except
as described in the Statutory Prospectus and the Prospectus, there are no claims, payments, arrangements, contracts, agreements
or understandings relating to the payment of a brokerage commission or finder’s, consulting, origination or similar fee by
the Company, the Sponsor or any executive officer, director nominee or director of the Company, or their respective affiliates,
with respect to the sale of the Shares hereunder or any other arrangements, agreements or understandings of the Company or, to
the knowledge of the Company, the Sponsor or any executive officer, director nominee or director of the Company, or their respective
affiliates, that may affect the Underwriters’ compensation, as determined by the Financial Industry Regulatory Authority
(“FINRA”).
(ii) The
Company has not made any direct or indirect payments (in cash, securities or any form of “underwriting compensation”
as defined in Rule 5110(j)(22) of FINRA Manual) 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 person that, to the Company’s knowledge, has been accepted by FINRA as a member of FINRA (a “Member”);
or (iii) to any person or entity that, to the Company’s knowledge, has any direct or indirect affiliation or association
with any Member, within the twelve months prior to the Effective Date, other than payments to the Underwriters pursuant to this
Agreement.
(iii) Except
as described in the Statutory Prospectus and the Prospectus, during the FINRA Review Period (as defined in Rule 5110(j)(20) of
the FINRA Manual), no Member and/or any person associated or affiliated with a Member has provided any investment banking, financial
advisory and/or consulting services to the Company.
(iv) Except
as disclosed in the FINRA questionnaires provided to the Representatives, to the Company’s knowledge, no executive officer,
director, director nominee or any other 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 or a person associated or affiliated with a Member.
(v) Except
as disclosed in the FINRA questionnaires provided to the Representatives, to the Company’s knowledge, no Company Affiliate
is an owner of stock or other securities of any Member (other than securities purchased on the open market).
(vi) Except
as described in the Registration Statement, the Statutory Prospectus and the Prospectus, no proceeds from the sale of the Shares
(excluding underwriting compensation as disclosed in the Registration Statement, Statutory Prospectus and the Prospectus) will
be paid by the Company to any Member, or any persons associated or affiliated with a Member.
(vii) 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 FINRA Review Period,
as defined in Rule 5110(j)(20) of the FINRA Manual.
(viii) No
person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date
of the Registration Statement has, to the Company’s knowledge, any relationship or affiliation or association with any Member
intending to participate in the Offering.
(ix) To
the Company’s knowledge, no Member intending to participate in the Offering has a conflict of interest with the Company.
For this purpose, a “conflict of interest” means, in accordance with Rule 5121(f)(5) of the FINRA Manuel, if at the
time of the Member’s participation in the Offering, any of the following applies: (A) the securities are to be issued by
the Member; (B) the Company controls, is controlled by or is under common control with the Member or the Member’s associated
persons; (C) at least 5% of the net offering proceeds, not including underwriting compensation, are intended to be: (i) used to
reduce or retire the balance of a loan or credit facility extended by the Member, its affiliates and its associated persons, in
the aggregate; or (ii) otherwise directed to the Member, its affiliates and associated persons, in the aggregate; or (D) as a result
of the Offering and any transactions contemplated at the time of the Offering: (i) the Member will be an affiliate of the Company;
(ii) the Member will become publicly owned; or (iii) the Company will become a Member or form a broker-dealer subsidiary. “Member
intending to participate in the Offering” includes any associated person of a Member that is participating in the Offering,
any members of such associated person’s immediate family, and any affiliate of a Member that is participating in the Offering.
(35) Non-Competition
Agreements. Except as described in the Statutory Prospectus and the Prospectus, neither the Sponsor, nor to the Company’s
knowledge, any of the directors, director nominees or executive officers of the Company is subject to a non-competition agreement
or non-solicitation agreement with any employer or prior employer which could materially affect his, her or its ability to be and
act in the capacity of shareholder, executive officer or director of the Company, as applicable.
(36) Subsidiaries.
The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other
entity.
(37) Related
Party Transactions. No relationship, direct or indirect, exists between or among any of the Company or any affiliate of the
Company, on the one hand, and the Sponsor or any director, director nominee, executive officer, shareholder, special advisor, customer
or supplier of the Company or any affiliate of the Company, on the other hand, which is required by the Act or the Exchange Act
to be described in the Registration Statement, Statutory Prospectus or the Prospectus which is not described as required. There
are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees
of indebtedness by the Company to or for the benefit of any of the executive officers, director nominees or directors of the Company
or any of their respective family members, except as disclosed in the Registration Statement, Statutory Prospectus and 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.
(38) Free
Writing Prospectus. The Company has not prepared or used a Free Writing Prospectus.
(39) Rule
419. Upon delivery and payment for the Firm Shares on the Closing Date and the filing of the Closing Form 8-K, the Company
will not be subject to Rule 419 under the Act and none of the Company’s outstanding securities will be deemed to be a “penny
stock” as defined in Rule 3a51-1 under the Exchange Act.
(40) Nasdaq’s
Listing Standards. There is and has been no failure on the part of the Company or, to the knowledge of the Company, any of
the Company’s executive officers or directors, in their capacities as such, to comply with (as and when applicable), and
immediately following the Effective Date the Company will be in compliance with, the requirements of Nasdaq Marketplace Rules IM-5605.
Further, there is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Company’s
executive officers or directors, in their capacities as such, to comply with (as and when applicable), and immediately following
the Effective Date the Company will be in compliance with, the phase-in requirements and all other provisions of the Nasdaq Stock
Market LLC corporate governance requirements set forth in the Nasdaq Marketplace Rules.
