Exhibit 1.1
6,000,000 Units
HUDSON ACQUISITION I CORP.
UNDERWRITING AGREEMENT
October 14, 2022
Chardan Capital Markets, LLC
17 State Street, 21st Floor
New York, New York 10004
As Representative of the Underwriters named on Schedule A hereto
Ladies and Gentlemen:
The undersigned, Hudson Acquisition I Corp., a
Delaware corporation (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter
referred to as “you”, “Chardan”, or as the “Representative”)
and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the
other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”),
as follows:
1. Purchase and Sale of Securities.
1.1. Firm Securities.
1.1.1. Purchase of Firm Units.
On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company
agrees to issue and sell, severally and not jointly, to the several Underwriters, an aggregate of 6,000,000 units (the “Firm
Units”) of the Company at a purchase price (net of discounts, other than the Deferred Underwriting Discounts described in
Section 1.3.1 below) of $9.80 per Firm Unit with respect to investors introduced by the Underwriters or $9.88 with respect to investors
introduced by the Sponsor (as defined in Section 1.4 below). The Underwriters, severally and not jointly, agree to purchase from
the Company the number of Firm Units set forth opposite their respective names on Schedule A attached hereto and made a part hereof
at a purchase price (net of discounts, other than the Deferred Underwriting Discount described in Section 1.3.1 below) of $9.80
per Firm Unit with respect to investors introduced by the Underwriters or (ii) $9.88 with respect to investors introduced by the Sponsor.
The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”)
at the offering price of $10.00 per Firm Unit (or Option Unit (as defined below), as applicable). Each Firm Unit (and Option Unit) consists
of one (1) share of common stock of the Company, par value $0.0001 per share, of the Company (“Common Stock”)
and one (1) right (the “Right(s)”) to receive one-fifth (1/5th) of one share of Common Stock, upon the consummation
of a Business Combination (as defined below). The Common Stock and the Rights included in the Firm Units (and the Option Units) will not
be separately transferable until the earlier of the 90th day after the date that the Registration Statement (as defined below) is declared
effective (the “Effective Date”) by the Commission (as defined below) or the announcement by the Company of
the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form
8-K”) with the Commission containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds
of the Offering and issuing a press release announcing when such separate trading will begin.
In no event will the Company
allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds
of the Offering and the filing of such audited balance sheet with the Commission on a Form 8-K or similar form by the Company which includes
such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. As described in the Prospectus
(as defined herein), each Right entitles the holder to receive one-fifth (1/5th) of one share of Common Stock upon the closing of a Business
Combination. As used herein, the term “Business Combination” shall mean any merger, stock exchange, asset acquisition,
stock purchase reorganization or similar business combination with one or more businesses by the Company and any investments or other
financing concurrently with, or otherwise in connection with, such business combination. As used herein, the term “Business
Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are
authorized or required by law to remain closed; provided, however, for clarification, national banks shall not be deemed to be authorized
or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”,
or other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open
for use by customers on such day.
1.1.2. Payment and Delivery.
Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York time, on the second (2nd) Business Day following the Effective
Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared
effective at or after 4:00 p.m., New York City time) or at such earlier time as shall be agreed upon by the Representative and the Company
at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing
of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and
date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the
Firm Units shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by
certified or bank cashier’s check(s) in New York Clearing House funds. The Company shall receive an aggregate of $63,400,000 in
gross proceeds (or $72,715,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full) from the sale of
the Firm Units, the Placement and Additional Placement Units (as defined in Section 1.4), of which $60,900,000 (or $70,035,000
if the Underwriters’ Over-Allotment Option is exercised in full), or $10.15 per Unit, shall be deposited in the trust account established
by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust Account”)
pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between the
Company and Continental Stock Transfer & Trust Company. Such amount includes an aggregate of up to $2,100,000 (or up to $2,415,000
if the Over-allotment Option is exercised in full), or $0.35 per Unit (as defined below), payable to Chardan as a Deferred Underwriting
Discount in accordance with, and subject to adjustment pursuant to, Section 1.3.1 hereof. Payment of (i) two percent (2.0%), with
respect to investors introduced by the Underwriters, or (ii) one point two percent (1.2%) with respect to investors introduced by the
Sponsor, of the underwriting discount to Chardan shall be paid at the closing of the Offering in cash. The proceeds (less discounts, expense
allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon
delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or
through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm
Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least
two (2) Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for
delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm
Units except upon tender of payment by the Representative for all the Firm Units.
1.2. Over-Allotment Option.
1.2.1. Option Units.
For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Units, the Underwriters are hereby
granted, severally and not jointly, an option to purchase up to an additional 900,000 units from the Company (the “Over-allotment
Option”). Such additional 900,000 units shall be identical in all respects to the Firm Units and are hereinafter referred
to as the “Option Units.” The Firm Units and the Option Units are hereinafter collectively referred to as the
“Units,” and the Units, the shares of Common Stock and the Rights included in the Units and the shares of Common
Stock issuable upon exercise or conversion of the Rights are hereinafter referred to collectively as the “Public Securities.”
The purchase price to be paid for the Option Units (net of discounts, other than the Deferred Underwriting Discount described in Section
1.3.1 below) will be (i) $9.80 per Option Unit with respect to investors introduced by the underwriters or (ii) $9.88 with respect
to investors introduced by the Sponsor. The Option Units are to be offered initially to the public at the offering price of $10.00 per
Option Unit.
1.2.2. Exercise of Option.
The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time)
or any part (from time to time) of the Option Units within forty-five (45) days after the Effective Date. The Underwriters will not be
under any obligation to purchase any Option Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted
hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight
mail, facsimile transmission or e-mail transmission setting forth the number of Option Units to be purchased and the date and time for
delivery of and payment for the Option Units, if other than the Closing Date, which date shall not be earlier than the Closing Date or
later than five (5) Business Days after the date of the written notice or such other time as shall be agreed upon by the Company and the
Representative, at the offices of the Representative or at such other place or in such other manner as shall be agreed upon by the Company
and the Representative. If such delivery and payment for the Option Units does not occur on the Closing Date, the date and time of the
closing for such Option Units (the “Option Closing”) will be as set forth in the notice (hereinafter the “Option
Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters,
and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units
specified in such notice.
1.2.3. Payment and Delivery.
Delivery and payment for the Option Units shall be made at 10:00 a.m., New York time, on the Option Closing Date or at such earlier time
as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be
agreed upon by the Representative and the Company. Payment for the Option Units shall be made on the Option Closing Date (or at such earlier
time as shall be agreed upon by the Representative and the Company) at the Representative’s election by wire transfer in Federal
(same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds, by deposit of the sum of (i) $9.80
per Unit with respect to investors introduced by the underwriters or (ii) $9.88 with respect to investors introduced by the Sponsor per
Option Unit in the Trust Account pursuant to the Trust Agreement upon delivery to the Representative of certificates (in form and substance
satisfactory to the Underwriters) representing the Option Units (or through the facilities of DTC) for the account of the Underwriters.
The Option Units shall be registered in such name or names and in such authorized denominations as the Representative may request not
less than two (2) Business Days prior to the Closing Date or the Option Closing Date, as the case may be, and will be made available to
the Representative for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent
not less than one (1) full Business Day prior to such Closing Date or Option Closing Date.
1.3. Deferred Compensation.
1.3.1 Deferred Discount.
Upon the consummation of a Business Combination, Chardan shall also be entitled to receive 3.5% of the gross proceeds from the sale of
the Firm Units ($2,100,000) and 3.5% of the gross proceeds from the sale of the Option Units (or up to $315,000 in total) as a deferred
underwriting discount (the “Deferred Underwriting Discount”). The Deferred Underwriting Discount shall be payable
directly from the Trust Account, without accrued interest, to Chardan upon consummation of a Business Combination. In the event that the
Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company, as the trustee of the Trust
Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust
Agreement, Chardan agrees that: (i) Chardan shall have no right or claim to receive the Deferred Underwriting Discount and (ii) the Deferred
Underwriting Discount, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among
the public stockholders. Any Deferred Underwriting Discount will be fully earned by each Underwriter upon the payment of the purchase
price for the Units purchased by such Underwriter at the Closing (or, with respect to Deferred Underwriting Discount related to the Option
Units, the payment of the purchase price for those Option Units at any Option Closing) and will be paid if and when the Company consummates
a Business Combination without any further conditions. Chardan may waive its right to receive the Deferred Underwriting Discount by notifying
the Company in writing at any time prior to the consummation of a Business Combination, in which case the Deferred Underwriting Discount
will be cancelled.
1.3.2 Deferred Equity. Chardan
(and/or its designee(s)) shall be entitled to receive 120,000 shares of Common Stock and up to an additional 18,000 shares of Common Stock
if the Over-allotment Option is exercised in full (the “Representative’s Shares”) as a deferred equity
(the “Deferred Equity”), with the Deferred Equity to be delivered to Chardan’s own account (and/or the
account(s) of its designee(s)) upon the consummation of a Business Combination. The Company shall deliver to Chardan (and/or its designee(s))
upon the consummation of the Business Combination, certificates for the Deferred Equity in the name or names and in such authorized denominations
as Chardan may request. Pursuant to Rule 5110(e)(1) of FINRA’s rules, the Deferred Equity is subject to a lock-up for a period of
one hundred eighty (180) days immediately following the commencement of sales in the offering during which the securities may not be sold,
transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would
result in the economic disposition of the securities. In the event that the Company is unable to consummate a Business Combination, Chardan
agrees that any rights or claims to any Deferred Equity shall be forfeited. Any Deferred Equity will be fully earned by each Underwriter
upon the payment of the purchase price for the Units purchased by such Underwriter at the Closing (or, with respect to Deferred Equity
related to the Option Units, the payment of the purchase price for those Units at any Option Closing) and will be paid if and when the
Company consummates a Business Combination without any further conditions. Chardan may waive its right to receive the Deferred Equity
by notifying the Company in writing at any time prior to the consummation of a Business Combination, in which case the Deferred Equity
will be cancelled.
1.3.3. Deferred Nature of
Deferred Discount and Deferred Equity for Company’s Benefit Only. For the avoidance of doubt, all performance obligations of
each Underwriter under this Agreement shall be fully satisfied upon the payment of the purchase price for the Units purchased by such
Underwriter at the Closing and, if applicable, any Option Closing.
1.4. Private Placement.
1.4.1. Placement Units.
Simultaneously with the Closing, Hudson SPAC Holding, LLC (the “Sponsor”) shall purchase from the Company, pursuant
to a written purchase agreement an aggregate of 340,000 placement units (the “Placement Units”) at a purchase
price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, the
shares of Common Stock and the Rights included in the Placement Units (the “Placement Rights”), and the shares
of Common Stock underlying the Placement Rights are hereinafter referred to collectively as the “Placement Securities,”
and the Public Securities and the Placement Securities are hereinafter referred to collectively as the “Securities.”
Each Placement Unit shall be identical to the Units sold in the Offering, except as described in the Prospectus. There will be no placement
agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities.
1.4.2. Additional Placement
Units. Simultaneously with the Option Closing, the Sponsor shall purchase from the Company pursuant to the Subscription Agreement
(as defined in Section 2.23.2 hereof) an additional number of units (up to a maximum of 31,500 units), so that at least $10.15
per Unit sold to the public in the Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or part
(the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private
placement (the “Additional Private Placement”). The Additional Placement Units, the shares of Common Stock and
the Rights included in the Additional Placement Units (the “Additional Placement Rights”) and the shares of
Common Stock issuable upon conversion of the Additional Placement Rights are hereinafter referred to collectively as the “Additional
Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering. There will be
no placement agent in the Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the
sale of the Additional Private Securities.
1.5. Representative’s Purchase Option.
1.5.1. Purchase Option.
As additional consideration, the Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date
an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 50,000 units (the “Representative’s
Units”) for an aggregate purchase price of $100.00 (or up to 57,500 units if the over-allotment is exercised in full). The
Representative’s Purchase Option shall be exercisable, in whole or in part, at any time between (i) the closing of the Business
combination and (ii) five (5) years from the date of commencement of sales of the Offering, for cash or on a cashless basis, at an initial
exercise price per Representative’s Unit of $11.50. The Representative’s Purchase Option, the Representative’s Units,
the shares of Common Stock and the Rights included in the Representative’s Units (the “Representative’s Rights”)
and the shares of Common Stock issuable pursuant to the terms of the Representative’s Rights are hereinafter referred to collectively
as the “Representative’s Securities.” The Public Securities and the Representative’s Securities
are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that
there are significant restrictions against transferring the Representative’s Purchase Option during the first 180 days after the
date of commencement of sales of the offering, as set forth in Section 3 of the Representative’s Purchase Option and that all Representative’s
Securities will be subject to compliance with FINRA Rule 5110(e) and (g).
1.5.2. Delivery and Payment.
Delivery and payment for the Representative’s Purchase Option shall be made on the Closing Date. The Company shall deliver to the
Representative (and/or its designees) upon payment therefor, certificates for the Representative’s Purchase Option in the name or
names and in such authorized denominations as the Representative may request.
2. Representations and Warranties of the Company.
The Company represents and warrants to the Underwriters as follows:
2.1. Filing of Registration Statement.
2.1.1. Pursuant to the Act.
The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement
and, if applicable, an amendment or amendments thereto, on Form S-1 (File No. 333-264557), including any related preliminary prospectus
(the “Preliminary Prospectus”, including any prospectus that is included in the Registration Statement immediately
prior to the effectiveness of the Registration Statement), for the registration of the Public Securities under the Securities Act of 1933,
as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company
in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”)
of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General
Instructions to such Form, have been satisfied in all material respects. Except as the context may otherwise require, such registration
statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus,
financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information
deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration
Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if
applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the
Regulations filed with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.”
For purposes of this Agreement, “Time of Sale”, as used in the Act, means 5:00 p.m., New York City time, on
the date of this Agreement. If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant
to Rule 462(b) under the Act registering additional Public Securities (a “Rule 462(b) Registration Statement”),
then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed
to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective
upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public
Securities have been registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is
filed, will be duly registered under the Act with the filing of such Rule 462(b) Registration Statement. The Registration Statement has
been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative
has determined that at the Time of Sale the Prospectus included an untrue statement of a material fact or omitted a statement of material
fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and have agreed
to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts,
the Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new
purchase contract.
2.1.2. Pursuant to the Exchange Act, the Company
has filed with the Commission a Form 8-A (File Number 001-41532), providing for the registration under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), of the Units, the shares of Common Stock and the Rights. The registration
of the Units, shares of Common Stock and Rights under the Exchange Act will be declared effective by the Commission on or prior to the
Effective Date.
2.2. No Stop Orders, Etc. Neither the Commission
nor, to the best of the Company’s knowledge, any foreign or state regulatory authority has issued any order or threatened to issue
any order preventing or suspending the use of any Preliminary Prospectus or has instituted or, to the best of the Company’s knowledge,
threatened to institute any proceedings with respect to such an order.
2.3. Disclosures in Registration Statement.
2.3.1. 10b-5 Representation.
At the time the Registration Statement became effective, upon the filing or first use (within the meaning of the Regulations) of the Prospectus
and at the Closing Date and the Option Closing Date, if any, the Registration Statement and the Prospectus contained or will contain all
material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will in all material
respects conform to the requirements of the Act and the Regulations. Neither the Registration Statement nor any Preliminary Prospectus
or the Prospectus, nor any amendment or supplement thereto, on their respective dates, did or will contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the
Preliminary Prospectus and the Prospectus, in light of the circumstances under which they were made), not misleading. When any Preliminary
Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public
Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) or first used (within the meaning of the Regulations)
and when any amendment thereof or supplement thereto was first filed with the Commission or first used (within the meaning of the Regulations),
such Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Prospectus
to comply in all material respects with the applicable provisions of the Act and the Regulations and did not and will not contain an untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section
2.3.1 does not apply to the extent statements were made or statements were omitted in reliance upon and in conformity with written
information furnished to the Company with respect to the Underwriters by the Representative expressly for use in the Registration Statement
or Prospectus or any amendment thereof or supplement thereto. It is understood the following identified statements set forth in the Prospectus
under the heading “Underwriting” constitute, for the purposes of this Agreement, information furnished by the Representative
with respect to the Underwriters: (i) the table of underwriters in the first paragraph of “Underwriting”, (ii) the first paragraph
of the Underwriting subsection “Discounts and Expenses,” and (iii) the Underwriting subsection “Regulatory Restrictions
on Purchase of Securities-Stabilizing Transactions.”
2.3.2. Disclosure of Agreements.
The agreements and documents described in the Registration Statement, the Preliminary Prospectus and the Prospectus conform to the descriptions
thereof contained therein and there are no agreements or other documents required to be described in the Registration Statement, the Preliminary
Prospectus or the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described
or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which its property
or business is or may be bound or affected and (i) that is referred to in the Registration Statement, Preliminary Prospectus or the Prospectus
or attached as an exhibit thereto, or (ii) is material to the Company’s business, has been duly and validly executed by the Company,
is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the
other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization
or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may
be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms
of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may
be brought, and none of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s
knowledge, any other party is in breach or default thereunder and, to the Company’s knowledge, no event has occurred that, with
the lapse of time or the giving of notice, or both, would constitute a breach or default thereunder. Performance by the Company of the
material provisions of such agreements or instruments will not result in a material violation of any existing applicable law, rule, regulation,
judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its
assets or businesses, including, without limitation, those relating to environmental laws and regulations.
2.3.3. Prior Securities Transactions.
No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling,
controlled by, or under common control with the Company since the date of the Company’s formation, except as disclosed in the Registration
Statement.
2.3.4. Regulations. The
disclosures in the Registration Statement, the Preliminary Prospectus and the Prospectus concerning the effects of foreign, federal, state
and local law and regulation on the Company’s business as currently contemplated fairly summarize, to the best of the Company’s
knowledge, such effects and do not omit to state a material fact necessary to make the statements therein, in light of the circumstances
in which they were made, not misleading.
2.4. Changes After Dates in Registration Statement.
2.4.1. No Material Adverse
Change. Except as contemplated in the Prospectus or specifically stated therein, since the respective dates as of which information
is given in the Registration Statement, any Preliminary Prospectus and/or the Prospectus: (i) there has been no material adverse change
in the condition, financial or otherwise, or business prospects of the Company; (ii) there have been no material transactions entered
into by the Company, other than as contemplated pursuant to this Agreement; (iii) no member of the Company’s board of directors
or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs,
or would likely materially impair, with the passage of time, the ability of the members of the Company’s board of directors or management
to act in their capacities with the Company as described in the Registration Statement and the Prospectus.
2.4.2. Recent Securities
Transactions, Etc. Except as contemplated in the Prospectus, subsequent to the respective dates as of which information is given in
the Registration Statement and the Prospectus, and except as may otherwise be indicated or contemplated herein or therein, the Company
has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared
or paid any dividend or made any other distribution on or in respect to its capital stock.
2.5. Independent Accountants.
To the best of the Company’s knowledge, Marcum LLP (“Marcum”), whose report is filed with the Commission
as part of the Registration Statement and included in the Registration Statement, the Preliminary Prospectus and the Prospectus, are independent
accountants as required by the Act and the Regulations and the Public Company Accounting Oversight Board (including the rules and regulations
promulgated by such entity, the “PCAOB”). To the Company’s knowledge, Marcum is duly registered and in good standing
with the PCAOB. Marcum has not, during the periods covered by the financial statements included in the Registration Statement and the
Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.
2.6. Financial Statements; Statistical Data.
2.6.1. Financial Statements.
The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Preliminary
Prospectus and the Prospectus fairly present the financial position and the results of operations of the Company at the dates and for
the periods to which they apply; and such financial statements have been prepared in conformity with generally accepted accounting principles,
consistently applied throughout the periods involved; and the supporting schedules included in the Registration Statement present fairly
the information required to be stated therein. No other financial statements or supporting schedules are required to be included or incorporated
by reference in the Registration Statement, the Preliminary Prospectus or the Prospectus. The Registration Statement, the Preliminary
Prospectus and the Prospectus disclose all material off-balance sheet transactions, arrangements, obligations (including contingent obligations),
and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect
on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital
resources, or significant components of revenues or expenses. There are no pro forma or as adjusted financial statements which are required
to be included in the Registration Statement and the Prospectus in accordance with Regulation S-X which have not been included as so required.
2.6.2. Statistical Data.
The statistical, industry-related and market-related data included in the Registration Statement, the Preliminary Prospectus and the Prospectus,
if any, are based on or derived from sources which the Company reasonably and in good faith believes are reliable and accurate, and such
data agree with the sources from which they are derived.
2.7. Authorized Capital;
Options, Etc. The Company had at the date or dates indicated in the Registration Statement, the Preliminary Prospectus and the Prospectus,
as the case may be, duly authorized, issued and outstanding capitalization as set forth in the Registration Statement, the Preliminary
Prospectus and the Prospectus. Based on the assumptions stated in the Registration Statement, the Preliminary Prospectus and the Prospectus,
the Company will have on the Closing Date the adjusted stock capitalization set forth therein. Except as set forth in, or contemplated
by, the Registration Statement, the Preliminary Prospectus and the Prospectus, on the Effective Date of the Prospectus and on the Closing
Date and the Option Closing Date, if any, there will be no options, warrants, or other rights to purchase or otherwise acquire any authorized,
but unissued shares of Common Stock of the Company or any security convertible into shares of Common Stock of the Company, or any contracts
or commitments to issue or sell shares of Common Stock or any such options, warrants, rights or convertible securities.
2.8. Valid Issuance of Securities, Etc.
2.8.1. Outstanding Securities.
All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable;
the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such
holders; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or
similar contractual rights granted by the Company. The Public Securities conform in all material respects to all statements relating thereto
contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. Subject to the disclosure contained in the Registration
Statement, the Preliminary Prospectus and the Prospectus with respect to the Placement Securities and the Additional Placement Securities,
the offers and sales of the outstanding shares of Common Stock, Units and Rights were at all relevant times either registered under the
Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of
such shares of Common Stock, exempt from such registration requirements.
2.8.2. Securities Sold.
The Public Securities have been duly authorized and reserved for issuance and when issued and paid for, will be validly issued, fully
paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the
Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual
rights granted by the Company; and all corporate actions required to be taken for the authorization, issuance and sale of the Public Securities
have been duly and validly taken. The Public Securities conform in all material respects to all statements with respect thereto contained
in the Registration Statement, the Preliminary Prospectus and the Prospectus, as the case may be.
2.8.3. Placement Securities.
The Placement Securities and the Additional Placement Securities have been duly authorized and reserved for issuance and when issued and
paid for, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability
by reason of being such holders. The Placement Securities and the Additional Placement Securities are not and will not be subject to the
preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate
actions required to be taken for the authorization, issuance and sale of the Placement Securities and the Additional Placement Securities
have been duly and validly taken. When issued, the Placement Rights and the Additional Placement Rights will constitute valid and binding
obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of
securities of the Company called for thereby in accordance with the terms thereof, and such Placement Rights and the Additional Placement
Rights are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited
by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification
or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which
any proceeding therefor may be brought. The shares of Common Stock underlying the Placement Rights and the Additional Placement Rights
have been reserved for issuance upon the conversion of the Placement Rights and the Additional Placement Rights, when issued in accordance
with the terms of the Placement Rights and the Additional Placement Rights, will be duly and validly authorized, validly issued, fully
paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.
2.8.4. No Integration.
Subject to the disclosure contained in the Registration Statement, the Preliminary Prospectus and/or the Prospectus with respect to the
Placement Securities, neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities
which are required to be “integrated” pursuant to the Act or the Regulations with the offer and sale of the Public Securities
pursuant to the Registration Statement.