(41) Emerging
Growth Company. From the time of the initial confidential submission of the Registration Statement to the Commission (or, if
earlier, the first date on which the Company engaged directly or through any person authorized to act on its behalf in any Testing-the-Waters
Communication) through the Execution Time, the Company has been and is an “emerging growth company,” as defined in
Section 2(a) of the Act (an “Emerging Growth Company”). “Testing-the-Waters Communication” means
any oral or written communication with potential investors undertaken in reliance on Section 5(d) or Rule 163B of the Act.
(42) Testing-the-Waters.
The Company (i) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with
the consent of the Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under
the Act or institutions that are accredited investors within the meaning of Rule 501 under the Act and (ii) has not authorized
anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives
have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any
Written Testing-the-Waters Communications other than those listed on Schedule III hereto. “Written Testing-the-Waters
Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule
405 under the Act.
Any certificate signed
by any officer of the Company and delivered to the Representatives or counsel for the Underwriters in connection with the Offering
shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.
2. Purchase
and Sale.
(a) Subject
to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell
to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price
of $9.80 per Share, the amount of the Firm Shares set forth opposite such Underwriter’s name in Schedule I hereto.
(b) Subject
to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Company hereby grants
an option to the several Underwriters to purchase, severally and not jointly, up to 5,000,000 Option Shares at the same purchase
price per Share as the Underwriters shall pay for the Firm Shares. This option may be exercised only to cover over-allotments in
the sale of the Firm Shares by the Underwriters. This option may be exercised in whole or in part at any time on or before the
45th day after the date of the Prospectus upon written or telegraphic notice by the Representatives to the Company setting forth
the number of Option Shares as to which the several Underwriters are exercising the option and the settlement date. Each Underwriter
shall purchase the same percentage of the total number of Option Shares to be purchased by the several Underwriters as such Underwriter
is purchasing of the Firm Shares, subject to such adjustments as the Representatives in its absolute discretion shall make to eliminate
any fractional shares.
(c) In
addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section
2(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Share (for both Firm
Shares and Option Shares) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid
directly to the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account by
wire transfer if and when the Company consummates an Initial Business Combination in the same percentages of the total number of
Firm Shares such Representatives purchased as set forth in Schedule I hereto. The Underwriters hereby agree that if no Initial
Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement
are distributed to the holders of the Ordinary Shares sold pursuant to this Agreement (the “Public Shareholders”),
(i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement
is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.
3. Delivery
and Payment.
(a) Delivery
of and payment for the Firm Shares and the Option Shares (if the option provided for in Section 2(b) hereof shall have been exercised
on or before the second Business Day prior to the Closing Date) shall be made at 10:00 a.m., New York City time, on [ ], 2021,
or at such time on such later date at least two Business Days after the foregoing date as the Representatives shall designate,
which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof
(such date and time of delivery and payment for the Shares being herein called the “Closing Date”). Delivery
of the Shares shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the
several Underwriters through the Representatives of the purchase price thereof by wire transfer payable in same-day funds to an
account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Firm Shares
and the Option Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the
Representatives shall otherwise instruct.
(b) Payment
for the Firm Shares shall be made as follows: $343,000,000 of the proceeds received by the Company for the Firm Shares, including
$12,250,000 of the Deferred Discount, shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along
with such portion of the gross proceeds of the Private Placement Shares in order for the Trust Account to equal the product of
the number of Shares sold and the public offering price per Share as set forth on the cover of the Prospectus upon delivery to
the Representatives of the Firm Shares through the facilities of DTC or, if the Representatives have otherwise instructed, upon
delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Firm
Shares in each case for the account of the Underwriters. The Firm Shares shall be registered in such name or names and in such
authorized denominations as the Representatives may request in writing at least two Business Days prior to the Closing Date. If
delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Firm
Shares for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver
the Firm Shares except upon tender of payment by the Representatives for all the Firm Shares. Payment by the Underwriters for the
Firm Shares is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Shares at least one Business
Day prior to the Closing Date.
(c) Payment
for the Option Shares shall be made as follows: $9.80 per Option Share (including any Deferred Discount attributable to the Option
Shares), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross
proceeds of the Private Placement Shares in order for the Trust Account to equal the product of the number of Shares sold and the
public offering price per Share as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option
Shares through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives
of certificates (in form and substance satisfactory to the Representatives) representing the Option Shares (or through the facilities
of DTC) for the account of the Underwriters. The Option Shares shall be registered in such name or names and in such authorized
denominations as the Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is
not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Option Shares for
delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option
Shares except upon tender of payment by the Representatives for all the Option Shares. Payment by the Underwriters for the Option
Shares is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Shares at least one Business
Day prior to the applicable settlement date.
(d) If
the option provided for in Section 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company
will deliver the Option Shares (at the expense of the Company) to the Representatives, at c/o Citigroup Global Markets Inc., at
388 Greenwich Street, New York, New York, on the date specified by the Representatives (which shall be within three Business Days
after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters
through the Representatives of the purchase price thereof to the Trust Account as described above in Section 3(c). If settlement
for the Option Shares occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for
the Option Shares, and the obligation of the Underwriters to purchase the Option Shares shall be conditioned upon receipt of, supplemental
opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date
pursuant to Section 6 hereof.
4. Offering
by Underwriters. It is understood that the several Underwriters propose to offer the Shares for sale to the public as set forth
in the Prospectus.
5. Agreements.
The Company agrees with the several Underwriters that:
(a) Filing
of Prospectus; Notice to Representatives; Stop Orders. Prior to the termination of the Offering, the Company will not file
any amendment to the Registration Statement or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the
Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to
which the Representatives reasonably object. The Company will cause the Prospectus, properly completed, and any supplement thereto
to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within
the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Company will
promptly advise the Representatives (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with
the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement or any Written Testing-the-Waters Communication
shall have been filed with the Commission, (ii) when, prior to termination of the Offering, any amendment to the Registration Statement
shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration
Statement, or any Rule 462(b) Registration Statement, or any Written Testing-the-Waters Communications or for any supplement to
the Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that
purpose, including, without limitation, pursuant to Section 8A of the Act, and (v) of the receipt by the Company of any notification
with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the institution or threatening
of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or the
occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or
notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection,
including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its best
efforts to have such amendment or new registration statement declared effective as soon as practicable.
(b) Statutory
Prospectus. If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b), any event occurs as a result of
which the Statutory Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein in the light of the circumstances under which they were made at such time not misleading, the Company
will (i) notify promptly the Representatives so that any use of the Statutory Prospectus may cease until it is amended or supplemented;
(ii) amend or supplement the Statutory Prospectus to correct such statement or omission; and (iii) supply any amendment or supplement
to you in such quantities as you may reasonably request.
(c) Amendment
to Prospectus. If, at any time when a prospectus relating to the Shares is required to be delivered under the Act (including
in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Prospectus
as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make
the statements therein in the light of the circumstances under which they were made at such time not misleading, or if it shall
be necessary to amend the Registration Statement or supplement the Prospectus to comply with the Act or the rules thereunder, the
Company promptly will (i) notify the Representatives of any such event; (ii) prepare and file with the Commission, subject to the
second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or
effect such compliance; and (iii) supply any supplemented Prospectus to you in such quantities as you may reasonably request.
(d) Delivery
of Earnings Statements. As soon as practicable, the Company will make generally available to its security holders and to the
Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section
11(a) of the Act and Rule 158.
(e) Delivery
of Documents. The Company will furnish to the Representatives and counsel for the Underwriters, without charge, signed copies
of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without
exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in
circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the
Prospectus and any supplement thereto as the Representatives may reasonably request. The Company will pay the expenses of printing
or other production of all documents s relating to the Offering.
(f) Qualification
of Shares. The Company will arrange, if necessary, for the qualification of the Shares for sale under the laws of such jurisdictions
as the Representatives may designate and will maintain such qualifications in effect so long as required for the distribution of
the Shares; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where
it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising
out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject.
(g) Lock-Up.
The Company will not, without the prior written consent of the Representatives, offer, sell, contract to sell, lend, pledge, hedge
or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition
(whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate
of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the
filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase
a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange
Act with respect to, any other Shares, Ordinary Shares, warrants or any securities convertible into, or exercisable, or exchangeable
for, Ordinary Shares or publicly announce an intention to effect any such transaction during the period commencing on the date
hereof and ending 180 days after the date of this Agreement; provided, however, that the Company may (1) issue and sell the Private
Placement Shares, (2) issue and sell the Option Shares on exercise of the option provided for in Section 2(b) hereof, (3)
issue Ordinary Shares or any securities convertible into, or exchangeable for, Ordinary Shares in connection with a Business Combination,
and (4) register with the Commission pursuant to and in accordance with the terms of the Registration Rights Agreement, the resale
of the Founder Shares and the Private Placement Shares.
(h) No
Stabilization or Manipulation. The Company will not take, directly or indirectly, any action designed to or that would constitute
or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation
of the price of any security of the Company to facilitate the sale or resale of the Shares.
(i) Payment
of Expenses. The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing
or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto),
each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction)
and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration
Statement, each Preliminary Prospectus, the Prospectus and all amendments or supplements to any of them, as may, in each case,
be reasonably requested for use in connection with the offering and sale of the Shares; (iii) the preparation, printing, authentication,
issuance and delivery of certificates, if any, for the Shares, including any stamp or transfer taxes in connection with the original
issuance and sale of the Shares; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or
documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Shares under the Exchange
Act and the listing of the Shares on the Nasdaq Capital Market; (vi) the printing and delivery of a preliminary blue sky memorandum,
any registration or qualification of the Shares for offer and sale under the securities or blue sky laws of the several U.S. States
(including filing fees and the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration
and qualification); (vii) any filings required to be made with FINRA (including filing fees and up to $25,000 for the reasonable
and documented fees and expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other
expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective
purchasers of the Shares; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including
local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of
its obligations hereunder.
(j) Use
of Free Writing Prospectus. The Company agrees that it will not make any offer relating to the Shares that would constitute
an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule
405) required to be filed by the Company with the Commission or retained by the Company under Rule 433.
(k) Maintenance
of Registration. For a period of at least 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 commercially reasonable efforts to maintain the registration of
the Shares and Ordinary Shares under the provisions of the Exchange Act, except after giving effect to a going private transaction
after the completion of an Initial Business Combination. The Company will not deregister the Shares or Ordinary Shares under the
Exchange Act (except in connection with a going private transaction after the completion of an Initial Business Combination) without
the prior consent of the Representatives.
(l) Form
8-K. The Company shall, on the date hereof, retain its independent registered public accounting firm to audit the balance sheet
of the Company as of the Closing Date (the “Audited Balance Sheet”) reflecting the receipt by the Company of
the proceeds of the Offering on the Closing Date. As soon as the Audited Balance Sheet becomes available, the Company shall promptly,
but not later than four Business Days after the Closing Date, file the Closing Form 8-K with the Commission, which shall contain
the Company’s Audited Balance Sheet. Additionally, if not disclosed on the Closing Form 8-K, upon the Company’s receipt
of the proceeds from the exercise of all or any portion of the option provided for in Section 2(b) hereof, the Company shall
promptly, but not later than four Business Days after the receipt of such proceeds, file a Current Report on Form 8-K with the
Commission, which report shall disclose the Company’s sale of the Option Shares and its receipt of the proceeds therefrom.