2.8.5 Deferred Equity.
The Deferred Equity has been duly authorized and reserved for issuance and when issued and paid for, will be validly issued, fully paid
and non-assessable; the Deferred Equity is not and will not be subject to the preemptive rights of any holders of any security of the
Company or similar contractual rights granted by the Company; and all corporate actions required to be taken for the authorization, issuance
and sale of the Deferred Equity has been duly and validly taken.
2.9. Registration Rights
of Third Parties. Except as set forth in the Registration Statement, the Preliminary Prospectus or the Prospectus, no holders of any
securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have the right to
require the Company to register any such securities of the Company under the Act or to include any such securities in a registration statement
to be filed by the Company.
2.10. Validity and Binding
Effect of Agreements. This Agreement, the Trust Agreement, the Services Agreement (as defined in Section 3.5.2 hereof), the
Insider Letter (as defined in Section 2.23.1), the Subscription Agreement (as defined in Section 2.23.2 hereof), the Rights
Agreement (as defined in Section 2.22), and the Registration Rights Agreement (as defined in Section 2.23.3 hereof) have
been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company
in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization
or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may
be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms
of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may
be brought.
2.11. No Conflicts, Etc.
The execution, delivery, and performance by the Company of this Agreement, the Rights Agreement, the Trust Agreement, the Representative’s
Purchase Option, the Services Agreement, the Insider Letter, the Subscription Agreement, and the Registration Rights Agreement, the consummation
by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof
do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a material breach of, or conflict
with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination
or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or
instrument to which the Company is a party; (ii) result in any violation of the provisions of the amended and restated certificate of
incorporation or bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any
governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.
2.12. No Defaults; Violations.
No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract,
indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for
borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or
to which any of the properties or assets of the Company is subject. The Company is not in violation of any material agreement, license,
permit, applicable law, rule, regulation, judgment or decree of any governmental agency or court, domestic or foreign, having jurisdiction
over the Company or any of its properties or businesses, except for such violations which would not reasonably be expected to have a material
adverse effect on the Company. The Company is not in violation of any term or provision of its amended and restated certificate of incorporation
and bylaws.
2.13. Corporate Power; Licenses; Consents.
2.13.1. Conduct of Business.
The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates
and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct its business for
the purposes described in the Registration Statement, the Preliminary Prospectus and the Prospectus. The disclosures in the Registration
Statement and the Prospectus concerning the effects of U.S. and non-U.S. federal, state/provincial and local law and regulation on the
Offering and the Company’s business purpose as currently contemplated are correct in all material respects and do not omit to state
a material fact required to be stated therein or necessary in order to make the statements therein (with respect to the Prospectus, in
light of the circumstances under which they were made), not misleading. Since its formation, the Company has conducted no business and
has incurred no liabilities other than in connection with and in furtherance of the Offering.
2.13.2. Transactions Contemplated
Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions
hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization
or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of the
Public Securities, the Placement Securities or the Additional Placement Securities and the consummation of the transactions and agreements
contemplated by this Agreement, the Representative’s Purchase Option, the Trust Agreement, the Services Agreement, the Insider Letter,
the Subscription Agreement, and the Registration Rights Agreement and as contemplated by the Prospectus, except with respect to applicable
federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority (“FINRA”).
2.14. D&O Questionnaires.
To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”) completed
by the Company’s stockholders immediately prior to the Offering (the “Initial Stockholders”) and each
of the Company’s officers and directors and provided to the Underwriters and included by the Company in the Registration Statement
is true and correct and the Company has not become aware of any information which would cause the information disclosed in the questionnaires
completed by the Initial Stockholders and each officer or director, to become inaccurate and incorrect.
2.15. Litigation; Governmental
Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding pending
or, to the Company’s knowledge, threatened against, or involving the Company or, to the Company’s knowledge, the Initial Stockholders,
which has not been disclosed in the Registration Statement, the Questionnaires, the Preliminary Prospectus and the Prospectus.
2.16. Good Standing.
The Company has been duly organized, is validly existing and is in good standing under the laws of Delaware and is duly qualified to do
business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct
of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the Company.
2.17. No Contemplation
of a Business Combination. Prior to the date hereof, neither the Company, its officers and directors nor the Initial Stockholders
had, and as of the Closing, the Company and such officers and directors and Initial Stockholders will not have had: (i) any specific Business
Combination under consideration or contemplation; or (ii) any substantive interactions or discussions with any target business regarding
a possible Business Combination.
2.18. Transactions Affecting Disclosure to FINRA.
2.18.1. To the Company’s
knowledge, all information contained in the questionnaires (the “FINRA Questionnaires”) completed by each of
the respondents and provided to the Representative, as such FINRA Questionnaires may be have been updated from time to time and confirmed
by each of the respondents, is true and correct and the Company has not become aware of any information which would cause the information
disclosed in the FINRA Questionnaire to become inaccurate or incorrect.
2.18.2. Except as described
in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, agreements, letters of intent, engagement
letters or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or the Initial Stockholders
with respect to the sale of the Public Securities, the Placement Securities or the Additional Placement Securities hereunder or any other
arrangements, agreements or understandings of the Company or, to the Company’s knowledge, the Initial Stockholders that may affect
the Underwriters’ compensation, as defined by FINRA.
2.18.3. The Company has not
made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or
otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided
capital to the Company; (ii) to any FINRA member participating in the offering as defined in FINRA Rule 5110(j)(15) (“Participating
Member”); or (iii) to any person or entity that has any direct or indirect affiliation or association with any Participating
Member, within the twelve (12) months prior to the Effective Date, other than payments to the Representative.
2.18.4. No officer, director,
or beneficial owner of any class of the Company’s securities (whether debt or equity, registered or unregistered, regardless of
the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is
a member, a person associated, or affiliated with a Participating Member.
2.18.5. No Company Affiliate
is an owner of stock or other securities of any Participating Member (other than securities purchased on the open market).
2.18.6. No Company Affiliate
has made a subordinated loan to any Participating Member.
2.18.7. No proceeds from the
sale of the Public Securities (excluding underwriting compensation) or the Placement Securities or Additional Placement Securities will
be paid to any Participating Member, or any persons associated or affiliated with a Participating Member, except as specifically authorized
herein and in the Subscription Agreement.
2.18.8. Except with respect
to the Representative, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to
anyone who is a Participating Member within the one hundred eighty (180)-day period prior to the initial filing date of the Registration
Statement.
2.18.9. No person to whom securities
of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has
any relationship or affiliation or association with any Participating Member.
2.18.10. No FINRA member intending
to participate in the Offering has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists
when a member of FINRA and its associated persons, parent or affiliates in the aggregate beneficially own ten percent (10%) or more of
the Company’s outstanding subordinated debt or common equity, or ten percent (10%) or more of the Company’s preferred equity.
“Members participating in the Offering” include managing agents, syndicate group members and all dealers which
are members of FINRA.
2.18.11. Except with respect
to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without
limitation, any consulting agreement or any other type of agreement) during the one hundred eighty (180)-day period prior to the initial
filing date of the Registration Statement, which arrangement or agreement provides for the receipt of any underwriting compensation (as
defined in FINRA Rule 5110.01) from the Company to a Participating Member.
2.19. Foreign Corrupt Practices
Act. Neither the Company nor the Initial Stockholders or any other person acting on behalf of the Company has, directly or indirectly,
given or agreed to give any money, gift or similar benefit (other than legal price concessions to customers in the ordinary course of
business) to any customer, supplier, employee or agent of a customer or supplier, or official or employee of any governmental agency or
instrumentality of any government (domestic or foreign) or any political party or candidate for office (domestic or foreign) or any political
party or candidate for office (domestic or foreign) or other person who was, is, or may be in a position to help or hinder the business
of the Company (or assist it in connection with any actual or proposed transaction) that: (i) might subject the Company to any damage
or penalty in any civil, criminal or governmental litigation or proceeding; (ii) if not given in the past, might have had a material adverse
effect on the assets, business or operations of the Company as reflected in any of the financial statements contained in the Registration
Statement, the Preliminary Prospectus and/or the Prospectus; or (iii) if not continued in the future, might adversely affect the assets,
business, operations or prospects of the Company. The Company’s internal accounting controls and procedures are sufficient to cause
the Company to comply with the Foreign Corrupt Practices Act of 1977, as amended.
2.20. Patriot Act.
Neither the Company nor, to the Company’s knowledge, any officer, director or Initial Stockholder has violated: (i) the Bank Secrecy
Act, as amended; (ii) the Money Laundering Control Act of 1986, as amended; or (iii) the Uniting and Strengthening of America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, and/or the rules and regulations promulgated
under any such law, or any successor law.
2.21. Officers’ Certificate.
Any certificate signed by any duly authorized officer of the Company and delivered to the Representative or to the Representative’s
counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.
2.22. Rights Agreement.
The Company has entered into a rights agreement with respect to the Rights, the Representative’s Rights, the Placement Rights and
the Additional Placement Rights with Continental Stock Transfer & Trust Company, substantially in the form filed as an exhibit to
the Registration Statement (the “Rights Agreement”).
2.23. Agreements With Officers, Directors and
Initial Stockholders.
2.23.1. Insider Letters.
The Company has caused to be duly executed legally binding and enforceable agreements (except: (i) as such enforceability may be limited
by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification,
contribution or non-compete provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific
performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought) annexed as exhibits to the Registration Statement (the “Insider Letter”),
pursuant to which each of the officers, directors and Initial Stockholders of the Company agree to certain matters.
2.23.2. Subscription Agreement.
The Sponsor has executed and delivered an agreement, the form of which is attached as an exhibit to the Registration Statement (the “Subscription
Agreement”), pursuant to which the Sponsor, among other things, will purchase an aggregate of 340,000 Placement Units (or
371,500 Placement Units if the Underwriters exercise the Over-allotment Option in full) in the Private Placement. Pursuant to the Subscription
Agreement, all of the proceeds from the sale of the Placement Units will be deposited by the Company in the Trust Account in accordance
with the terms of the Trust Agreement prior to the Closing or Over-allotment Option closing, as applicable.
2.23.3. Registration Rights
Agreement. The Company and the Initial Stockholders have entered into a registration rights agreement (the “Registration
Rights Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, whereby the parties will
be entitled to certain registration rights with respect to their securities, as set forth in such Registration Rights Agreement and described
more fully in the Registration Statement.
2.23.4. Escrow Agreement.
The Company has caused the Initial Stockholders to enter into an escrow agreement (the “Escrow Agreement”) with
Continental Stock Transfer & Trust Company, substantially in the form filed as an exhibit to the Registration Statement, whereby
the shares of Common Stock owned by the Initial Stockholders will be held in escrow during the period in which they are subject to the
transfer restrictions as set forth in the Prospectus. During such escrow period, the Initial Stockholders shall be prohibited from selling
or otherwise transferring such shares (except as otherwise set forth in the Escrow Agreement) but will retain the right to vote any such
shares of Common Stock. To the Company’s knowledge, the Escrow Agreement is enforceable against each of the Initial Stockholders
and will not, with or without the giving of notice or the lapse of time or both, result in a breach of, or conflict with any of the terms
and provisions of, or constitute a default under, any agreement or instrument to which any of the Initial Stockholders is a party.
2.24. Investment Management
Trust Agreement. The Company has entered into the Trust Agreement with respect to certain proceeds of the Offering and the Private
Placement substantially in the form filed as an exhibit to the Registration Statement.
2.25. Covenants Not to
Compete. The officers and directors of the Company and the Initial Stockholders are not subject to any non-competition agreement or
non-solicitation agreement with any employer or other person or prior employer which could materially affect its, his or her ability to
be and act in the capacity of stockholder , officer or director of the Company or to identify target companies in view of consummating
a Business Combination, as applicable.