(m) Review
of Financial Statements. For a period commencing on the Effective Date and ending at least five (5) years from the date of
the consummation of the Initial Business Combination or until such earlier time at which the Company is required to be liquidated
or the Ordinary Shares cease to be publicly traded, the Company, at its expense, shall cause its regularly engaged independent
registered public accounting firm to review (but not audit) the Company’s financial statements for each of the first three
fiscal quarters prior to the announcement of quarterly financial information, the filing of the Company’s Form 10-Q quarterly
report and the mailing, if any, of quarterly financial information to shareholders.
(n) Publicly
Available Statements and Reports. For a period of five (5) years from the Effective Date or until such earlier time that the
Company is required to be liquidated or the Ordinary Shares cease to be publicly traded, the Company will furnish to the Representatives
such copies of 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 such additional documents and information with respect to the Company as the Representatives
may from time to time reasonably request. Any financial statements and reports filed on the Commission’s EDGAR website or
otherwise available on the Company’s website will be considered furnished for purposes of this section.
(o) Affiliate
Transactions. Except as disclosed in the Registration Statement, the Company shall not pay the Sponsor, any of the Company’s
directors or executive officers, any special advisor, or any of the Company’s or their respective affiliates any fees or
compensation of any kind (including finder’s and consulting fees reimbursement, monies in respect of any payment of a loan
or other compensation paid by the Company to the Sponsor, the Company’s executive officers, directors or any of their respective
affiliates, except as otherwise disclosed in the Registration Statement) for services rendered to the Company prior to, or in connection
with, the consummation of the Initial Business Combination.
(p) Net
Proceeds. The Company will apply the net proceeds from the Offering and the sale of the Private Placement Shares received by
it in a manner consistent with the applications described under the caption “Use of Proceeds” in the Statutory Prospectus
and the Prospectus.
(q) Notice
to FINRA.
(1) For
a period of 60 days following the Effective Date, in the event any Member is engaged to assist the Company in its search for a
merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking,
financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via
a FINRA submission), the Representatives and its counsel a notification prior to entering into the agreement or transaction relating
to a potential Initial Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete
details of all such services and copies of all agreements governing such services; and (iii) justification as to why the value
received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that
proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as
applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption
of shares held by its shareholders or for soliciting shareholder approval, as applicable.
(2) The
Company shall advise FINRA, the Representatives and its counsel if it is aware that any 10% or greater shareholder of the Company
becomes an affiliate or associated person of a Member participating in the distribution of the Company’s Shares.
(r) Investment
Company. The Company shall cause the proceeds of the Offering and the sale of Private Placement Shares to be held in the Trust
Account to be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940 having a maturity of 185 days or less or in money market funds meeting certain conditions under
Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as set
forth in the Trust Agreement and disclosed in the Statutory Prospectus and the Prospectus. The Company will otherwise conduct its
business in a manner so that it will not become subject to the Investment Company Act. Furthermore, once the Company consummates
the Initial Business Combination, it will be engaged in a business other than that of investing, reinvesting, owning, holding or
trading securities.
(s) [Reserved]
(t) Issuance
of Shares. Prior to the consummation of the Initial Business Combination or the liquidation of the Trust Account, the Company
shall not issue any Ordinary Shares, warrants or any options or other securities convertible into Ordinary Shares, or any shares
of preferred stock, in each case, which participate in any manner in the Trust Account or which vote as a class with the Ordinary
Shares on an Initial Business Combination.
(u) Independent
Director Review of Expenses. Prior to the consummation of the Initial Business Combination or the liquidation of the Trust,
the Company shall cause its Board of Directors to review and approve all payments made to the Sponsor, any of the Company’s
directors or executive officers, any special advisor, or any of the Company’s or their respective affiliates, with any interested
directors abstaining from such review and approval.
(v) 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 the Initial 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.
(w) Internal
Controls. The Company will maintain “disclosure controls and procedures” (as defined under Rule 13a-15(e) under
the Exchange Act) and a system of internal accounting controls sufficient to provide reasonable assurances that: (1) transactions
are executed in accordance with management’s general or specific authorization, (2) transactions are recorded as necessary
in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, (3) access
to assets is permitted only in accordance with management’s general or specific authorization, and (4) the recorded accountability
for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(x) Sarbanes-Oxley,
Nasdaq Marketplace Rules. As soon as legally required to do so, the Company and its directors and executive officers, in their
capacities as such, shall take all actions necessary to comply with any applicable provision of the Sarbanes-Oxley Act, including
Section 402 related to loans and Sections 302 and 906 related to certifications, and to comply with the Nasdaq Marketplace Rules.
(y) No
Violation of Amended and Restated Memorandum and Articles of Association. The Company shall not take any action or omit to
take any action that would cause the Company to be in breach or violation of its Amended and Restated Memorandum and Articles of
Association.
(z) [Reserved]
(aa) Initial
Business Combination.
(1) Trust
Account Waiver Acknowledgment. The Company will seek to have all vendors, service providers (other than independent accountants),
prospective target businesses or other entities with which it does business enter into agreements waiving any right, title, interest
or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Shareholders. If a prospective
target business or vendors, service providers or third party were to refuse to enter into such a waiver, management will perform
an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed
a waiver if management believes that such third party’s engagement would be significantly more beneficial than any alternative.
(2) Initial
Business Combination/Distribution Procedure. The Company may consummate the Initial Business Combination and conduct redemptions
of Ordinary Shares for cash upon consummation of such Initial Business Combination without a shareholder vote pursuant to Rule
13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer
documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption
rights as is required under the Commission’s proxy rules and will provide each shareholder of the Company with the opportunity
prior to the consummation of the Initial Business Combination to redeem the Ordinary Shares held by such shareholder for an amount
of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation
of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the
Private Placement Shares and (y) any interest, divided by (B) the total number of Public Shares then outstanding. In the event
the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at
least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete
the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such
tender offer documents, a shareholder vote is required by law or stock exchange listing requirement in connection with the Initial
Business Combination, or the Company decides to hold a shareholder vote for business or other legal reasons, the Company will submit
such Initial Business Combination to the Company’s shareholders for their approval (“Business Combination Vote”).