2.26. Investments.
No more than forty-five percent (45%) of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940,
as amended (the “Investment Company Act”)) of the Company’s total assets consist of, and no more than
forty-five percent (45%) of the Company’s net income after taxes is derived from, securities other than “Government Securities”
(as defined in Section 2(a)(16) of the Investment Company Act).
2.27. Subsidiaries.
The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other business
entity.
2.28. Related Party Transactions.
No relationship, direct or indirect, exists between or among any of the Company or any Company Affiliate, on the one hand, and any director,
officer, stockholder, customer or supplier of the Company or any Company Affiliate, on the other hand, which is required by the Act, the
Exchange Act or the Regulations to be described in the Registration Statement, the Preliminary Prospectus and/or the Prospectus which
is not so described and described as required. There are no outstanding loans, advances (except normal advances for business expenses
in the ordinary course of business) or guarantees of indebtedness by the Company to or for the benefit of any of the officers or directors
of the Company or any of their respective family members, except as disclosed in the Registration Statement, the Preliminary Prospectus
and/or the Prospectus. The Company has not extended or maintained credit, arranged for the extension of credit, or renewed an extension
of credit, in the form of a personal loan to or for any director or officer of the Company.
2.29. No Influence.
The Company has not offered, or caused the Underwriters to offer, the Firm Units to any person or entity with the intention of unlawfully
influencing: (i) a customer or supplier of the Company or any Company Affiliate to alter the customer’s or supplier’s level
or type of business with the Company or such affiliate; or (ii) a journalist or publication or social media influencer to write or publish
favorable information about the Company or any such affiliate.
2.30. Trading of the Public
Securities on the Nasdaq Capital Market. As of the Effective Date and the Closing Date, the Public Securities will have been authorized
for listing on the Nasdaq Capital Market and no proceedings have been instituted or threatened which would effect, and no event or circumstance
has occurred as of the Effective Date which is reasonably likely to effect, the listing of the Public Securities on the Nasdaq Capital
Market.
2.31. Definition of “Knowledge”.
As used in this Agreement, the term “knowledge of the Company” (or similar language) shall mean the knowledge
of the officers and directors of the Company who are named in the Prospectus, with the assumption that such officers and directors shall
have made reasonable and diligent inquiry of the matters presented.
3. Covenants of the Company. The Company
covenants and agrees as follows:
3.1. Amendments to Registration
Statement. The Company will deliver to the Representative, prior to filing, any amendment or supplement to the Registration Statement
or Prospectus proposed to be filed after the Effective Date and will not file any such amendment or supplement to which the Representative
shall reasonably object in writing.
3.2. Federal Securities Laws.
3.2.1. Compliance. During
the time when a registration statement, prospectus or proxy statement, or any amendment or supplement thereto, is required to be filed
or delivered under the Act, the Regulations, the Exchange Act or the regulations under the Exchange Act, and when any Business Combination
Filing (as defined below) is filed or delivered with the Commission, at the time of use, and at the time of closing of any Business Combination,
the Company will use all reasonable efforts to (i) comply with all requirements imposed upon it by the Act, the Regulations, the Exchange
Act and by the regulations under the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales
of or dealings in the Public Securities in accordance with the provisions hereof and the Prospectus, and in connection with the solicitation
of proxies and the registration of securities to be issued in connection with a Business Combination, as applicable, and (ii) disclose
all material statements that are required to be stated therein in accordance with the Act and the Regulations, the Exchange Act and the
regulations under the Exchange Act and ensure that neither the registration statement, prospectus, proxy statement or Business Combination
Filings, nor any amendment thereto, on their respective dates, will contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein, not misleading. In furtherance of the foregoing
(and without limitation thereof), the Company shall include in each applicable proxy statement appropriate disclosure of the nature, fees
and Audit Committee review of all non-audit services, if any, received by the Company from its independent auditor. If at any time when
a prospectus or proxy statement, or any amendment or supplement thereto, or any Business Combination Filing relating to the Public Securities
and the Business Combination, as applicable, is required to be filed or delivered under the Act or the Exchange Act, an event or circumstance
shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as
then amended or supplemented, or any other registration statement, prospectus or proxy statement relating to the Business Combination
includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary during such period
to amend (i) the Registration Statement or amend or supplement the Prospectus, and (ii) any registration statement, prospectus or proxy
statement relating to a Business Combination, or any amendment or supplement thereof (each, a “Business Combination Filing”
and, collectively the “Business Combination Filings”), as applicable, to comply with the Act, the Company will
notify the Representative promptly and prepare and file with the Commission, subject to Sections 3.1, 3.22 and 3.23
hereof, an appropriate amendment or supplement to the Registration Statement, the Prospectus and any Business Combination Filings, as
applicable, and in each case at the expense of the Company, so as to correct such statement or omission or effect such compliance.
3.2.2. Filing of Final Prospectus.
The Company will file the Prospectus (in form and substance satisfactory to the Representative) with the Commission pursuant to the requirements
of Rule 424 of the Regulations.
3.2.3. Exchange Act Registration.
For a period of five (5) years from the Effective Date, or until such earlier time upon which the Company is required to be liquidated,
the Company will use its best efforts to maintain the registration of the Units, shares of Common Stock and Rights under the provisions
of the Exchange Act. The Company will not deregister the Units, Common Stock and Rights prior to the Business Combination without the
prior written consent of the Representative.
3.2.4. Sarbanes-Oxley Compliance.
As soon as it is legally required to do so, the Company shall take all actions necessary to obtain and thereafter maintain material compliance
with each applicable provision of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder and
related or similar rules and regulations promulgated by any other governmental or self-regulatory entity or agency with jurisdiction over
the Company.
3.2.5. Blue Sky Filing.
Unless the Public Securities are listed on the Nasdaq Capital Market or another national securities exchange, the Company, at its expense,
will endeavor in good faith, in cooperation with the Representative, at or prior to the time the Registration Statement becomes effective,
to qualify the Public Securities for offering and sale under the securities laws of such jurisdictions as the Representative may reasonably
designate, provided that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would
be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. In each jurisdiction
where such qualification shall be effected, the Company will, unless the Representative agrees that such action is not at the time necessary
or advisable, use its best efforts to file and make such statements or reports at such times as are or may be required by the laws of
such jurisdiction.
3.2.6. Delivery to Underwriters
of Prospectuses. The Company will deliver to each of the several Underwriters, without charge, from time to time during the period
when the Prospectus is required to be delivered under the Act or the Exchange Act such number of copies of each Preliminary Prospectus
and Prospectus and all amendments and supplements to such documents as such Underwriters may reasonably request and, as soon as the Registration
Statement or any amendment or supplement thereto becomes effective, deliver to the Representative two original executed Registration Statements,
including exhibits, and all post-effective amendments thereto and copies of all exhibits filed therewith or incorporated therein by reference
and all original executed consents of certified experts.
3.3. Effectiveness and
Events Requiring Notice to the Representative. The Company will use its best efforts to cause the Registration Statement to remain
effective and will notify the Representative immediately and confirm the notice in writing: (i) of the effectiveness of the Registration
Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration
Statement, or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus or the Prospectus
or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission
of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the
initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any
amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional
information from the Commission; and (vi) of the happening of any event during the period described in Section 3.4 hereof that,
in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Preliminary Prospectus
and/or the Prospectus untrue or that requires the making of any changes in the Registration Statement, the Preliminary Prospectus and/or
the Prospectus in order to make the statements therein, (with respect to the Prospectus, in light of the circumstances under which they
were made), not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification
at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.
3.4. Review of Financial
Statements. Until the earlier of five (5) years from the Effective Date, or until such earlier date upon which the Company is required
to be liquidated, the Company, at its expense, shall cause its regularly engaged independent certified public accountants to review (but
not audit) the Company’s financial statements for each of the first three fiscal quarters prior to the announcement or filing of
quarterly financial information, if any.
3.5. Affiliated Transactions.
3.5.1. Business Combinations.
The Company will not consummate a Business Combination with any entity which is affiliated with the Initial Stockholders or an officer
or director of the Company unless the Company obtains an opinion from an independent investment banking firm regulated by FINRA or independent
accounting firm stating the Business Combination is fair to the Company’s stockholders from a financial perspective.
3.5.2. Administrative Services.
The Company has entered into an administrative services agreement (the “Services Agreement”) with the Sponsor in the form
filed as an exhibit to the Registration Statement pursuant to which the Sponsor has made and will continue to make available to the Company
general and administrative services including office space and utilities for the Company’s use for $20,000 per month.
3.5.3. Compensation.
Except as set forth in this Section 3.5, the Company shall not pay any officer, director or Initial Stockholder, or any of their
affiliates, any fees or compensation from the Company, for services rendered to the Company prior to, or in connection with, the Offering
or the consummation of a Business Combination; provided that upon consummation of a Business Combination, they shall be entitled
to reimbursement from the Company for out-of-pocket expenses in connection with activities on behalf of the Company as described in the
Prospectus.
3.6. Secondary Market Trading.
In the event the Public Securities are not listed on the Nasdaq Capital Market or another national securities exchange, the Company will
(i) apply to be included in Mergent, Inc. Manual for a period of five (5) years from the consummation of a Business Combination, (ii)
take such commercially reasonable steps as may be necessary to obtain a secondary market trading exemption for the Company’s securities
in such jurisdictions as may be reasonably requested by the Representative and (iii) take such other action as may be reasonably requested
by the Representative to obtain a secondary market trading exemption in such other states as may be requested by the Representative; provided
that no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general
process or to taxation as a foreign entity doing business in such jurisdiction.
3.7. Business Combination.
The Company will not consummate a Business Combination with any entity which is affiliated with the Initial Stockholders or an officer
or director of the Company unless the Company obtains an opinion from an independent investment banking firm regulated by FINRA or independent
accounting firm stating the Business Combination is fair to the Company’s stockholders from a financial perspective.
3.8. Financial Public Relations
Firm. Promptly after the execution of a definitive agreement for a Business Combination, the Company shall retain a financial public
relations firm reasonably acceptable to the Representative for a term to be agreed upon by the Company and the Representative.
3.9. Reports to the Representative.
3.9.1. Periodic Reports,
Etc. For a period of five (5) years from the Effective Date or until such earlier time upon which the Company is dissolved, the Company
will furnish to the Representative and its counsel copies of such financial statements and other periodic and special reports as the Company
from time to time furnishes generally to holders of any class of its securities, and promptly furnish to the Representative: (i) a copy
of each periodic report the Company shall be required to file with the Commission; (ii) a copy of every press release and every news item
and article with respect to the Company or its affairs which was released by the Company; (iii) a copy of each Form 8-K or Schedules 13D,
13G, 14D-1 or 13E-4 received or prepared by the Company; (iv) five (5) copies of each Registration Statement; and (v) such additional
documents and information with respect to the Company and the affairs of any future subsidiaries of the Company as the Representative
may from time to time reasonably request; provided that the Representative shall sign, if requested by the Company, a Regulation
FD compliant confidentiality agreement which is reasonably acceptable to the Representative and its counsel in connection with the Representative’s
receipt of such information. Documents filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System
(“EDGAR”) shall be deemed to have been delivered to the Representative pursuant to this section.
3.9.2. Transfer Sheets.
For a period of five (5) years following the Effective Date or until such earlier time upon which the Company is dissolved, the Company
shall retain a transfer agent acceptable to the Representative (the “Transfer Agent”). In the event the Public
Securities are not listed on the Nasdaq Capital Market or another national securities exchange, the Company will furnish to the Underwriters
at the Company’s sole cost and expense such transfer sheets of the Company’s securities as the Representative may request,
including the daily and monthly consolidated transfer sheets of the Transfer Agent and DTC. Continental Stock Transfer & Trust Company
is an acceptable Transfer Agent to the Representative.