The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which
a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s
initial shareholders, executive officers and directors have agreed to vote all of their Founder Shares, Private Placement Shares
and Public Shares in favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of the
Initial Business Combination, the Company will offer to each Public Shareholder holding Ordinary Shares the right to have its shares
redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price
(the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business
Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from
the Offering and the sale of the Private Placement Shares and (2) any interest, divided by (II) the total number of Public Shares
then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted
to approve such Initial Business Combination. If, after seeking and receiving such shareholder approval, the Company elects to
so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders who affirmatively requested such redemption.
Only Public Shareholders holding Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable
tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the
Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any
other holders of securities of the Company in connection therewith. In the event that the Company does not effect an Initial Business
Combination within the time period set forth in the Amended and Restated Memorandum and Articles of Association, the Company will
(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10)
Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000
of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely
extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each
case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other
applicable law. Only Public Shareholders holding Ordinary Shares included in the Shares shall be entitled to receive such redemption
amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares
of the Company. The Company will not propose any amendment to the Amended and Restated Memorandum and Articles of Association to
modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection
with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination
within the time period set forth in the Amended and Restated Memorandum and Articles of Association, unless it provides its public
shareholders with the opportunity to redeem their Class A Ordinary Shares upon approval of any such amendment, as described in
the Statutory Prospectus and Prospectus.
(3) In
the event that the Company desires or is required by an applicable law or regulation to cause an announcement (“Business
Combination Announcement”) to be placed in The Wall Street Journal, The New York Times or any other news or media publication
or outlet or to be made via a public filing with the Commission announcing the consummation of the Initial Business Combination
that indicates that the Underwriters were the underwriters in the Offering, the Company shall supply the Representatives with a
draft of the Business Combination Announcement and provide the Representatives with a reasonable advance opportunity to comment
thereon, subject to the agreement of the Underwriters to keep confidential such draft announcement in accordance with the Representatives’
standard policies regarding confidential information.
(bb) Deferred
Compensation. Upon the consummation of the Initial Business Combination, the Company will cause the Trustee to pay to the Representatives,
on behalf of the Underwriters, the Deferred Discount. Payment of the Deferred Discount will be made out of the proceeds of the
Offering held in the Trust Account. The Underwriters shall have no claim to payment of any interest earned on the portion of the
proceeds held in the Trust Account representing the Deferred Discount. If the Company fails to consummate its Initial Business
Combination within the time period prescribed in the Amended and Restated Memorandum and Articles of Association, the Deferred
Discount will not be paid to the Representatives and will, instead, be included in the liquidation distribution of the proceeds
held in the Trust Account made to the Public Shareholders. In connection with any such liquidation distribution, the Underwriters
will forfeit any rights or claims to the Deferred Discount.
(cc) The Company
will use commercially reasonable efforts to effect and, for a period commencing on the Effective Date and ending at least five
(5) years from the date of the consummation of the Initial Business Combination or until such earlier time at which the liquidation
occurs or the Ordinary Shares cease to be publicly traded, maintain the listing of the Shares and Ordinary Shares on the Nasdaq
Capital Market (or another national securities exchange).
(dd) If at any
time following the distribution of any Written Testing-the-Waters Communication, any event occurs as a result of which such Written
Testing-the-Waters Communication would include any untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein in the light of the circumstances under which they were made at such time not misleading, the Company
will (i) notify promptly the Representatives so that use of the Written Testing-the-Waters Communication may cease until it is
amended or supplemented; (ii) amend or supplement the Written Testing-the-Waters Communication to correct such statement or omission;
and (iii) supply any amendment or supplement to the Representatives in such quantities as may be reasonably requested.
(ee) The Company
will promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to the later
of (a) completion of the distribution of the Shares within the meaning of the Act and (b) completion of the 180-day restricted
period referred to in Section 5(g) hereof.
(ff) Upon the
earlier to occur of the expiration or termination of the Underwriters’ over-allotment option, the Company shall cancel or
otherwise effect the forfeiture of Founder Shares from the Sponsor, in an aggregate amount equal to the number of Founder Shares
determined by multiplying (a) 1,250,000 by (b) a fraction, (i) the numerator of which is 5,000,000 minus the number of Ordinary
Shares purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 5,000,000.
For the avoidance of doubt, if the Underwriters exercise their over-allotment option in full, the Company shall not cancel or otherwise
effect the forfeiture of the Founder Shares pursuant to this subsection.
(gg) The Company
will deliver to the Representatives executed copies of the Trust Agreement, the Securities Subscription Agreement, the Private
Placement Shares Purchase Agreement, the Registration Rights Agreement and the Insider Letter.
6. Conditions
to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Firm Shares and the Option Shares,
as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company contained
herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the
statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its
obligations hereunder and to the following additional conditions:
(a) Filing
of Prospectus; No Stop Order. The Prospectus, and any supplement thereto, have been filed in the manner and within the time
period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act shall
have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order
suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings
for that purpose shall have been instituted or threatened, including, without limitation in each case pursuant to Section 8A of
the Act.
(b) Opinion
of U.S. Counsel for the Company. The Company shall have requested and caused Ropes & Gray LLP, counsel for the Company,
to have furnished to the Representatives its opinions dated the Closing Date and addressed to the Representatives in form and substance
reasonably acceptable to the Representatives.
(c) Opinion
of Cayman Counsel for the Company. The Company shall have requested and caused Maples and Calder (Cayman) LLP, Cayman Islands
counsel for the Company, to have furnished to the Representatives its opinions dated the Closing Date and any settlement date,
as applicable, and addressed to the Representatives in form and substance reasonably acceptable to the Representatives.