3.9.3. Trading Reports.
If the Public Securities are quoted on the OTC Bulletin Board (or any successor trading market) or a market operated by the OTC Market
Group Inc. (or similar publisher of quotations), then during such time the Company shall provide to the Representative, at its expense,
such reports published by the OTC Bulletin Board or the OTC Market Group Inc. relating to price trading of the Public Securities, as the
Representative shall reasonably request. In addition to the requirements of the preceding sentence, if the Public Securities are not listed
on the Nasdaq Capital Market or such other national securities exchange for a period of two (2) years from the Closing Date, the Company,
at its expense, shall provide Chardan a subscription to the Company’s weekly Depository Transfer Company Security Position Reports.
3.10. Disqualification
of Form S-1. For a period equal to seven (7) years from the date hereof, the Company will not take any action or actions which may
prevent or disqualify the Company’s use of Form S-1 (or other appropriate form) for the registration of the securities underlying
the Representative’s Interests under the Act.
3.11. Payment of Expenses.
3.11.1. General Expenses
Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the
extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement,
including, but not limited to: (i) the Company’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing,
mailing (including the payment of postage with respect to such mailing) and delivering the Registration Statement, the Preliminary Prospectus
and final Prospectus contained therein and amendments thereto, post-effective amendments and supplements thereto, this Agreement and related
documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in
quantities as may be required by the Underwriters; (iii) the printing, engraving, issuance and delivery of the Units, the Common Stock
and the Rights included in the Units, the Representative’s Purchase Option and the Representative’s Shares , including any
transfer or other taxes payable thereon; (iv) if the Public Securities are not listed on the Nasdaq Capital Market or such other national
securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws specified by Representative,
including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto,
and fees and disbursements for counsel of the Representative’s choice retained for such purpose; (v) filing fees (including SEC
filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing
fees incurred in registering the Offering with FINRA and FINRA-related legal fees; (vii) fees and disbursements of the registrar and transfer
and rights agent; (viii) the Company’s expenses associated with “due diligence” meetings arranged by the Representative
(none of which will be received or paid on behalf of a Participating Member; (ix) all costs and expenses associated with “road show”
marketing and “due diligence” trips for the Company’s management to meet with prospective investors, including without
limitation, all travel, food and lodging expenses associated with such trips; (x) all fees, expenses and disbursements relating to background
checks of the Company’s directors, director nominees and executive officers; and (xi) all other reasonable costs and expenses incident
to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10.1 that the
Underwriters have notified the Company about on or prior to the Closing Date. The Representative may deduct from the net proceeds of the
Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid
by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees
and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $150,000 in the aggregate. If the
Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach
or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for
all reasonable documented out-of-pocket expenses incurred by the Representative in connection with the Offering including, without limitation,
its legal fees (less any amounts previously paid), up to an aggregate amount of $150,000. It is acknowledged that the Company already
paid $50,000 to the Representative, which shall be credited against the aggregate amount of $150,000. To the extent that the Representative’s
out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company. Notwithstanding anything
to the contrary herein, other than counsel and background check fees, Chardan will not incur any expense in excess of $5,000 without the
Company’s prior written consent. Notwithstanding the forgoing, any advances received by the Representative will be paid back to
the Company to the extent not actually incurred in accordance with FINRA Rule 5110(g)(1)(A).
3.11.2. Fee on Termination
of Offering. Notwithstanding anything contained herein to the contrary, upon termination of the Offering the Company shall: (A)
reimburse the Representative for, or otherwise pay and bear, the expenses and fees to be paid and borne by the Company as provided for
in Section 3.10.1 above, as applicable, and (B) reimburse the Representative for the full amount of its accountable out-of-pocket
expenses actually incurred to such date (which shall include, but shall not be limited to, all fees and disbursements of the Representative’s
counsel, travel, lodging and other “road show” expenses, mailing, printing and reproduction expenses, and any expenses incurred
by the Representative in conducting its due diligence, including background checks of the Company’s officers and directors), up
to an aggregate amount of $75,000, less the amounts previously paid and any amounts previously paid to the Representative in reimbursement
for such expenses. If applicable, and solely in the event of a termination of this Offering, the Representative shall refund to the Company
any portion of any advance payment previously received by the Representative which is in excess of the accountable out-of-pocket expenses
actually incurred to such date by the Representative.
3.11.3. Excise Taxes and
Fees. In the event an excise tax and/or any other similar fee or tax in nature is levied or imposed on the Company pursuant to
any current, pending or future rule(s) or law(s), including without limitation any excise tax due under the Inflation Reduction Act (IRA)
of 2022 in relation to a redemption of securities as described in the Registration Statement or otherwise, the Company and the Sponsor
hereby agree to promptly pay each such tax or fee (but in any event, each such payment shall be made on or prior to the due date applicable
for the payment of such tax and/or fee). In the event the Company is unable to pay such a tax or fee, the Company agrees to promptly notify
and cause the Sponsor to either pay such tax or fee on behalf of the Company or advance funds to the Company to assure payment of the
tax or fee by the Company on or before the applicable due date. The Company and the Sponsor further agree not to make payment of any such
tax or fee from the Trust Account and further agree not to seek recourse for such tax or fee from the Trust Account.
3.12. Application of Net
Proceeds. The Company will apply the net proceeds from the Offering received by it in a manner consistent with the application described
under the caption “Use of Proceeds” in the Prospectus.
3.13. Delivery of Earnings
Statements to Security Holders. The Company will make generally available to its security holders as soon as practicable, but not
later than the first day of the fifteenth (15th) full calendar month following the Effective Date, an earnings statement (which need not
be certified by independent public or independent certified public accountants unless required by the Act or the Regulations, but which
shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Act) covering a period of at least twelve (12) consecutive months
beginning after the Effective Date.
3.14. Notice to FINRA.
3.43.1. Business Combination.
In the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search
for a merger candidate or to provide any other merger and acquisition services, the Company will provide the following to the Representative
prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services;
and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered a Participating
Member with respect to the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will
be made in any proxy or tender offer statement which the Company files in connection with the Business Combination.
3.14.2. Broker/Dealer.
In the event the Company intends to register as a broker/dealer, merge with or acquire a registered broker/dealer, or otherwise become
a member of FINRA, it shall promptly notify FINRA.
3.15. Stabilization.
Neither the Company, nor, to its knowledge, any of its employees, directors or stockholders (without the consent of the Representative)
has taken or will take, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected to
cause or result in, under the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Units.
3.16. Internal Controls.
The Company will maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions
are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary in order
to permit preparation of financial statements in accordance with generally accepted accounting principles and to maintain accountability
for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv)
the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect
to any differences.
3.17. Accountants.
For a period of five (5) years from the Effective Date or until such earlier time upon which the Company is required to be liquidated,
the Company shall retain Marcum or other independent public accountants reasonably acceptable to the Representative.
3.18. Form 8-K. The
Company shall, on the date hereof, retain its independent public accountants to audit the financial statements of the Company as of the
Closing Date (the “Audited Financial Statements”) reflecting the receipt by the Company of the proceeds of the Offering and
the Private Placement, as well as the proceeds from the exercise of the Over-Allotment if such exercise has occurred on the date of the
Prospectus. Within four (4) Business Days of the Closing Date, the Company will file a Current Report on Form 8-K with the Commission,
which Report shall contain the Audited Financial Statements.
3.19. FINRA. The Company
shall advise FINRA if it is aware that any 10% or greater stockholder of the Company becomes an affiliate or associated person of a FINRA
member participating in the distribution of the Company’s Public Securities.
3.20. Corporate Proceedings.
All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement and the transactions contemplated
hereby shall have been done to the reasonable satisfaction to counsel for the Underwriters.
3.21. Investment Company.
The Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested only in “government securities”
with specific maturity dates or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company
Act as set forth in the Trust Agreement and disclosed in the Prospectus. The Company will otherwise conduct its business in a manner so
that it will not become subject to the Investment Company Act. Furthermore, once the Company consummates a Business Combination, it will
be engaged in a business other than that of investing, reinvesting, owning, holding or trading securities.
3.22. Business Combination
Announcement. Within four (4) Business Days following the consummation by the Company of a Business Combination, the Company shall
cause an announcement (“Business Combination Announcement”) to be issued by a press release service announcing the consummation
of the Business Combination and, at the option of the Representative, indicating that the Representative was one of the underwriters in
the Offering and also indicating the name and location of any financial advisors engaged by the Company as a merger and acquisitions advisor
or otherwise in support of the Business Combination. The Company shall supply the Representative with a draft of the Business Combination
Announcement and provide the Representative with a reasonable advance opportunity to comment thereon. The Company will not issue the Business
Combination Announcement without the final approval of the Representative, which approval will not be unreasonably withheld.
3.23. Press Releases.
The Company agrees that it will not issue press releases or engage in any other publicity, without Chardan’s prior written consent
(not to be unreasonably withheld), for a period of twenty-five (25) days after the Effective Date.
3.24. Electronic Prospectus.
The Company shall cause to be prepared and delivered to the Representative, at its expense, within one (1) Business Day from the Effective
Date, an Electronic Prospectus to be used by the Underwriters in connection with the Offering. As used herein, the term “Electronic
Prospectus” means a form of prospectus, and any amendment or supplement thereto, that meets each of the following conditions:
(i) it shall be encoded in an electronic format, satisfactory to the Representative, that may be transmitted electronically by the other
Underwriters to offerees and purchasers of the Units for at least the period during which a Prospectus relating to the Units is required
to be delivered under the Act; (ii) it shall disclose the same information as the paper prospectus and prospectus filed pursuant to EDGAR,
except to the extent that graphic and image material cannot be disseminated electronically, in which case such graphic and image material
shall be replaced in the electronic prospectus with a fair and accurate narrative description or tabular representation of such material,
as appropriate; and (iii) it shall be in or convertible into a paper format or an electronic format, satisfactory to the Representative,
that will allow recipients thereof to store and have continuously ready access to the prospectus at any future time, without charge to
such recipients (other than any fee charged for subscription to the Internet as a whole and for on-line time). The Company hereby confirms
that it has included or will include in the Prospectus filed pursuant to EDGAR or otherwise with the Commission and in the Registration
Statement at the time it was declared effective an undertaking that, upon receipt of a request by an investor or his or her representative
within the period when a prospectus relating to the Units is required to be delivered under the Act, the Company shall transmit or cause
to be transmitted promptly, without charge, a paper copy of the Prospectus.
3.25. Reservation of Shares
of Common Stock. The Company will reserve and keep available that maximum number of its authorized but unissued securities which are
issuable upon exercise or conversion of Rights, the Placement Rights, the Additional Placement Rights outstanding from time to time, and
are issuable upon exercise of Chardan’s option to receive the Deferred Equity.
3.26. Private Placement
Proceeds. Immediately upon establishment of the Trust Account and prior to the Closing, the Company shall deposit all of the proceeds
from the sale of the Placement Units in the Private Placement in the Trust Account and shall provide the Representative with evidence
of the same.
3.27. No Amendment to Charter.
3.27.1. Prior to the closing
of a Business Combination, the Company covenants and agrees it will not seek to amend or modify its amended and restated certificate of
incorporation and bylaws without the prior approval of its Board of Directors and the affirmative vote of at least a majority of the voting
power of the Common Stock.
3.27.2. The Company acknowledges
that the purchasers of the Firm Units and Option Units in this Offering shall be deemed to be third party beneficiaries of this Section
3.26.
3.27.3. The Representative and
the Company specifically agree that this Section 3.26 shall not be modified or amended in any way without the approval of at least
a majority of the voting power of the Common Stock.
3.28. Financial Printer.
The Company shall retain a financial printer, reasonably acceptable to the Representative, for the purpose of facilitating the Company’s
EDGAR filings and the printing of the Preliminary Prospectus and Prospectus.
3.29. Listing on the Nasdaq
Capital Market. The Company will use its best efforts to maintain the listing of the Public Securities on the Nasdaq Capital Market
or another national securities exchange until the earlier of five (5) years from the Effective Date or until the Public Securities are
no longer registered under the Exchange Act.