(d) Opinion
of Counsel for the Representatives. The Representatives shall have received from Kirkland & Ellis LLP, counsel for the
Underwriters, such opinion or opinions, dated the Closing Date and addressed to the Representatives, with respect to the issuance
and sale of the Shares, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto)
and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such
documents as they request for the purpose of enabling them to pass upon such matters.
(e) Officer’s
Certificate. The Company shall have furnished to the Representatives a certificate of the Company, signed by the Chief Executive
Officer and the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers
of such certificate have carefully examined the Registration Statement, each Preliminary Prospectus, the Prospectus and any amendment
or supplement thereto, as well as each electronic road show used in connection with the Offering, and this Agreement and that:
(1) the
representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the same
effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on
its part to be performed or satisfied at or prior to the Closing Date;
(2) no
stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no
proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened, including without limitation
in each case pursuant to Section 8A of the Act; and
(3) since
the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any amendment
or supplement thereto), there has been no Material Adverse Effect, whether or not arising from transactions in the ordinary course
of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any amendment
or supplement thereto).
(f) Secretary’s
Certificate. The Company shall have furnished to the Representatives a certificate signed by the Secretary or Assistant Secretary
of the Company, dated the Closing Date, certifying (i) that the Amended and Restated Memorandum and Articles of Association is
true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated
by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company
or its counsel and the Commission, and (iv) as to the incumbency of the executive officers of the Company. The documents referred
to in such certificate shall be attached to such certificate.
(g) Comfort
Letters. The Company shall have requested and caused Marcum to have furnished to the Representatives, at the Execution Time
and at the Closing Date, letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance
satisfactory to the Representatives, confirming that they are a registered public accounting firm that is independent with respect
to the Company within the meaning of the Act and the Exchange Act and the applicable rules and regulations adopted by the Commission
thereunder and that they have performed a review of the audited financial statements of the Company as of [ ], 2021 and for the
period from January 27, 2021 (the date of inception) through [ ], 2021, provided that the cutoff date shall not be more than two
Business Days prior to such Execution Time or Closing Date, as applicable, and stating in effect that:
(i) in
their opinion the audited financial statements and financial statement schedules included in the Registration Statement, the Statutory
Prospectus and the Prospectus and reported on by them comply as to form in all material respects with the applicable accounting
requirements of the Act and the related rules and regulations adopted by the Commission;
(ii) they
have performed certain other specified procedures as a result of which they determined that certain information of an accounting,
financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general
accounting records of the Company) set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, including
the information set forth under the captions “Dilution” and “Capitalization” in the Statutory Prospectus
and the Prospectus, agrees with the accounting records of the Company, excluding any questions of legal interpretation; and
(iii) statements
as to such other matters incident to the transaction contemplated hereby as the Representatives may reasonably request.
References to the
Prospectus in this paragraph (f) include any supplement thereto at the date of the letter.
(h) Material
Change. Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement
(exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any amendment or supplement thereto),
there shall not have been (1) any change or decrease specified in the letter or letters referred to in paragraph (f) of this Section
6 or (2) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise),
prospects, earnings, business or properties of the Company, whether or not arising from transactions in the ordinary course of
business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any amendment or
supplement thereto) the effect of which, in any case referred to in clause (1) or (2) above, is, in the sole judgment of the Representatives,
so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated
by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any
amendment or supplement thereto).
(i) Further
Information. Prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates
and documents as the Representatives may reasonably request.
(j) FINRA.
FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements
of the transactions contemplated hereby.
(k) Nasdaq.
The Shares shall be duly listed, subject to notice of issuance, on the Nasdaq Capital Market, satisfactory evidence of which shall
have been provided to the Representatives.
(l) Delivery
of Agreements. On the Effective Date, the Company shall have delivered to the Representatives executed copies of the Securities
Subscription Agreement, the Private Placement Shares Purchase Agreement and the Insider Letter. On the Closing Date, the Company
shall have delivered to the Representatives executed copies of the Trust Agreement and the Registration Rights Agreement.
(m) No
Brokers. On the Closing Date, the Company shall have requested and caused the Sponsor and the Company’s directors and
executive officers to have executed and furnished to the Representatives a certificate, dated the Closing Date and addressed to
the Representatives, to the effect that, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus,
there are no claims, payments, arrangements, contracts, agreements or understandings relating to the payment of a brokerage commission
or finder’s, consulting, origination or similar fee by the Sponsor or the Company’s directors or executive officers
with respect to the sale of the Shares hereunder or any other arrangements, agreements or understandings by the Sponsor or the
Company’s directors or executive officers that may affect the Underwriters’ compensation, as determined by FINRA.
(n) Trust
Account. On the Closing Date, the Company shall have furnished to the Representatives one or more certificates signed by, or
confirmation by, an authorized officer of the Trustee to the effect of certifying that $7,000,000 shall have been deposited in
the Trust Account.
(o) No
stop orders. No order preventing or suspending the sale of the Shares in any jurisdiction designated by the Representatives
shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been
threatened.
(p) Deposit.
At least one (1) Business Day prior to the Closing Date, the Sponsor shall have paid to the Company the purchase price for the
Private Placement Shares, including the deposit of the net proceeds thereof into the Trust Account.
If any of the conditions
specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives
and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be cancelled at, or at any
time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or
by telephone or facsimile confirmed in writing.
The documents required
to be delivered by this Section 6 shall be delivered at the office of Kirkland & Ellis LLP, counsel for the Underwriters, at
601 Lexington, New York, NY 10022, on the Closing Date.
7. Reimbursement
of Underwriters’ Expenses. If the sale of the Shares provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section
10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply
with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters
severally through the Representatives on demand for all reasonable and documented out-of-pocket expenses (including reasonable
and documented fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase
and sale of the Shares.