3.30. Payment of Deferred
Underwriting Discount and Issuance of Deferred Equity at Option of Chardan at the Time of a Business Combination. Upon the consummation
of a Business Combination, the Company agrees that it will cause the Trustee to pay the Deferred Underwriting Discount directly from the
Trust Account to Chardan, in accordance with Section 1.3.1, and the Company shall issue the Deferred Equity to Chardan in accordance
with Section 1.3.2.
3.31. Right of First Refusal.
The Company agrees that if the Firm Units are sold in accordance with the terms of this Underwriting Agreement, the Company shall grant
Representative the right to act as a book-running manager or placement agent with at least 30% of the economics, for any and all future
public and private equity, equity linked and debt offerings of the Company, or any successor to or any subsidiary or merger partner of
the Company. The right of participation shall terminate on the earlier of the fifteen (15) month anniversary of the closing of this Offering.
The Company and any such subsidiary or successor will use its best efforts to offer the Representative the opportunity to purchase or
sell any securities in such a proposed financing on terms not more favorable to the Company or any such subsidiary or successor, as the
case may be, than it or they can secure elsewhere. If the Representative fails to accept such offer within ten (10) Business Days after
the mailing of a notice containing the material terms of the proposed financing by registered mail or overnight courier service addressed
to the Representative, then the Representative shall have no further claim or right with respect to the financing proposal contained in
such notice. If, however, the terms of such financing proposal are subsequently modified in any material respect, the preferential right
referred to herein shall apply to such modified proposal as if the original proposal had not been made. The Representative’s failure
to exercise its preferential right with respect to any particular proposal shall not affect its preferential rights relative to future
proposals.
3.32 Key Man Life Insurance.
Prior to the closing of the Business Combination, the Company shall have procured and shall covenant to maintain “key man”
life insurance (in amounts agreed to by Chardan and with the Company as the sole beneficiary thereof) with an insurer rated at least AA
or better in the most recent edition of “Best’s Life Reports” on the life of the Chief Executive Officer of the Company.
3.33 Investors Relation
Firm. Promptly after the execution of a definitive agreement for a Business Combination, the Company shall retain an investor relations
firm with the expertise necessary to assist the Company both before and after the consummation of the Business Combination.
3.34. D&O Insurance.
On or prior to the Effective Date, the Company will have in place directors and officers liability insurance from an insurer and in amounts
reasonably acceptable, and shall provide evidence thereof, to the Representative.
3.35. Effective Date Deliveries.
On the Effective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Rights Agreement,
the Services Agreement, all of the Insider Letters, the Subscription Agreement, and the Registration Rights Agreement.
3.36. Business Combination
Advisors. The Underwriters have not been engaged, do not undertake and specifically exclude from the scope of services under this
Agreement, any services to the Company, and any responsibility or obligation to participate in, any aspect of the Business Combination,
such as identifying potential target companies, negotiating Business Combination terms, and/or finding investors for and negotiating a
PIPE or any other financing transactions. An engagement with respect to any such activities shall only occur upon execution and delivery
of a separate advisory or placement agency or similar agreement duly authorized by the Company and the Representative or any of the other
Underwriters.
4. Conditions of Underwriters’ Obligations.
The obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing
accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option
Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance
by the Company of its obligations hereunder and to the following conditions:
4.1. Regulatory Matters.
4.1.1. Effectiveness of Registration
Statement. The Registration Statement shall have become effective not later than 5:00 p.m., New York time, on the date of this Agreement
or such later date and time as shall be consented to in writing by the Representative, and, at each of the Closing Date and the Option
Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for the
purpose shall have been instituted or shall be pending or contemplated by the Commission and any request on the part of the Commission
for additional information shall have been complied with to the reasonable satisfaction of Hunter Taubman Fischer & Li LLC.
4.1.2. FINRA Clearance.
By the Effective Date, the Representative shall have received clearance from FINRA as to the terms and arrangements and amount of compensation
allowable or payable to the Underwriters as described in the Registration Statement.
4.1.3. No Commission Stop
Order. At each of the Closing Date and the Option Closing Date, the Commission has not issued any order or threatened to issue any
order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or any part thereof, and has not instituted or
threatened to institute any proceedings with respect to such an order.
4.1.4. No Blue Sky Stop Orders.
No order suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 3.3 hereof,
if any, shall have been issued on either the Closing Date or the Option Closing Date, and no proceedings for that purpose shall have been
instituted or shall be contemplated.
4.1.5. The Nasdaq Capital
Market. By the Effective Date, the Public Securities, the Placement Securities and the Additional Placement Securities, shall have
been approved for trading on the Nasdaq Capital Market.
4.2. Company Counsel Matters.
4.2.1. Closing Date Opinion
of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Sichenzia Ross Ference LLP (“SRF”),
counsel to the Company, dated the Closing Date, addressed to the Representative and the other Underwriters and in form and substance reasonably
satisfactory to the Representative. The opinion of counsel shall further include a statement to the effect that such counsel has participated
in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company
and representatives of the Underwriters at which the contents of the Registration Statement, final Preliminary Prospectus, the Prospectus
and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the Registration Statement, final Preliminary Prospectus and the Prospectus (except
as otherwise set forth in such opinion), no facts have come to the attention of such counsel which lead them to believe that either the
Registration Statement, final Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, as of the date of such
opinion contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such
counsel need express no opinion with respect to the financial statements and related notes and schedules and other financial and statistical
data included in the Registration Statement, final Preliminary Prospectus or the Prospectus or matters relating to the sale of securities
in any jurisdiction outside the U.S.). The opinion of counsel shall state that such counsel is not opining as to the Placement Securities
with respect to any rights to rescind or the effect any exercise of such rights will have on any other securities of the Company or on
the Offering.
4.2.2. Option Closing Date
Opinion of Counsel. On each Option Closing Date, if any, the Representative shall have received the favorable opinion of SRF, dated
each Option Closing Date, addressed to the Representative and in form and substance reasonably satisfactory to counsel to the Representative,
confirming as of each Option Closing Date, the statements made by SRF in its opinion delivered on the Closing Date.
4.2.3. Reliance. In rendering
such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and
jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all,
upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable
to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates
or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents
respecting the good standing of the Company, provided that copies of any such statements or certificates shall be delivered to
the Underwriters’ counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the
Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to
the Underwriters.
4.3. Cold Comfort Letter.
At the time this Agreement is executed, and at each of the Closing Date and the Option Closing Date, if any, the Representative shall
have received a letter, addressed to the Representative and in form and substance satisfactory in all respects (including the nature of
the changes or decreases, if any, referred to in Section 4.3.3 below) to the Representative and its counsel from Marcum dated,
respectively, as of the date of this Agreement and as of the Closing Date and the Option Closing Date, if any.
4.3.1. Confirming that they
are an independent registered public accounting firm with respect to the Company within the meaning of the Act and the applicable Regulations
and that they have not, during the periods covered by the financial statements included in the Registration Statement and the Prospectus,
provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act, except for those non-audit
services described in the Registration Statement and the Prospectus that do not impact their status as an independent registered public
accounting firm, which description shall include the nature of the non-audit services and the aggregate amount billed since the formation
of the Company and a confirmation that the Audit Committee of the Company approved such non-audit services, and;
4.3.2. Stating that in their
opinion the financial statements of the Company included in the Registration Statement, the Preliminary Prospectus and the Prospectus
comply as to form in all material respects with the applicable accounting requirements of the Act and the Regulations thereunder;
4.3.3. Stating that, on the
basis of limited procedures which included a reading of the latest available minutes of the stockholders and board of directors and the
various committees of the board of directors, consultations with officers and other employees of the Company responsible for financial
and accounting matters and other specified procedures and inquiries, nothing has come to their attention which would lead them to believe
that: (a) at a date not later than five (5) days prior to the Effective Date, Closing Date or Option Closing Date, as the case may be,
there was any change in the capital stock or long-term debt of the Company, or any decrease in the stockholders’ equity of the Company
as compared with amounts shown in the June 30, 2022 balance sheet included in the Registration Statement, the Preliminary Prospectus and
the Prospectus, other than as set forth in or contemplated by the Registration Statement, the Preliminary Prospectus and the Prospectus,
or, if there was any decrease, setting forth the amount of such decrease; and (c) during the period from June 30, 2022 (balance sheet
date) to a specified date not later than five (5) days prior to the Effective Date, Closing Date or Option Closing Date, as the case may
be, there was any decrease in net earnings or net earnings per share of Common Stock, in each case as compared with the Statement of Operations
for the period from January 13, 2021 (inception) to June 30, 2022 included in the Registration Statement and the Prospectus, or, if there
was any such decrease, setting forth the amount of such decrease;
4.3.4. Stating that they have
compared specific dollar amounts, numbers of shares, percentages of earnings, statements and other financial information pertaining to
the Company set forth in the Registration Statement, the Preliminary Prospectus and the Prospectus in each case to the extent that such
amounts, numbers, percentages, statements and information may be derived from the general accounting records, including work sheets, of
the Company and excluding any questions requiring an interpretation by legal counsel, with the results obtained from the application of
specified readings, inquiries and other appropriate procedures (which procedures do not constitute an examination in accordance with the
standards of the PCAOB) set forth in the letter and found them to be in agreement; and
4.3.5. Statements as to such
other matters incident to the transaction contemplated hereby as the Representative may reasonably request.
4.4. Officers’ Certificates.
4.4.1. Officers’ Certificate.
At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed
by the Chief Executive Officer or the President and the Secretary or Assistant Secretary of the Company, dated the Closing Date or the
Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all
conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option
Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and
that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth
in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates
of officers of the Company as the Representative may reasonably request.
4.4.2. Secretary’s
Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate
of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the
case may be, certifying: (i) that the amended and restated certificate of incorporation and bylaws of the Company are true and complete,
have not been modified and are in full force and effect; (ii) that the resolutions relating to the Offering are in full force and effect
and have not been modified; (iii) all correspondence between the Company or its counsel and the Commission; (iv) all correspondence between
the Company or its counsel and the Nasdaq Stock Market; (v) as to the incumbency of the officers of the Company and (vi) a good standing
certificate from the State of Delaware. The documents referred to in such certificate shall be attached to such certificate.
4.5. No Material Changes.
Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or
development that is likely to result in a material adverse change in the condition or prospects or the business activities, financial
or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and Prospectus;
(ii) no action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or the Initial Stockholders
before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or
finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as
set forth in the Registration Statement, the Preliminary Prospectus and Prospectus; (iii) no stop order shall have been issued under the
Act and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Preliminary
Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be
stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act
and the Regulations, and neither the Registration Statement, the Preliminary Prospectus nor the Prospectus nor any amendment or supplement
thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
4.6. Effective Date Deliveries.
On the Effective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Rights Agreement,
all of the Insider Letters, the Subscription Agreement, the Registration Rights Agreement, the Escrow Agreement and the Services Agreement.
4.7. Closing Date Deliveries.
On the Closing Date, the Company shall have delivered to the Representative the Representative’s Purchase Option.