8. Indemnification
and Contribution.
(a) The
Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees, affiliates and agents of each
Underwriter, each person who controls any Underwriter within the meaning of either the Act or the Exchange Act and each affiliate
of each Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them
may become subject under the Act, the Exchange Act or other U.S. federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration
of the Shares as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Prospectus, any “road
show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication, or in any amendment thereof
or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified
party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement
or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company
by or on behalf of any Underwriter through the Representatives specifically for inclusion therein, it being understood and agreed
that only such information furnished by any Underwriter consists of the information described in the last sentence of Section 8(b)
hereof. This indemnity agreement will be in addition to any liability which the Company may otherwise have.
(b) Each
Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its executive
officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Act or
the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to
written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives
specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition
to any liability which any Underwriter may otherwise have. The Company acknowledges that the statements set forth (i) in the last
paragraph of the cover page regarding delivery of Shares and (ii) in the section entitled “Underwriting” of the Statutory
Prospectus and Prospectus, and the 11th and 12th paragraphs concerning the purchase and sale of Shares in the open market and other
stabilizing transactions by the underwriters and penalty bids, constitute the only information furnished in writing by or on behalf
of the several Underwriters for inclusion in any Preliminary Prospectus and the Prospectus.
(c) Promptly
after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying
party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure
results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve
the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph
(a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying
party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying
party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or
parties except as set forth below); provided, however, that such counsel shall be satisfactory to the indemnified party. Notwithstanding
the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party
shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those
available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified
party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying
party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying
party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless
such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising
out of such claim, action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability
or a failure to act, by or on behalf of any indemnified party.
(d) In
the event that the indemnity provided in paragraph (a), (b) or (c) of this Section 8 is unavailable to or insufficient to hold
harmless an indemnified party for any reason, the Company and the Underwriters severally agree to contribute to the aggregate
losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating
or defending the same) (collectively, “Losses”) to which the Company and one or more of the Underwriters may
be subject in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by
the Underwriters on the other from the Offering. If the allocation provided by the immediately preceding sentence is unavailable
for any reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not
only such relative benefits but also the relative fault of the Company on the one hand and of the Underwriters on the other in
connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations.
Benefits received by the Company shall be deemed to be equal to the total net proceeds from the Offering (before deducting expenses)
received by it, and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions,
in each case as set forth on the cover page of the Prospectus. Relative fault shall be determined by reference to, among other
things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material
fact relates to information provided by the Company on the one hand or the Underwriters on the other, the intent of the parties
and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The
Company and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation
or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding
the provisions of this paragraph (d), in no event shall an Underwriter be required to contribute any amount in excess of the amount
by which the total underwriting discounts and commissions received by such Underwriter with respect to the Offering exceeds the
amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement
or omission or alleged omission. Notwithstanding the provisions of this paragraph (d), no person guilty of 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. For purposes of this Section 8, each person who controls an Underwriter within the meaning of either the Act
or the Exchange Act and each director, officer, employee, affiliate and agent of an Underwriter shall have the same rights to contribution
as such Underwriter, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer
of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to
contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d).
9. Default
by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Shares agreed to be purchased
by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its
or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in
the respective proportions that the amount of Shares set forth opposite their names in Schedule I hereto bears to the aggregate
amount of Shares set forth opposite the names of all the remaining Underwriters) the Shares that the defaulting Underwriter or
Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Shares that the
defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Shares, the remaining Underwriters
shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Shares. If within one Business
Day after such default relating to more than 10% of the Firm Shares the remaining Underwriters do not arrange for the purchase
of such Fir Shares, then the Company shall be entitled to a further period of one Business Day within which to procure another
party or parties reasonably satisfactory to you to purchase said Firm Shares. In the event that neither the remaining Underwriters
nor the Company purchase or arrange for the purchase of all of the Firm Shares to which a default relates as provided in this
Section 9, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the event of a
default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding
five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and
the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any
defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its
default hereunder.
10. Termination.
This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company
prior to delivery of and payment for the Shares, if at any time prior to such delivery and payment (i) trading in the Company’s
Shares or Ordinary Shares shall have been suspended by the Commission or the Nasdaq Capital Market (or successor trading market)
or trading in securities generally on the Nasdaq Capital Market (or successor trading market) shall have been suspended or limited
or minimum prices shall have been established on such exchange or trading market, (ii) the Company shall not have obtained authorization
for quotation of the Shares or Ordinary Shares on the Nasdaq Capital Market (or successor trading market), (iii) a banking moratorium
shall have been declared either by U.S. federal or New York State authorities, (iv) there shall have occurred a material disruption
in commercial banking or securities settlement or clearance services or (v) there shall have occurred any outbreak or escalation
of hostilities, declaration by the United States of a national emergency or war, or other national or international calamity or
crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, impractical
or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Statutory Prospectus or the Prospectus
(exclusive of any supplement thereto).
11. Recognition
of the U.S. Special Resolution Regimes.
(a) In
the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime,
the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective
to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such
interest and obligation, were governed by the laws of the United States or a state of the United States.
(b) In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding
under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are
permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime
if this Agreement were governed by the laws of the United States or a state of the United States.
12. Representations
and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company
or its executive officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the executive officers,
directors, employees, agents, affiliates or controlling persons referred to in Section 8 hereof, and will survive delivery of
and payment for the Shares. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.