5. Indemnification.
5.1. Indemnification of Underwriters.
5.1.1. General. Subject
to the conditions set forth below, the Company agrees to indemnify and hold harmless each of the Underwriters and each dealer selected
by the Representative that participates in the offer and sale of the Units (each a “Selected Dealer”) and each
of their respective directors, officers and employees and each person, if any, who controls any such Underwriter (“Controlling
Person”) within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against any and all loss, liability,
claim, damage and expense whatsoever (including but not limited to any and all legal or other expenses reasonably incurred in investigating,
preparing or defending against any litigation, claim, action, suit, proceeding or investigation commenced or threatened, or any other
claim whatsoever, whether arising out of any action between any of the Underwriters and the Company or between any of the Underwriters
and any third party, including a government authority, or otherwise) to which they or any of them may become subject under the Act, the
Exchange Act or any other federal, state or local statute, law, rule, regulation or ordinance or at common law or otherwise or under the
laws, rules and regulation of foreign countries, arising out of or based upon:
(A) any untrue statement or
alleged untrue statement of a material fact contained in: (i) in any Preliminary Prospectus, the Registration Statement, or the Prospectus
(as from time to time each may be amended and supplemented); (ii) in any post-effective amendment or amendments or any new registration
statement, prospectus or proxy statement relating to any Public Securities; (iii) in any Business Combination Filings or in any other
materials shared or used in connection with a Business Combination with the Company’s stockholders or potential investors; or (iv)
in any oral or written testing-the-waters communications, any application or other document or written communication (in this Section
5, collectively called “Application”) executed or used by the Company;
(B) any untrue statement or
alleged untrue statement of a material fact based upon written information furnished by the Company in any jurisdiction in order to qualify
the Units under the securities laws thereof or filed with the Commission, any state securities commission or agency, the Nasdaq Stock
Market or any securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading; or
(C) any untrue statement or
alleged untrue statement of a material fact used in any business combination marketing or capital markets advisory activities by any Underwriter
on the Company’s behalf in connection with a Business Combination, except to the extent such statement or omission was made in reliance
upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter
expressly for use in any Preliminary Prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereof,
in any Business Combination Filings or in any other materials or communications shared or used in connection with a Business Combination
with the Company’s stockholders or potential investors.
5.1.2. Solely with respect to
any untrue statement or omission or alleged untrue statement or omission made in the Preliminary Prospectus or any amendment or supplement
thereof, the indemnity agreement contained in this paragraph shall not inure to the benefit of any Underwriter to the extent that any
loss, liability, claim, damage or expense of such Underwriter results from the fact that a copy of the Prospectus was not given or sent
to the person asserting any such loss, liability, claim or damage at or prior to the written confirmation of sale of the Public Securities
to such person as required by the Act and the Regulations, and if the untrue statement or omission has been corrected in the Prospectus,
unless such failure to deliver such materials was a result of non-compliance by the Company with its obligations under Section 3.2
hereof or under any other laws, rules and regulations.
5.1.3. The Company agrees to
promptly notify the Representative of the commencement of any litigation or proceedings against the Company or any of its officers, directors
or Controlling Persons in connection with the issue and sale of the Public Securities or in connection with the Preliminary Prospectus,
the Registration Statement, or the Prospectus, in any Business Combination Filings or in any other materials or communications shared
or used in connection with a Business Combination with the Company’s stockholders or potential investors.
5.1.4. Procedure. If
any action is brought against an Underwriter or Controlling Person in respect of which indemnity may be sought against the Company pursuant
to Section 5.1.1, such Underwriter shall promptly notify the Company in writing of the institution of such action and the Company
shall promptly assume the defense of such action, including the employment and fees of counsel (subject to the reasonable approval of
such Underwriter) and payment of actual expenses. Such Underwriter or Controlling Person shall have the right to employ its or their own
counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or such Controlling Person
unless: (i) the employment of such counsel at the expense of the Company shall have been authorized in writing by the Company in connection
with the defense of such action within reasonable time under the circumstances; (ii) the Company shall not have assumed defense of such
action pursuant to the preceding sentence; or (iii) such indemnified party or parties shall have reasonably concluded that there may be
defenses available to it or them which are different from or additional to those available to the Company, or another conflict of interest
or conflict as to legal representation exists (in which case the Company shall not have the right to direct the defense of such action
on behalf of the indemnified party or parties), in any of which events the reasonable fees and expenses of not more than one additional
firm of attorneys selected by the Underwriter and/or Controlling Person shall be borne by the Company. The Company shall not, without
the prior written consent of the Underwriter, effect any settlement of any pending or threatened action in respect of which any Underwriter
is or could have been a party and indemnity could have been sought hereunder by such Underwriter unless such settlement (i) includes an
unconditional release of such Underwriter from all liability on any claims that are the subject matter of such action 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 an Underwriter. Notwithstanding
anything to the contrary contained herein, if the Underwriter or Controlling Person shall assume the defense of such action as provided
above, the Company shall have the right to approve the terms of any settlement of such action which approval shall not be unreasonably
withheld or delayed.
5.2. Indemnification of
the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, officers
and employees and agents who control the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against
any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to the several Underwriters,
as incurred, because of untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus,
the Registration Statement, or the Prospectus, or any amendment or supplement thereto, or in any Application, in reliance upon, and in
strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of the Underwriter
expressly for use in such Preliminary Prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereto
or in any such Application, which furnished written information, it is expressly agreed, consists solely of the information described
in the last sentence of Section 2.3.1. In case any action shall be brought against the Company or any other person so indemnified
based on any Preliminary Prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereto or any Application,
and in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the
Company, and the Company and each other person so indemnified shall have the rights and duties given to the several Underwriters by the
provisions of Section 5.1.4. The advancement, reimbursement, indemnification and contribution obligations of the Company required
hereby shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as every liability
and expense is incurred and is due and payable, and in such amounts as fully satisfy each and every liability and expense as it is incurred
(and in no event later than 10 days following the date of any invoice therefore).
5.3. Contribution.
5.3.1. Contribution Rights.
In order to provide for just and equitable contribution under the Act in any case in which: (i) any person entitled to indemnification
under this Section 5 makes a claim for indemnification pursuant hereto but it is judicially determined (by the entry of a final
judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal)
that such indemnification may not be enforced in such case notwithstanding the fact that this Section 5 provides for indemnification
in such case; or (ii) contribution under the Act, the Exchange Act or otherwise may be required on the part of any such person in circumstances
for which indemnification is provided under this Section 5, then, and in each such case, the Company and the Underwriters shall
contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred
by the Company and the Underwriters, as incurred, in such proportions that the Underwriters are responsible for that portion represented
by the percentage that the underwriting discount appearing on the cover page of the Prospectus bears to the initial offering price appearing
thereon and the Company is responsible for the balance; provided, that, no person guilty of a fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
Notwithstanding the provisions of this Section 5.3.1, no Underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the Public Securities underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages that such Underwriter has otherwise been required to pay in respect of such losses, liabilities, claims,
damages and expenses. No person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)
will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section
5.3.1, each director, officer and employee of an Underwriter or the Company, as applicable, and each person, if any, who controls
an Underwriter or the Company, as applicable, within the meaning of Section 15 of the Act shall have the same rights to contribution as
the Underwriters or the Company, as applicable.
5.3.2. Contribution Procedure.
Within fifteen (15) days after receipt by any party to this Agreement (or its representative) of notice of the commencement of any action,
suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made against another party (“Contributing
Party”), notify the Contributing Party of the commencement thereof, but the omission to so notify the Contributing Party will not
relieve it from any liability which it may have to any other party other than for contribution hereunder. In case any such action, suit
or proceeding is brought against any party, and such party notifies a Contributing Party or its representative of the commencement thereof
within the aforesaid fifteen (15) days, the Contributing Party will be entitled to participate therein with the notifying party and any
other Contributing Party similarly notified. Any such Contributing Party shall not be liable to any party seeking contribution on account
of any settlement of any claim, action or proceeding effected by such party seeking contribution on account of any settlement of any claim,
action or proceeding effected by such party seeking contribution without the written consent of such Contributing Party. The contribution
provisions contained in this Section 5.3 are intended to supersede, to the extent permitted by law, any right to contribution under
the Act, the Exchange Act or otherwise available. The Underwriters’ obligations to contribute pursuant to this Section 5.3
are several and not joint.
6. Default by an Underwriter.
6.1. Default Not Exceeding
10% of Firm Units or Option Units. If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm
Units or the Option Units, if the Over-allotment Option is exercised, hereunder, and if the number of the Firm Units or Option Units with
respect to which such default relates does not exceed in the aggregate ten percent (10%) of the number of Firm Units or Option Units that
all Underwriters have agreed to purchase hereunder, then such Firm Units or Option Units to which the default relates shall be purchased
by the non-defaulting Underwriters in proportion to their respective commitments hereunder.
6.2. Default Exceeding
10% of Firm Units or Option Units. In the event that the default addressed in Section 6.1 above relates to more than ten percent
(10%) of the Firm Units or Option Units, the Representative may in its discretion arrange for itself or for another party or parties to
purchase such Firm Units or Option Units to which such default relates on the terms contained herein. If, within one (1) Business Day
after such default relating to more than ten percent (10%) of the Firm Units or Option Units, the Representative does not arrange for
the purchase of such Firm Units or Option Units, then the Company shall be entitled to a further period of one (1) Business Day within
which to procure another party or parties satisfactory to the Company and the Representative to purchase said Firm Units or Option Units
on such terms. In the event neither the Company nor the Representative arranges for the purchase of the Firm Units or Option Units to
which a default relates as provided in this Section 6, this Agreement may be terminated by the Company without liability on the
part of the Company (except as provided in Sections 3.10 and 5 hereof) or the several Underwriters (except as provided in
Section 5 hereof); provided, however, that if such default occurs with respect to the Option Units, this Agreement
will not terminate as to the Firm Units; and provided further that nothing herein shall relieve a defaulting Underwriter of its liability,
if any, to the other several Underwriters and to the Company for damages occasioned by its default hereunder.
6.3. Postponement of Closing
Date. In the event the Firm Units or Option Units to which the default relates are to be purchased by the non-defaulting Underwriters,
or are to be purchased by another party or parties as aforesaid, the Representative or the Company shall have the right to postpone the
Closing Date or Option Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days, in order to effect
whatever changes may thereby be made necessary in the Registration Statement, the Preliminary Prospectus and/or the Prospectus, as the
case may be, or in any other documents and arrangements, and the Company agrees to file promptly any amendment to, or to supplement, the
Registration Statement, the Preliminary Prospectus and/or the Prospectus, as the case may be, that in the opinion of counsel for the Underwriters
may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any party substituted under
this Section 6 with like effect as if it had originally been a party to this Agreement with respect to such Securities.
7. Additional Covenants.
7.1. Additional Shares
of Common Stock or Options. The Company hereby agrees that until the Company consummates a Business Combination, it shall not issue
any shares of Common Stock or any options or other securities convertible into shares of Common Stock, or any class of shares which participate
in any manner in the Trust Account or which vote as a class with the shares of Common Stock on a Business Combination.
7.2. Trust Account Waiver
Acknowledgments. The Company hereby agrees that it will not commence its due diligence investigation of any operating business or
businesses which the Company seeks to acquire (each, a “Target Business”) unless and until such Target Business acknowledges
in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the
same in any definitive document replacing any of the foregoing), that: (i) it has read the Prospectus and understands that the Company
has established the Trust Account, initially in an amount of $60,900,000 (or $70,035,000 if the over-allotment option is exercised in
full) for the benefit of the public stockholders, and that (ii) for and in consideration of the Company agreeing to evaluate such Target
Business for purposes of consummating a Business Combination with it, such Target Business agrees that it does not have any right, title,
interest or claim of any kind in or to any monies of the Trust Account (“Claim”) and waives any Claim it may
have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse
against the Trust Account for any reason whatsoever. The Company further agrees that it will use its best efforts, prior to obtaining
the services of any vendor, to obtain a written acknowledgment from such vendor, whether through a letter of intent, memorandum of understanding
or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that: (i)
such vendor has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $60,900,000
(or $70,035,000 if the over-allotment option is exercised in full) for the benefit of the public stockholders, and that (ii) for and in
consideration of the Company agreeing to engage the services of the vendor, such vendor agrees that it does not have any Claim and waives
any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and
will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached
hereto as Exhibit A and B, respectively. Furthermore, each officer and director of the Company shall execute a waiver letter
in the form attached hereto as Exhibit C.
7.3. Insider Letters.
The Company shall not take any action or omit to take any action which would cause a breach of any of the Insider Letters executed among
the Initial Stockholders, the officers and directors of the Company, and the Company or the Subscription Agreement and will not allow
any amendments to, or waivers of, such Insider Letters or the Subscription Agreement without the prior written consent of the Representative.
7.4. Amended and rested
Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company
to be in material breach or violation of its amended and restated certificate of incorporation and bylaws. Except as provided in Section
3.26, prior to the consummation of a Business Combination, the Company will not amend its amended and restated certificate of incorporation
and bylaws, without the prior written consent of the Representative.
7.5. Tender Offer Documents,
Proxy Materials and Other Information. The Company shall provide counsel to the Representative with copies of all tender offer documents
or proxy information and all related material filed with the Commission in connection with a Business Combination concurrently with such
filing with the Commission. In addition, the Company shall furnish any other State in which the Offering was registered, such information
as may be required by such State.
7.6. Acquisition/Liquidation
Procedure. The Company agrees that it will comply with its amended and restated certificate of incorporation and bylaws in connection
with the consummation of a Business Combination or the failure to consummate a Business Combination within 9 months from the Effective
Date (subject to extension for two additional three-month periods, as described in the Prospectus).
7.7. Rule 419. The
Company agrees that it will use its best efforts to prevent the Company from becoming subject to Rule 419 under the Act prior to the consummation
of any Business Combination, including, but not limited to, using its best efforts to prevent any of the Company’s outstanding securities
from being deemed to be a “penny stock” as defined in Rule 3a-51-1 under the Exchange Act during such period.
7.8. Presentation of Potential
Target Businesses. The Company shall cause the Company’s officers, directors and Initial Stockholders to agree that, in order
to minimize potential conflicts of interest which may arise from multiple affiliations, the Company’s officers, directors and Initial
Stockholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity
to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination or the liquidation of
the Company, subject to any pre-existing fiduciary obligations the Initial Stockholders might have.
8. Representations and Agreements to Survive
Delivery. Except as the context otherwise requires, all representations, warranties and agreements contained in this Agreement shall
be deemed to be representations, warranties and agreements at the Closing Date or the Option Closing Date, if any, and such representations,
warranties and agreements of the Underwriters and the Company, including the indemnity agreements contained in Section 5 hereof,
shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company
or any Controlling Person, and shall survive termination of this Agreement or the issuance and delivery of the Units to the several Underwriters
until the earlier of the expiration of any applicable statute of limitations and the seventh anniversary of the later of the Closing Date
or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further
force and effect.
9. Effective Date of This Agreement and Termination Thereof.
9.1. Effective Date.
This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission.
9.2. Termination. The
Representative shall have the right to terminate this Agreement at any time prior to any Closing Date: (i) if any domestic or international
event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially
disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange, the NYSE American, the Nasdaq
Stock Market or on the OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading
shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities
shall have been required on the OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction;
or (iii) if the United States shall have become involved in a war or an initiation or increase in major hostilities, or (iv) if a banking
moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared
which materially adversely impacts the United States securities markets; or (vi) if the Company shall have sustained a material loss by
fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity (including, without limitation, a calamity relating to
a public health matter or natural disaster) or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s
opinion, make it inadvisable to proceed with the delivery of the Units; or (vii) if any of the Company’s representations, warranties
or covenants hereunder are breached; or (viii) if the Representative shall have become aware after the date hereof of such a material
adverse change in the conditions or prospects of the Company, or such material adverse change in general market conditions, including,
without limitation, as a result of terrorist activities or any other calamity (including, without limitation, a calamity relating to a
public health matter or natural disaster) after the date hereof, as in the Representative’s judgment would make it impracticable
to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Units.
9.3. Expenses. In the
event this Agreement shall not be carried out for any reason whatsoever, except as a result of the Representative’s or any of the
other Underwriters’ breach or default with respect to any of its material obligations pursuant to this Agreement, within the time
specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out-of-pocket expenses
actually incurred by the Representative related to the transactions contemplated herein shall be governed by Section 3.10 hereof.
9.4. Indemnification.
Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether
or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or
termination or failure to carry out the terms of this Agreement or any part hereof.
10. Miscellaneous.
10.1. Notices. All
communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed, delivered by hand
or reputable overnight courier or by electronic transmission via PDF, and shall be deemed given when so mailed, delivered or transmitted
(if mailed, three days after such mailing):
If to the Representative:
Chardan Capital Markets, LLC
17 State Street, 21st Floor
New York, New York 10004
Attn.: George Kaufman
Email: gkaufman@chardan.com
Copy to (which copy shall not be deemed to constitute notice to the
Representative):
Hunter Taubman Fischer & LI LLC
48 Wall Street, Suite 1100
New York, New York 10005
Attn: Louis Taubman, Esq.
Email: ltaubman@htflawyers.com
If to the Company:
Hudson Acquisition I Corp.
19 West 44th Street, Suite 1001
New York, New York 10036
Attn: Jiang Hui, Chief Executive Officer
Email: jiang@pxspac.com
Copy to (which copy shall not be deemed to constitute notice to the
Company):
Sichenzia Ross Ference LLP
1185 Avenue of the Americas, 31st Floor
New York, New York 10036
Attn: Huan Lou, Esq. and Jay Kaplowitz, Esq.
Email: hlou@srf.law; jkaplowitz@srf.law
10.2. Headings. The
headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or
interpretation of any of the terms or provisions of this Agreement.
10.3. Amendment. This
Agreement may only be amended by a written instrument executed by each of the parties hereto.
10.4. Entire Agreement.
This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute
the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior agreements and
understandings of the parties, oral and written, with respect to the subject matter hereof.
10.5. Binding Effect.
This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters, the Company and the
Controlling Persons, directors and officers referred to in Section 5 hereof, and their respective successors, legal representatives
and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect
of or by virtue of this Agreement or any provisions herein contained.
10.6. Governing Law, Venue,
etc.
10.6.1. This Agreement shall
be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict
of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal
suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted
exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York;
(ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; and (iii) irrevocably
and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for
the Southern District of New York in any such suit, action or proceeding.
10.6.2. Each of the Representative
and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may
be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court
for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail
to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in
any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s
addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding.
10.6.3. THE COMPANY (ON BEHALF
OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL
BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.
10.6.4. The Company agrees that
the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’
fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.
10.7. Execution in Counterparts.
This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which
shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall become effective
when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto. Delivery
of a signed counterpart of this Agreement by fax or email/.pdf transmission shall constitute valid and sufficient delivery thereof.
10.8. Waiver, Etc.
The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed
to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of
any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or
non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the
party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment
shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.
10.9. No Fiduciary Relationship.
The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the Offering. The Company further
acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on
an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company,
its management, stockholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have
undertaken in furtherance of the Offering, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary
or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading
up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company and the Underwriters
agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions
or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views
with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The
Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters
with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated
by this Agreement or any matters leading up to such transactions.
10.10. Recognition of the U.S. Special Resolution
Regimes.
10.10.1. 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.
10.10.2. 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.
For purposes of this Section
10.10: (A) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted
in accordance with, 12 U.S.C. § 1841(k); (B) “Covered Entity” means any of the following: (i) a “covered entity”
as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that
term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is
defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (C) “Default Right” has the meaning assigned to
that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (D) “U.S.
Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii)
Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
[Signature Page of the Underwriting Agreement]
If the foregoing correctly sets forth the understanding
between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall
constitute a binding agreement between us.
Very truly yours,
HUDSON ACQUISITION I CORP.
| By: |
/s/ Jiang Hui |
|
| Name: |
Jiang Hui |
|
| Title: |
Chief Executive Officer |
|
Agreed to and accepted on the date first above written.
CHARDAN CAPITAL MARKETS, LLC, as Representative of the several Underwriters
| By: |
/s/ George Kaufman |
|
| Name: |
George Kaufman |
|
| Title: |
Partner and Head of Investment Banking |
|
HUDSON SPAC HOLDING, LLC, with respect to Section 3.11.3 only
| By: |
/s/ Xiaoyue Zhang |
|
| Name: |
Xiaoyue Zhang |
|
| Title: |
Authorized Signatory |
|
SCHEDULE A
HUDSON ACQUISITION I CORP.
| Underwriter |
|
Number of
Firm Units
to be
Purchased |
|
| Chardan Capital Markets, LLC |
|
|
5,950,000 |
|
| B. Riley Securities, Inc. |
|
|
50,000 |
|
| TOTAL |
|
|
6,000,000 |
|
EXHIBIT A
Form of Target Business Letter
Hudson Acquisition I Corp.
19 West 44th Street, Suite 1001
New York, New York 10036
Ladies and Gentlemen:
Reference is made to the Final Prospectus of Hudson
Acquisition I Corp. (the “Company”), dated October 14, 2022 (the “Prospectus”). Capitalized
terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus.
We have read the Prospectus and understand that
the Company has established a “trust account”, initially in an amount of at least $60,900,000 for the benefit of the “public
stockholders” and the underwriters of the Company’s initial public offering (the “Underwriters”)
and that, except for interest earned on the trust account that may be released to the Company to pay any taxes it incurs, proceeds in
the trust account will not be released until (a) the consummation of a Business Combination, or (b) the dissolution and liquidation of
the Company if it is unable to consummate a Business Combination within the allotted time.
For and in consideration of the Company agreeing
to evaluate the undersigned for purposes of consummating a business combination or other form of acquisition with it, the undersigned
hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the trust account (the “Claim”)
and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with
the Company and will not seek recourse against the trust account for any reason whatsoever.
Print Name of Target Business
Authorized Signature of Target Business
EXHIBIT B
Form of Vendor Letter
Hudson Acquisition I Corp.
19 West 44th Street, Suite 1001
New York, New York 10036
Ladies and Gentlemen:
Reference is made to the Final Prospectus of Hudson
Acquisition I Corporation (the “Company”), dated October 14, 2022 (the “Prospectus”).
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus.
We have read the Prospectus and understand that
the Company has established a “trust account”, initially in an amount of at least $60,900,000 for the benefit of the “public
stockholders” and the underwriters of the Company’s initial public offering (the “Underwriters”)
and that, except for interest earned by the trust account that may be released to the Company to pay any taxes it incurs, proceeds in
the trust account will not be released until (a) the consummation of a Business Combination, or (b) the dissolution and liquidation of
the Company if it is unable to consummate a Business Combination within the allotted time.
For and in consideration of the Company agreeing
to use the products or services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or
claim of any kind in or to any monies in the trust account (the “Claim”) and hereby waives any Claim it may
have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse
against the trust account for any reason whatsoever.
Print Name of Vendor
Authorized Signature of Vendor
EXHIBIT C
Form of Director/Officer Letter
Hudson Acquisition I Corp.
19 West 44th Street, Suite 1001
New York, New York 10036
Ladies and Gentlemen:
The undersigned officer or director of Hudson
Acquisition I Corp. (the “Company”) hereby acknowledges that the Company has established the “trust account”,
initially in an amount of at least $60,900,000 for the benefit of the “public stockholders” and the underwriters of the Company’s
initial public offering (the “Underwriters”) and that, except for interest earned by the trust account that
may be released to the Company to pay any taxes it incurs, proceeds in the trust account will not be released until (a) the consummation
of a Business Combination, or (b) the dissolution and liquidation of the Company if it is unable to consummate a Business Combination
within the allotted time.
The undersigned hereby agrees that, except for
its liquidation rights with respect to any Units and/or shares of Common Stock acquired in the Offering or in the aftermarket, it does
not have any right, title, interest or claim of any kind in or to any monies in the trust account (the “Claim”)
and hereby waives any Claim it may have in the future as a result of, or arising out of, any contracts or agreements with the Company
and will not seek recourse against the trust account for any reason whatsoever.
Notwithstanding the foregoing, such waiver shall
not apply to any shares of Common Stock acquired by the undersigned in the public market.
Print Name of Officer/Director
Signature of Officer/Director
32