13. Notices.
All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed,
delivered or telefaxed to Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York, 10013, Attention: General Counsel
(fax no.: (646) 291-1469); Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198 Attention: Control Room,
and Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, and confirmed to
Kirkland & Ellis LLP, 601 Lexington, New York, NY 10022, Attention: Christian O. Nagler (fax no.: (212) 446-4900); or, if
sent to the Company, will be mailed, delivered or telefaxed to TCV Acquisition Corp., 250 Middlefield Road, Menlo Park, CA 94025 Attention: Frederic Fenton, and confirmed
to Ropes & Gray LLP, 1211 Avenue of the Americas, New York, New York 10036, Attention: Paul Tropp (fax no. (212) 596-9090).
14. Successors.
This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the executive
officers, directors, employees, agents and controlling persons referred to in Section 8 hereof, and no other person will have
any right or obligation hereunder.
15. No
Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and sale of the Shares pursuant to this Agreement
is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through
which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent, financial advisor or fiduciary
of the Company or any other person, (c) neither the Representatives nor any other Underwriter is advising the Company or any other
person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s engagement
of the Underwriters in connection with the Offering and the process leading up to the Offering is as independent contractors and
not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection
with the Offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related
or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature
or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading
thereto.
16. Integration.
This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters,
or any of them, with respect to the subject matter hereof.
17. Applicable
Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts
made and to be performed within the State of New York.
18. Jurisdiction.
The Company agrees that any suit, action or proceeding against the Company brought by any Underwriter, the directors, officers,
employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon
this Agreement, and any claim, controversy or dispute arising under or related thereto or the transactions contemplated hereby
may be instituted in any State or U.S. federal court in the City of New York and County of New York, and waives any objection
which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction
of such courts in any suit, action or proceeding.
19. Waiver
of Jury Trial. THE COMPANY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
20. Counterparts.
This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together
shall constitute one and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including any electronic
signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records
Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed
to have been duly and validly delivered and be valid and effective for all purposes.
21. Headings.
The section headings used herein are for convenience only and shall not affect the construction hereof.
22. Definitions.
The terms which follow, when used in this Agreement, shall have the meanings indicated.
“Act”
shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.
“BHC Act
Affiliate” shall mean “affiliate” as defined in, and shall be interpreted in accordance with, 12 U.S.C. §
1841(k).
“Business
Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or
trust companies are authorized or obligated by law to close in New York City.
“Commission”
shall mean the Securities and Exchange Commission.
“Covered
Entity” shall mean any of the following: (i) a “covered entity” as that term is defined in, and interpreted
in accordance with, 12 C.F.R. § 252.82(b), (ii) a “covered bank” as that term is defined in, and interpreted in
accordance with, 12 C.F.R. § 47.3(b) or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 382.2(b).
“Default
Right” shall mean default right as defined and interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or
382.1, as applicable.
“Effective
Date” shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto
and any Rule 462(b) Registration Statement became or becomes effective.
“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated
thereunder.
“Execution
Time” shall mean [ ], 2021, at [ ] p.m., New York City time.
“Issuer
Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433.
“Preliminary
Prospectus” shall mean the preliminary prospectus referred to in paragraph 1(a) above and any preliminary prospectus
included in the Registration Statement at the Effective Date that omits Rule 430A Information.
“Prospectus”
shall mean the prospectus relating to the Shares that is first filed pursuant to Rule 424(b) after the Execution Time.
“Registration
Statement” shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial
statements and any information deemed part of such registration statement pursuant to Rule 430A, as amended or supplemented at
the Execution Time and, in the event any post-effective amendment thereto or any Rule 462(b) Registration Statement becomes effective
prior to the Closing Date, shall also mean such registration statement as so amended or such Rule 462(b) Registration Statement,
as the case may be.
“Rule 158”,
“Rule 172”, “Rule 405”, “Rule 415”, “Rule 419”, “Rule
424”, “Rule 430A”, “Rule 430B”, “Rule 433” and “Rule
462” refer to such rules under the Act.
“Rule 430A
Information” shall mean information with respect to the Shares and the Offering thereof permitted to be omitted from
the Registration Statement when it becomes effective pursuant to Rule 430A.
“Rule 462(b)
Registration Statement” shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b)
relating to the Offering covered by the registration statement referred to in Section 1(a) hereof.
“Statutory
Prospectus” shall mean the (i) Preliminary Prospectus dated March [ ], 2021, relating to the Shares and (ii) the Time
of Delivery Information, if any, set forth on Schedule II hereto.
“U.S. Special
Resolution Regime” shall mean each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder
and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
If the foregoing
is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters.
[Signature Page follows]
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TCV Acquisition Corp. |
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By: |
/s/ |
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Name: |
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Title: |
[Signature Page to Underwriting Agreement]
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written. |
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| CITIGROUP GLOBAL MARKETS INC. |
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| By: |
/s/ |
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Name: |
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Title: |
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GOLDMAN
SACHS & CO. LLC
MORGAN
STANLEY & CO. LLC
For
themselves and the other several Underwriters
named in Schedule I to the foregoing Agreement.
[Signature
Page to Underwriting Agreement]
SCHEDULE I
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Underwriters
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Number of Firm
Shares to be
Purchased
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| Citigroup Global Markets Inc. |
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| Goldman Sachs & Co. LLC |
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| Morgan Stanley & Co. LLC |
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| Total |
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35,000,000
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SCHEDULE II
Time of Delivery Information
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1. |
The initial price to the public of the Shares: $10.00 per Share. |
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2. |
Number of Firm Shares offered: 35,000,000. |
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3. |
The Company has granted an option to the Underwriters to purchase an aggregate of not more than
5,000,000 Option Shares. |
SCHEDULE III
Schedule
of Written Testing-the-Waters Communications
Reference
is made to the materials used in the testing the waters presentation made to potential investors by the Company, to the extent
such materials are deemed to be a “written communication” within the meaning of Rule 405 under the Act.
